Case: HJB Doc #: 2360 Filed: 10/01/15 Desc: Main Document Page 1 of 17 UNITED STATES BANKRUPTCY COURT DISTRICT OF NEW HAMPSHIRE

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1 Case: HJB Doc #: 2360 Filed: 10/01/15 Desc: Main Document Page 1 of 17 HEARING DATE AND TIME: October 16, 2015 at 10:00 a.m. (Eastern Time) OBJECTION DEADLINE: October 9, 2015 at 4:00 p.m. (Eastern Time) UNITED STATES BANKRUPTCY COURT DISTRICT OF NEW HAMPSHIRE x : In re: : Chapter 11 : GT ADVANCED TECHNOLOGIES INC., et al., : Case No HJB : Debtors. 1 : Jointly Administered : : x DEBTORS MOTION FOR ORDER, UNDER BANKRUPTCY CODE SECTIONS 105, 363, AND 365, BANKRUPTCY RULES 2002, 6004, 6006, AND 9007, AND LOCAL BANKRUPTCY RULE , APPROVING SALE OF HYPERION ASSETS OF GTAT CORPORATION TO NEUTRON THERAPEUTICS INC. FREE AND CLEAR OF ALL LIENS, CLAIMS, ENCUMBRANCES, AND INTERESTS GT Advanced Technologies Inc. ( GT ) and its affiliated debtors as debtors in possession (collectively, GTAT or the Debtors ), including GTAT Corporation ( GTAT Corp. ), submit this motion under sections 105(a), 363, and 365 of title 11 of the United States Code (the Bankruptcy Code ), Rules 2002, 6004, 6006, and 9007 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ), and Rule of the Local Bankruptcy Rules for the United States Bankruptcy Court for the District of New Hampshire (the Local Rules ), for entry of an order, substantially in the form attached as Exhibit A (the Sale Order ), authorizing Debtor GTAT Corp. to sell certain of its assets (the Purchased Assets ) to Neutron Therapeutics Inc. ( Buyer ) pursuant to that certain Asset Purchase Agreement, dated October 1, 2015 (the 1 The Debtors, along with the last four digits of each debtor s tax identification number, as applicable, are: GT Advanced Technologies Inc. (6749), GTAT Corporation (1760), GT Advanced Equipment Holding LLC (8329), GT Equipment Holdings, Inc. (0040), Lindbergh Acquisition Corp. (5073), GT Sapphire Systems Holding LLC (4417), GT Advanced Cz LLC (9815), GT Sapphire Systems Group LLC (5126), and GT Advanced Technologies Limited (1721). The Debtors corporate headquarters are located at 243 Daniel Webster Highway, Merrimack, NH

2 Case: HJB Doc #: 2360 Filed: 10/01/15 Desc: Main Document Page 2 of 17 Asset Purchase Agreement ), 2 free and clear of all Liens, Claims, Encumbrances, and Interests. In support of the Motion, GTAT submits the declaration of Marcelo Messer, Director of Rothschild Inc. ( Rothschild ), attached hereto as Exhibit B. In further support of this motion, GTAT respectfully states as follows: PRELIMINARY STATEMENT 1. As has been previously reported in these cases, one of GTAT Corp. s business lines involves the development of a multipurpose system called Hyperion. Hyperion is a first of its kind high energy and high current ion accelerator with potential applications ranging from the health care to the semiconductor industries. In addition to the ion accelerator, the system consists of an ion source, an ion beam scanner/analyzer, and an end station. GTAT Corp. has over 50 patents for the Hyperion machine. 2. Although the Hyperion technology shows promise to eventually become profitable, it requires significant additional capital investment in order to make the technology commercially viable. GTAT Corp. evaluated the risk and cost of further capital investment in Hyperion and, in the exercise of its business judgment, determined that it would be in the best interests of the chapter 11 estate and stakeholders to conduct a sale process for Hyperion under section 363 of the Bankruptcy Code. 3. To that end, beginning on July 7, 2015, Rothschild, the Debtors financial advisor and investment banker, conducted an extensive marketing process for sale of the assets related to the Hyperion business and contacted a total of 102 potential purchasers for those assets. On August 6, 2015, GTAT also filed on the Court s docket and served a sale notice [Docket No. 2 A copy of the Asset Purchase Agreement is attached to the Sale Order as Exhibit 1. Capitalized terms used but not otherwise defined in this Motion shall have the meanings set forth in the Asset Purchase Agreement. 2

3 Case: HJB Doc #: 2360 Filed: 10/01/15 Desc: Main Document Page 3 of ] to inform potential bidders and parties in interest that GTAT Corp. had initiated the process of selling the Hyperion assets. 4. Obtaining a binding bid for the Hyperion Assets proved to be extremely challenging. After several weeks of soliciting expressions of interest and facilitating due diligence by interested parties, Buyer emerged as the only party that was willing to provide a binding bid for the Purchased Assets, which consist of the tangible assets, intellectual property and other assets related to the Hyperion business. Nevertheless, GTAT Corp., with the assistance of its professionals, has ensured the fairness of the sale of the Purchased Assets through the extensive marketing efforts of Rothschild and the fact that the contemplated sale of the Purchased Assets remains subject to higher or otherwise better offers. 5. Accordingly, GTAT Corp. requests Court approval of the sale of the Purchased Assets to Buyer for a cash purchase price of $1,100,000, subject to the terms and conditions of the Asset Purchase Agreement and subject to any higher or otherwise better offers that GTAT Corp. may receive prior to the hearing on this motion. 6. In connection with its acquisition of the Purchased Assets, Buyer will also make offers of employment to all seventeen employees of GTAT Corp. who currently work in the Hyperion business, thus preserving jobs and minimizing potential employee claims that could otherwise result from the sale. Buyer has also agreed to assume certain liabilities of GTAT Corp., including cure costs under any contracts to be assigned to Buyer. Cure costs are at this time estimated to be $ In the interest of full disclosure, Buyer (a newly formed Delaware corporation) is managed by Theodore Smick, who was employed by GTAT Corp. from November 1, 2012 until his resignation on February 20, Mr. Smick worked on the development of the Hyperion 3

4 Case: HJB Doc #: 2360 Filed: 10/01/15 Desc: Main Document Page 4 of 17 business at GTAT Corp. s Danvers, Massachusetts facility until his resignation. Mr. Smick is also subject to a confidentiality, non-solicitation, and non-compete agreement with GTAT Corp. As part of the proposed sale, Mr. Smick will receive a release from the restrictions under this agreement. Buyer has been formed and capitalized primarily by Mr. Smick and Ian Stewart Buckley. Mr. Buckley has controlling interests in Buckley Systems Ltd. ( Buckley Systems ), a heavy electromagnet supplier to the semiconductor capital equipment business. Upon information and belief, Buckley Systems supplied magnets for the Hyperion equipment in prepetition, arms-length transactions, but such transactions have been completed or are not continuing with the Debtors, and Mr. Buckley's involvement with Buyer is in his individual capacity. 8. The Debtors believe that it is in the best interests of the chapter 11 estates and creditors for GTAT Corp. to enter into the Asset Purchase Agreement with Buyer. GTAT Corp. has decided to exit the ion accelerator business (a/k/a the Hyperion business), making assets related to that business non-essential to GTAT Corp. s reorganization. Selling non-essential assets raises additional liquidity and eliminates the incremental cost of continuing these operations into the future. 9. For all of these reasons, the Debtors request that the Asset Purchase Agreement be approved. JURISDICTION AND VENUE 10. The Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and This matter is a core proceeding within the meaning of 28 U.S.C. 157(b)(2). Venue is proper pursuant to 28 U.S.C and The statutory bases for the relief requested herein are sections 105, 363, and 365 of the Bankruptcy Code, Bankruptcy Rules 2002, 6004, 6006 and 9007 and Local Rule

5 Case: HJB Doc #: 2360 Filed: 10/01/15 Desc: Main Document Page 5 of 17 BACKGROUND A. GTAT s Chapter 11 Cases 12. On October 6, 2014 (the Petition Date ), GTAT commenced voluntary cases under chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of New Hampshire (the Court ). GTAT Corp. continues to operate its business and manage its properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No request for the appointment of an examiner has been made in these chapter 11 cases. A motion to appoint a trustee has been denied. 13. On October 14, 2014, the Office of the United States Trustee for the District of New Hampshire appointed an official committee of unsecured creditors (the Committee ) in these chapter 11 cases. 14. These chapter 11 cases have been consolidated for procedural purposes only and are jointly administered pursuant to Bankruptcy Rule 1015(b). B. The Proposed Sale 15. The Debtors and their advisors have undertaken significant efforts to market the Hyperion assets for sale. Starting on July 7, 2015, Rothschild contacted a total of 102 parties, consisting of 32 potential financial buyers, 38 potential strategic buyers and 32 venture capital firms. The parties contacted were selected in consultation with the Debtors management and after seeking input from the financial advisors to the Committee and the ad hoc group of unaffiliated noteholders. Parties contacted included (a) parties who had previously expressed interest in purchasing the Hyperion assets, (b) strategic buyers with the potential for a strategic fit, and (c) financial buyers and venture capital firms that were selected after taking into account the size, financial circumstances, and industry sector of GTAT Corp. 5

6 Case: HJB Doc #: 2360 Filed: 10/01/15 Desc: Main Document Page 6 of Of the 102 parties originally contacted, eight parties executed confidentiality agreements and received the following documents regarding the sale of the Hyperion assets: (a) a confidential information memorandum with respect to the Hyperion assets, (b) a request for proposal that outlined the marketing and sale process (including the August 24, 2015 deadline to submit non-binding indications of interest), and (c) access to a data room. 17. On August 6, 2015, the Debtors filed and served a sale notice [Docket No. 2153] which informed creditors, potential bidders, and other parties in interest that the Debtors had initiated the process of selling the Hyperion assets and that indications of interest should be submitted by August 24, Of the eight parties who executed confidentiality agreements, two parties submitted a non-binding letter of intent (an LOI ) by the August 24, 2015 deadline. Of the two that submitted an LOI, one party subsequently withdrew their interest after performing additional due diligence, leaving Buyer as the only remaining interested party. 19. Due to Mr. Smick s familiarity with the Hyperion assets, Buyer s additional due diligence after submitting an LOI was limited. Following extensive, arm s-length negotiations, GTAT Corp. and Buyer reached agreement on the Asset Purchase Agreement for the sale of the Purchased Assets. 20. The key terms of Asset Purchase Agreement are summarized below: Seller Buyer Deposit GTAT Corporation, a Delaware corporation Neutron Therapeutics Inc., a Delaware corporation On the date of the Asset Purchase Agreement, Buyer shall make a cash deposit of two hundred fifty thousand dollars (US$250,000) (the Deposit ) by wire transfer to an interest-bearing escrow account established pursuant to the terms of the escrow agreement attached to the Asset Purchase Agreement as Exhibit A (the Escrow Agreement ), which Deposit shall be held and disbursed by the escrow agent in accordance with the terms of the Escrow Agreement. Nixon 6

7 Case: HJB Doc #: 2360 Filed: 10/01/15 Desc: Main Document Page 7 of 17 Peabody will serve as the escrow agent. Purchase Price Purchased Assets Excluded Assets Assumption of Certain Liabilities Acquired Contracts Cure Costs Excluded Liabilities Employees Exclusivity US$1,100,000 less the Deposit plus the Prorated Rent Amount in cash The Purchased Assets consist of all assets used exclusively in GTAT Corp. s Hyperion business as presently conducted, which are identified in Section 1.1 of the Asset Purchase Agreement, but in each case excluding Excluded Assets (as described below). The Purchased Assets do not include any of the assets set forth in Section 1.2 of the Asset Purchase Agreement. As described in Section 2.1 of the Asset Purchase Agreement, Buyer will assume (a) all payment and performance obligations and related Liabilities under Acquired Contracts; (b) responsibility for any cure payment required to be made in connection with the assumption of any Acquired Contract by GTAT Corp. and the assignment of such contract to Buyer (the Cure Costs ); (c) the outstanding post-petition liabilities and obligations related to the Business set forth on Schedule 2.1(b) to the Asset Purchase Agreement; and (d) the liabilities other than accrued wages, including accrued vacation time, related to the New Buyer Employees (as defined in the Asset Purchase Agreement) existing as of the Closing Date. Schedule 1.1(l) identifies the Acquired Contracts that will be assigned to Buyer at the Closing. GTAT Corp. is not aware of any defaults under Acquired Contracts. As reflected on Schedule 2.1(a) to the Asset Purchase Agreement, GTAT Corp. s good faith estimate of the Cure Costs that would be payable in connection with the Acquired Contracts is $0.00. Buyer will not assume and will not be liable for any Liabilities of GTAT Corp. except as specifically described in Section 2.1 of the Asset Purchase Agreement. As provided in Section 5.7 of the Asset Purchase Agreement, Buyer has agreed to make offers of at-will employment (or employment on such other terms as Buyer may, in its sole and absolute discretion, deem acceptable) effective as of the Closing Date to all of the Employees (the Employment Offers ) who work in the Hyperion business. The Employment Offers will provide for employment with Buyer on terms comparable to, and in the aggregate no less favorable than, the terms on which such Employees are currently employed. As provided in Section 5.11 of the Asset Purchase Agreement, following entry of the Sale Order by the Bankruptcy Court GTAT 7

8 Case: HJB Doc #: 2360 Filed: 10/01/15 Desc: Main Document Page 8 of 17 Corp. will not solicit any proposal or offer from any person or entity (other than Buyer or an affiliate, associate, representative or agent of the Buyer) concerning or relating to the sale, purchase or other transfer of any of the Purchased Assets or the Business, provided that nothing in the Asset Purchase Agreement will require GTAT Corp. or any of its directors or officers to take any action, or to refrain from taking any action, to the extent such action or forbearance is inconsistent with its or their fiduciary obligations under applicable law, as determined after consultation with outside legal counsel. RELIEF REQUESTED 21. By this Motion, GTAT requests entry of the Sale Order approving the private sale of the Purchased Assets to Buyer free and clear of all Liens, Claims, Encumbrances, and Interests, subject to higher or otherwise better offers. 22. GTAT Corp. believes that it is in the best interests of the estates and creditors to enter into the Asset Purchase Agreement with Buyer under sections 105, 363 and 365 of the Bankruptcy Code. In connection with the sale of the Purchased Assets to Buyer, GTAT Corp. is requesting that any and all prospective purchasers that may be interested in submitting a higher or otherwise better offer than as set forth in the Asset Purchase Agreement do so at least two days prior to the hearing on this Motion. In order to ascertain whether any higher or otherwise better offers for the Purchased Assets might be available, notice of this Motion will be sent to: (i) counsel for the Committee; (ii) all parties in interest who have requested notice of pleadings in these cases, (iii) the Office of the United States Trustee; and (iv) the parties who expressed an interest in purchasing the Purchased Assets and previously received information concerning the sale. 8

9 Case: HJB Doc #: 2360 Filed: 10/01/15 Desc: Main Document Page 9 of 17 BASIS FOR RELIEF C. The Sale Is Supported by Sound Business Justifications 23. Under Delaware law, which is the applicable law for GTAT Corp., the business judgment rule operates as a presumption that directors making a business decision, not involving self-interest, act on an informed basis, in good faith and in the honest belief that their actions are in the corporation s best interest. 3 Thus, this Court should grant the relief requested in this Motion if the Debtors demonstrate a sound business justification The Debtors have a sound business justification for selling the Purchased Assets as contemplated by this Motion. The Purchased Assets will require significant capital investment and time before they can be commercialized for a profit. At this time, the Purchased Assets no longer fit into the Debtors business plan going forward and thus the Debtors have determined that the best way to maximize their value is to complete the sale of those assets on the terms set forth in the Asset Purchase Agreement. Moreover, by selling the Purchased Assets, the Debtors will save the operating costs associated with the Hyperion business, including payroll expense for seventeen employees and more than $250,000 of annual rent at the Danvers, Massachusetts facility where the Hyperion operations are located. D. Approval of the Sale of the Purchased Assets Is Warranted Under Section 363(b) of the Bankruptcy Code 25. This Motion seeks authority to sell the Purchased Assets to Buyer pursuant to section 363(b) of the Bankruptcy Code. Section 363(b)(1) provides that [t]he trustee, after 3 4 Continuing Creditors Comm. of Star Telecomms., Inc. v. Edgecomb, 385 F. Supp. 2d 449, 462 (D. Del. 2004) (quoting Grobow v. Perot, 539 A.2d 180, 187 (Del. 1988)); see also In re Local Gov t Ctr., 165 N.H. 790, 804 n.5 (quoting 3A Fletcher Cyclopedia of the Law of Corporations 1036); Ad Hoc Comm. of Equity Holders of Tectonic Network, Inc. v. Wolford, 554 F. Supp. 2d 538, 555 n.111 (D. Del. 2008) (citations omitted). See White v. Official Comm. Of Unsecured Creditors (In re Cadkey Corp.), 317 B.R. 19, (D. Mass. 2004); In re Delaware & H.R. Co., 124 B.R. 169, 176 (D. Del. 1991). 9

10 Case: HJB Doc #: 2360 Filed: 10/01/15 Desc: Main Document Page 10 of 17 notice and a hearing, may use, sell, or lease, other than in the ordinary course of business, property of the estate. 26. Courts routinely authorize a debtor to sell assets outside of the ordinary course of business pursuant to section 363 of the Bankruptcy Code and prior to confirming a plan of reorganization if it demonstrates a sound business purpose for doing so. 5 As explained above, the sale of the Purchased Assets is based on the Debtors sound business judgment. The Hyperion business will not become a profitable business segment without additional investments of time and money. The Debtors have evaluated their business plan going forward and have determined that the Purchased Assets are not necessary to the reorganization. Further, the Debtors, with the assistance of their advisors, broadly marketed the Purchased Assets and solicited competitive bidding before executing the Asset Purchase Agreement. The fairness and reasonableness of the consideration to be paid by Buyer is demonstrated by the extensive market exposure of the Purchased Assets. Moreover, the Debtors negotiated the Asset Purchase Agreement with the Buyer at arm s-length and in good faith. 27. The Debtors believe that it is unlikely that a higher sale price will be obtained through a formal auction process. First, as a practical matter, the Purchased Assets have already been put through an auction process, as evidenced by the extensive marketing efforts over the 5 See Cadkey Corp., 317 B.R. at ( A debtor s business decision should be approved by the court unless it is shown to be so manifestly unreasonable that it could not be based upon sound business judgment, but only on bad faith, or whim or caprice. ) (citation omitted); In re New Bedford Capacitor, Inc., No JNF, 2003 Bankr. LEXIS 2328, at *13-14 (Bankr. D. Mass June 27, 2003) (same); see also DiStefano v. Stern (In re JFD Enters.), No , 2000 U.S. App. LEXIS 9162, at *16 (1st Cir. May 1, 2000) ( Courts have much discretion on whether to approve proposed sales, but the trustee s business judgment is subject to great judicial deference. ) (citations omitted)); In re Dura Auto. Sys., Inc., No (KJC), 2007 WL , at *5 (Bankr. D. Del. Aug. 15, 2007) (finding that [t]he Debtors have demonstrated compelling circumstances and a good, sufficient, and sound business purpose and justification for the Sale prior to, and outside of, a plan of reorganization ); Dai-Ichi Kangyo Bank Ltd. v. Montgomery Ward Holding Corp. (In re Montgomery Ward Holding Corp.), 242 B.R. 147, 153 (D. Del. 1999) ( In determining whether to authorize the use, sale or lease of property of the estate under [section 363(b)], courts require the debtor to show that a sound business purpose justifies such actions ); Delaware & Hudson, 124 B.R. 169 at 176 (finding that sale of substantially all of debtor s assets outside of reorganization plan is appropriate when a sound business reason justifies such a sale). 10

11 Case: HJB Doc #: 2360 Filed: 10/01/15 Desc: Main Document Page 11 of 17 last several months. At this time, the Debtors are not aware of any other party who would offer a higher or otherwise better bid for the Purchased Assets. Second, going through a formal auction process would impose additional costs on these estates. Third, the Debtors are incurring costs from continuing to hold Purchased Assets and those costs will increase with any delay in the sale process. Fourth, the Purchased Assets include highly specialized equipment and intellectual property that are of use to a limited number of potential buyers. 28. Under these circumstances, the sale of the Purchased Assets to Buyer is fully consistent with the exercise of sound business judgment, and should be approved by the Court pursuant to section 363 of the Bankruptcy Code. 29. Finally, by this Motion, the Debtors are publicly announcing the terms of the proposed sale to Buyer under the Asset Purchase Agreement. To the extent that another bidder wishes to make a higher or otherwise better offer for the Purchased Assets than the offer set forth in the Asset Purchase Agreement, the Debtors will entertain it, provided that such offer (1) is submitted at least two days before the hearing on this Motion, and (2) is a binding offer that is not subject to any conditions, including conditions related to financing or further due diligence. E. The Purchased Assets Should Be Sold Free and Clear of Interests Pursuant to Section 363(f) 30. By order dated July 24, 2015 [Docket No. 2122] (the DIP Order ), the Court authorized the Debtors to obtain postpetition secured debtor in possession financing under the Senior Secured Superpriority Debtor-In-Possession Credit Agreement, dated July 27, 2015 (the DIP Credit Agreement ). The DIP Collateral (as defined in the DIP Order) includes all property of GTAT Corp., including the Purchased Assets (but subject to certain exceptions identified in paragraph 9 of the DIP Order). Pursuant to Section 7.05(g) of the DIP Credit Agreement, the DIP lenders have consented to GTAT Corp. s disposition of its Hyperion 11

12 Case: HJB Doc #: 2360 Filed: 10/01/15 Desc: Main Document Page 12 of 17 business, provided that 100% of the purchase price for such disposition is in cash. As noted above, the consideration for the Purchased Assets is to be paid in cash. 31. The Debtors are not aware of any other liens or other interests in the Purchased Assets. Nevertheless, Buyer has required that the sale of the Purchased Assets be pursuant to an order of the Court that authorizes a sale free and clear of any and all Liens, Claims, Encumbrances, and Interests as provided in the Asset Purchase Agreement. To that end, the Debtors request that the sale of the Purchased Assets be sold, free and clear of any such interests, in accordance with section 363(f) of the Bankruptcy Code. Section 363(f) of the Bankruptcy Code provides: The Trustee may sell property under subsection (b) or (c) of this section free and clear of any interest in such property of an entity other than the estate, only if a. applicable non-bankruptcy law permits sale of such property free and clear of such interest; b. such entity consents; c. such interest is a lien and the price at which such property is to be sold is greater than the aggregate value of all liens on such property; d. such interest is in bona fide dispute; or e. such entity could be compelled, in a legal or equitable proceeding, to accept a money satisfaction of such interest As section 363(f) of the Bankruptcy Code is phrased in the disjunctive, when proceeding pursuant to section 363(b), it is only necessary to meet one of the five conditions of section 363(f). With respect to any entity asserting a lien, claim, or encumbrance against the Purchased Assets, the Debtors anticipate that they will be able to satisfy one or more of the conditions set forth in section 363(f) of the Bankruptcy Code. Any entities holding liens on the 6 11 U.S.C. 363(f). 12

13 Case: HJB Doc #: 2360 Filed: 10/01/15 Desc: Main Document Page 13 of 17 Purchased Assets will receive notice of this Motion, and such entities will be deemed to consent if they do not object. 7 Furthermore, any such lien will attach to the proceeds of the sale of the Purchased Assets; to the extent such proceeds are in an amount greater than the aggregate value of all liens, section 363(f)(3) is likewise satisfied. Therefore, GTAT Corp. may sell the Purchased Assets free and clear of all Liens, Claims, Encumbrances, and Interests. F. Buyer Is Entitled to the Protections of Sections 363(m) and 363(n) 33. Buyer is entitled to an order incorporating the protection of section 363(m) of the Bankruptcy Code. That subsection protects a good faith purchaser as one who purchases assets for value, in good faith, and without notice of adverse claims GTAT Corp. and Buyer entered into the Asset Purchase Agreement without collusion, in good faith, and as a result of arm s-length bargaining. To the Debtors knowledge, no party has engaged in any conduct that would cause or permit the Purchase Agreement to be set aside under section 363(n) of the Bankruptcy Code. Accordingly, the Debtors submit that Buyer is a good faith purchaser under section 363(m) and has not violated section 363(n) of the Bankruptcy Code. G. Assumption and Assignment of Acquired Contracts Should Be Authorized 35. GTAT Corp. seeks authority to assign, or assume and assign, to Buyer the Acquired Contracts set forth on Schedule 1.1(l) to the Asset Purchase Agreement. 7 8 See Ragosa v. Canzano (In re Colarusso), 295 B.R. 166, 175 (B.A.P. 1st Cir. 2003) (finding that failure to object to sale or to seek adequate protection under section 363(e), among other things, was consent under section 363(f)(2)); Hargrave v. Twp. of Pemberton (In re Tabone, Inc.), 175 B.R. 855, 858 (Bankr. D.N.J. 1994) (finding that failure to object to sale free and clear of liens, claims and encumbrances satisfies section 363(f)(2)); Citicorp Homeowners Serv., Inc. v. Elliot (In re Elliot), 94 B.R. 343, (E.D. Pa. 1988) (same). See Mark Bell Furniture Warehouse, Inc. v. D.M. Reid Assocs., Ltd. (In re Mark Bell Furniture Warehouse, Inc.), 992 F.2d 7, 9 (1st Cir. 1993); In re Willemain v. Kivitz, 764 F.2d 1019, 1023 (4th Cir. 1985). 13

14 Case: HJB Doc #: 2360 Filed: 10/01/15 Desc: Main Document Page 14 of Section 365 of the Bankruptcy Code authorizes a debtor to assume or assign its executory contracts and unexpired leases, subject to the approval of the Court, provided that the defaults under such contracts and leases are cured and adequate assurance of future performance is provided. The decision to assume or reject an executory contract or unexpired lease is a matter within the business judgment of the debtor. 9 Once an executory contract is assumed, the trustee or debtor in possession may elect to assign such contract Section 365(f) of the Bankruptcy Code provides that the trustee may assign an executory contract... only if the trustee assumes such contract... and adequate assurance of future performance is provided. 11 The meaning of adequate assurance of future performance depends on the facts and circumstances of each case, but should be given a pragmatic construction. 12 Adequate assurance may be provided by demonstrating the assignee s financial health and experience in managing the type of enterprise or property assigned To facilitate and effectuate the sale of the Purchased Assets, GTAT Corp. requests approval under section 365 of the Bankruptcy Code for the assumption and assignment of the See, e.g., In re Malden Brooks Farm LLC, 435 B.R. 81, 83 (Bankr. D. Mass. 2010) ( In this circuit the test governing motions to assume or reject... is the business judgment rule.... The rule accords a debtor s decision to assume or reject an executory contract or unexpired lease the defense mandated by the sound business judgment rule as generally applied by courts to discretionary actions or decisions of corporate directors. (citations omitted)); Nat'l Labor Relations Bd. v. Bildisco & Bildisco (In re Bildisco), 682 F.2d 72, 79 (3d Cir. 1982) ( The usual test for rejection of an executory contract is simply whether rejection would benefit the estate, the business judgment test. ). See L.R.S.C. Co. v. Rickel Home Ctrs., Inc. (In re Rickel Home Ctrs. Inc.), 209 F.3d 291, 299 (3d Cir. 2000) ( [t]he Code generally favors free assignability as a means to maximize the value of the debtor s estate ); Leonard v. General Motors Corp. (In re Headquarters Dodge, Inc.), 13 F.3d 674, 682 (3d Cir. 1994) (noting purpose of section 365(f) is to assist trustee in realizing the full value of the debtor s assets). 11 U.S.C. 365(f)(2). In re GlycoGenesys, Inc., 352 B.R. 568, 578 (Bankr. D. Mass. 2006) ( Courts interpreting the requirement have adopted a pragmatic approach, focusing on the assignee s ability to fulfill the financial obligations under the contract. ). In re Bygaph, Inc., 56 B.R. 596, (Bankr. S.D.N.Y. 1986) (adequate assurance is present when prospective assignee of lease from debtor has financial resources and has expressed willingness to devote sufficient funding to business to give it strong likelihood of succeeding). 14

15 Case: HJB Doc #: 2360 Filed: 10/01/15 Desc: Main Document Page 15 of 17 Acquired Contracts to Buyer under the terms and subject to the conditions set forth in the Asset Purchase Agreement. GTAT Corp. further requests that the Sale Order provide that the Acquired Contracts will be transferred to, and remain in full force and effect for the benefit of, the Buyer, notwithstanding any provisions in the Acquired Contracts, including those described in sections 365(b)(2) and (f)(1) and (3) of the Bankruptcy Code, that prohibit such assignment. 39. To the Debtors knowledge, Buyer has the financial resources required to complete the sale, including performance under the Acquired Contracts following the closing of the Asset Purchase Agreement. Furthermore, to the extent that any defaults exist under any Acquired Contract, Buyer has agreed to pay any cure required for such default prior to assignment of the applicable Acquired Contract to the Buyer. 40. To the extent necessary, Buyer will present facts at the hearing on this Motion (the Sale Hearing ) to show its financial credibility, willingness, and ability to perform under the Acquired Contracts. The Sale Hearing thus will afford the Court and other interested parties the opportunity to evaluate the ability of Buyer to provide adequate assurance of future performance under the Acquired Contracts, as required under section 365(b)(1)(C) of the Bankruptcy Code. 41. Accordingly, GTAT submits that the proposed assumption and assignment of the Acquired Contracts is appropriate in these cases. NOTICE 42. Notice of this Motion has been provided by , facsimile, or overnight courier to: (a) the Office of the United States Trustee for Region 1, 1000 Elm Street, Suite 605 Manchester, NH 03101, Attn: Geraldine L. Karonis; (b) Kelley Drye & Warren LLP, 101 Park Avenue, New York, NY 10178, Attn: James S. Carr, Esq., counsel to the Creditors Committee; (c) the Internal Revenue Service, 1000 Elm St., 9th Floor Manchester, NH 03101, Attn: District 15

16 Case: HJB Doc #: 2360 Filed: 10/01/15 Desc: Main Document Page 16 of 17 and Regional Directors; (d) U.S. Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549; (e) those parties, if any, who have asserted a lien on the Purchased Assets; (f) all counterparties to a contract or lease that is listed as an Acquired Contract in the Asset Purchase Agreement; (g) the Buyer; (h) those parties who have formally filed requests for notice in these chapter 11 cases pursuant to Bankruptcy Rule 2002; and (i) the parties who expressed an interest in purchasing the Purchased Assets and previously received information concerning the sale. WAIVER OF MEMORANDUM OF LAW 43. The Debtors request that the Court waive and dispense with the requirement set forth in Local Rule 7102(b)(2) that any motion filed shall have an accompanying memorandum of law. The legal authorities upon which the Debtors rely are set forth in the Motion. Accordingly, the Debtors submit that a waiver of the Local Rule 7102(b)(2) requirement is appropriate under these circumstances. [remainder of page intentionally left blank] 16

17 Case: HJB Doc #: 2360 Filed: 10/01/15 Desc: Main Document Page 17 of 17 WHEREFORE, the Debtors respectfully request entry of an order: (i) approving the sale of the Purchased Assets to Buyer free and clear of all Liens, Claims, Encumbrances, and Interests; and (ii) granting related relief. Dated: October 1, 2015 /s/ James T. Grogan Luc A. Despins, Esq. Andrew V. Tenzer, Esq. James T. Grogan, Esq. (BNH07394) PAUL HASTINGS LLP Park Avenue Tower 75 East 55th Street, First Floor New York, New York Telephone: (212) Facsimile: (212) and - Daniel W. Sklar, Esq. Holly J. Barcroft, Esq. NIXON PEABODY LLP 900 Elm Street Manchester, NH Telephone: (603) Facsimile: (603) Co-Counsel for the Debtors and Debtors in Possession 17

18 Case: HJB Doc #: Filed: 10/01/15 Desc: Proposed Order Page 1 of 84 EXHIBIT A PROPOSED SALE ORDER

19 Case: HJB Doc #: Filed: 10/01/15 Desc: Proposed Order Page 2 of 84 UNITED STATES BANKRUPTCY COURT DISTRICT OF NEW HAMPSHIRE x : In re: : Chapter 11 : GT ADVANCED TECHNOLOGIES INC., et al., : Case No HJB : Debtors. 1 : Jointly Administered : : x ORDER APPROVING THE SALE OF HYPERION ASSETS OF GTAT CORPORATION TO NEUTRON THERAPEUTICS INC. FREE AND CLEAR OF ALL LIENS, CLAIMS, ENCUMBRANCES, AND INTERESTS Upon the motion (the Motion ) 2 of the above-captioned debtors and debtors in possession (collectively, the Debtors ) for entry of an order authorizing GTAT Corporation ( GTAT ), to sell the Purchased Assets to Neutron Therapeutics Inc. ( Buyer ) free and clear of all Liens, Claims, Encumbrances, and Interests pursuant to the Asset Purchase Agreement; 3 and the Court having jurisdiction to consider the Motion and the relief requested therein pursuant to 28 U.S.C. 157 and 1334; and consideration of the Motion and the requested relief being a core proceeding pursuant to 28 U.S.C. 157(b); and venue being proper before this Court pursuant to 28 U.S.C and 1409; and due and proper notice of the Motion having been provided to the parties listed therein, and it appearing that no other or further notice need be provided; and The Debtors, along with the last four digits of each debtor s tax identification number, as applicable, are: GT Advanced Technologies Inc. (6749), GTAT Corporation (1760), GT Advanced Equipment Holding LLC (8329), GT Equipment Holdings, Inc. (0040), Lindbergh Acquisition Corp. (5073), GT Sapphire Systems Holding LLC (4417), GT Advanced Cz LLC (9815), GT Sapphire Systems Group LLC (5126), and GT Advanced Technologies Limited (1721). The Debtors corporate headquarters are located at 243 Daniel Webster Highway, Merrimack, NH Capitalized terms that are used but not otherwise defined in this Order have the meanings ascribed to them in the Motion or the Asset Purchase Agreement, as applicable The Asset Purchase Agreement shall be referred to as the Asset Purchase Agreement. A copy of the Asset Purchase Agreement is attached hereto as Exhibit 1. 1

20 Case: HJB Doc #: Filed: 10/01/15 Desc: Proposed Order Page 3 of 84 the Court having determined that the legal and factual bases set forth in the Motion establish just cause for the relief granted herein; and it appearing that the relief requested in the Motion is in the best interests of the Debtors, their estates and creditors, IT IS HEREBY ORDERED THAT: 1. The relief requested in the Motion is GRANTED in its entirety. 2. Any and all objections and responses, whether filed or asserted in open Court, to the Motion, to the relief requested in the Motion or this Order, that have not been withdrawn, waived, resolved, or settled as set forth herein or set forth in a stipulation presented to the Court, and all reservations of rights included therein, are hereby overruled in all respects and denied with prejudice. 3. GTAT s sale of the Purchased Assets to Buyer is hereby approved pursuant to sections 105(a) and 363(b) of the Bankruptcy Code, the Asset Purchase Agreement is approved in all respects, and GTAT is authorized to enter into and perform all of its obligations under the Asset Purchase Agreement and to execute and perform such agreements and take such other actions as are necessary or appropriate to effectuate the terms of the Asset Purchase Agreement and to take all further actions as may reasonably be requested by the Buyer for the purpose of assigning, transferring, granting, conveying and conferring to the Buyer, or reducing to its possession, any or all of the Purchased Assets, without any further corporate action or orders of this Court. 4. Pursuant to section 363(f) of the Bankruptcy Code, Buyer shall take title to the Purchased Assets free and clear of all Liens, Claims, Encumbrances and Interests and other liabilities of any kind whatsoever (other than Assumed Liabilities), with any and all such Liens, Claims, Encumbrances and Interests to attach to the proceeds of the sale with the same validity, 2

21 Case: HJB Doc #: Filed: 10/01/15 Desc: Proposed Order Page 4 of 84 priority, force and effect such Liens, Claims, Encumbrances and Interests had on the Purchased Assets immediately prior to the sale and subject to the rights, claims, defenses and objections, if any, of GTAT and all interested parties with respect to any such asserted Liens, Claims, Encumbrances and Interests. 5. All persons or entities, presently or after the Closing, in possession or control of any of the Purchased Assets, are directed to surrender possession or control of such Purchased Assets to the Buyer as of the Closing or at such time thereafter as the Buyer may request. 6. Except as permitted or otherwise provided by the Asset Purchase Agreement or this Order, all persons and entities holding Liens, Claims, Encumbrances and/or Interests against the Debtors or against or in the Purchased Assets are forever barred, estopped, and permanently enjoined from asserting against Buyer, its successors or assigns, its property, including the Purchased Assets, such persons' or entities' Liens, Claims, Encumbrances or Interests. 7. If any person or entity that has filed financing statements, mechanic's liens, lis pendens or other documents evidencing any Liens, Claims, Encumbrances or Interests shall have not delivered to the Debtors prior to the Closing termination statements, instruments of satisfaction, and/or releases of all Liens, Claims, Encumbrances and/or Interests with respect to the Purchased Assets, then (a) the Debtors are authorized to execute and file such documents on behalf of the person or entity with respect to the Purchased Assets, and (b) Buyer is authorized to file, register, or record a certified copy of this Order and any other documents on behalf of any person or entity that has filed any financing statement or other document with respect to the Purchased Assets, which, once filed, registered or recorded, shall constitute conclusive evidence of the release of all such Liens, Claims, Encumbrances and/or Interests. 3

22 Case: HJB Doc #: Filed: 10/01/15 Desc: Proposed Order Page 5 of Except for the Assumed Liabilities or as may be otherwise expressly provided in the Asset Purchase Agreement or in this Order: (a) Buyer shall have no liability for any obligation of the Debtors arising under or related to the Purchased Assets; and (b) Buyer shall not be liable for any claims against the Debtors, and Buyer shall have no successor or vicarious liabilities of any kind or character at or after the Closing, now existing or hereafter arising, whether fixed or contingent, with respect to the Debtors or any obligations of the Debtors arising prior to the Closing. 9. Pursuant to sections 105(a), 363, and 365 of the Bankruptcy Code, and subject to and conditioned upon the occurrence of the Closing, GTAT s assumption and assignment, as applicable, to the Buyer of the Acquired Contracts, and the Buyer s assumption thereof on the terms set forth in the Asset Purchase Agreement, each is hereby approved in its entirety, and the requirements of section 365 of the Bankruptcy Code with respect thereto are hereby deemed satisfied. To the extent that there is an existing default that must be cured under section 365 of the Bankruptcy Code in connection with the assumption and assignment of any Acquired Contract (collectively, the Cure Costs ), such Cure Costs are hereby fixed at the amount set forth on Schedule 2.1(a) of the Asset Purchase Agreement; provided that, for the avoidance of doubt, Buyer shall have no liability whatsoever under any contract that is deemed removed from Schedule 1.1(l) to the Asset Purchase Agreement in accordance with the Asset Purchase Agreement. The payment by the Buyer of the applicable Cure Costs (if any) with regard to Acquired Contracts shall (a) effect a cure of all defaults existing thereunder as of the Closing Date and (b) compensate the parties entitled to receive such Cure Amounts for any actual pecuniary loss resulting from such default. The Buyer has provided adequate assurance of its future performance of, and under, each of the Acquired Contracts, within the meaning of 4

23 Case: HJB Doc #: Filed: 10/01/15 Desc: Proposed Order Page 6 of 84 Bankruptcy Code section 365(b)(1)(C). Upon Closing and payment by Buyer of the Cure Costs (if any), GTAT shall have assumed the Acquired Contracts and assigned them to Buyer, and all the requirements and conditions of sections 363 and 365 of the Bankruptcy Code for the assumption by GTAT and assignment to Buyer of the Acquired Assets shall hereby deemed satisfied. 10. All non-debtor counterparties to an Acquired Contract are forever bound by such Cure Costs as full, final, and complete satisfaction of all amounts due to cure defaults and compensate for any actual pecuniary loss, and such non-debtor parties are hereby forever permanently barred, estopped, and enjoined from taking any action against the Debtors or their estates, the Buyer, or the Purchased Assets with respect to any claim for cure under any Acquired Contract. All requirements and conditions under sections 363 and 365 of the Bankruptcy Code for the assumption by GTAT and assignment to the Buyer of the Acquired Contracts have been satisfied. Any entity having the right to consent under section 365(c) of the Bankruptcy Code to the assumption or assignment of any Acquired Contract that failed to object to such assumption or assignment is deemed to have consented to such assumption and assignment as required by section 365(c) of the Bankruptcy Code. 11. Buyer is hereby determined to be a good faith buyer under section 363(m) of the Bankruptcy Code and shall be entitled to the protections afforded to a good faith buyer thereunder. 12. The consideration provided by Buyer for the Purchased Assets pursuant to the Asset Purchase Agreement is fair and reasonable and constitutes reasonably equivalent value, and the sale is not subject to avoidance or the award of costs or damages pursuant to section 363(n) of the Bankruptcy Code. 5

24 Case: HJB Doc #: Filed: 10/01/15 Desc: Proposed Order Page 7 of This Order and the Asset Purchase Agreement shall be binding in all respects upon all creditors of the Debtors, all successors and assigns of Buyer, the Debtors and any subsequent trustee(s) appointed in any one of Debtors' chapter 11 cases or upon a conversion thereof to chapter 7 of the Bankruptcy Code and shall not be subject to rejection. Nothing contained in any chapter 11 plan confirmed in any one or more of the Debtors' bankruptcy cases or in any order of the Court confirming any such chapter 11 plan(s) shall conflict with or modify the rights of Buyer under this Order or the Asset Purchase Agreement. The Asset Purchase Agreement shall not be subject to rejection or avoidance under any circumstances. 14. GTAT is authorized to take all actions necessary to effectuate the relief granted pursuant to this Order, and, subject to the entry of this Order, GTAT has full corporate power and authority to execute and deliver the Asset Purchase Agreement and to perform all of its obligations thereunder. No consents or approvals, other than as expressly provided for in the Asset Purchase Agreement and the entry of this Order, are required by GTAT to undertake such actions. 15. Subject to the terms specified therein, the Asset Purchase Agreement and any related agreements, instruments, and documents may be waived, modified, amended, or supplemented by agreement of GTAT and the Buyer, without further action of this Court; provided, however, that any such waiver, modification, amendment or supplement does not have a material and adverse effect on GTAT or its estate. 16. The stays provided for in Bankruptcy Rules 6004(h) and 6006(d) are hereby waived, and this Order shall be effective immediately upon its entry. 17. All time periods set forth in this Order shall be calculated in accordance with Bankruptcy Rule 9006(a). 6

25 Case: HJB Doc #: Filed: 10/01/15 Desc: Proposed Order Page 8 of The requirement set forth in Local Rule 7102(b)(2) that any motion filed shall have an accompanying memorandum of law is waived. 19. The Court retains exclusive jurisdiction with respect to all matters arising from or related to the implementation of this Order. Dated:, 2015 Manchester, NH HONORABLE HENRY J. BOROFF UNITED STATES BANKRUPTCY JUDGE 7

26 Case: HJB Doc #: Filed: 10/01/15 Desc: Proposed Order Page 9 of 84 Exhibit 1 to Order

27 Case: HJB Doc #: Filed: 10/01/15 Desc: Proposed Order Page 10 of 84 Execution Copy ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT (this Agreement ), dated as of October 1, 2015, is by and between GTAT Corporation, d/b/a GT Advanced Technologies, a Delaware corporation ( Seller ), and Neutron Therapeutics Inc., a Delaware corporation ( Buyer ). RECITALS WHEREAS on October 6, 2014 (the Petition Date ) Seller, together with GT Advanced Technologies Inc., Seller s parent (the Company ), and certain of the Company s indirect subsidiaries, filed a voluntary petition for relief under Title 11, United States Code (the Bankruptcy Code ) in the United States Bankruptcy Court for the District of New Hampshire (the Bankruptcy Court ) commencing a case under Chapter 11 of the Bankruptcy Code (the Bankruptcy Case ); WHEREAS, Seller develops equipment, components and systems under the Hyperion trademark related to (i) the exfoliation of crystalline materials including silicon, sapphire and silicon carbide and (ii) neutron generating accelerator systems and components for use in boron neutron capture therapy, related cancer treatments and other non-medical applications (the Business ); and WHEREAS, Buyer desires to purchase from Seller and Seller desires to sell to Buyer certain assets used in the Business as further described herein free and clear of any and all liens, claims, interests and encumbrances pursuant to Section 363(f) of the Bankruptcy Code as provided in an order of the Bankruptcy Court approving such sale under Section 363 of the Bankruptcy Code to be entered in the Bankruptcy Case, and to assume only certain specified liabilities of Seller related thereto, all on the terms and subject to the conditions set forth in this Agreement and in accordance with Sections 105, 363, 365 and other applicable provisions of the Bankruptcy Code; NOW THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants, agreements and conditions set forth below, the parties agree as follows: 1. PURCHASE AND SALE OF ASSETS AGREEMENT 1.1 Assets to be Transferred. Subject to the terms and conditions of this Agreement and for the consideration herein stated, on the Closing Date (as defined herein), Seller shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase and accept, all of Seller s right, title and interest in and to the assets of Seller used exclusively in the Business as presently conducted, whether or not carried on Seller s books and records, regardless of whether such assets existed prior to the commencement of the Bankruptcy Case or arising thereafter, but in each case excluding Excluded Assets (defined below) and consisting of the following assets described in this Section 1.1 (collectively, the Purchased Assets ), in each case free and clear of any and all Claims, Interests and Encumbrances: (a) All fixed assets (including machinery and equipment), tools, tooling, building improvements, furniture, fixtures, leasehold improvements, and office equipment, motor vehicles and computer and lab equipment located in Danvers, Massachusetts (collectively, the Equipment ), including the Equipment set forth on Schedule 1.1(a). (b) All useable, saleable and marketable inventory of finished products and work in progress for products, together with all useable, saleable or marketable raw _20

28 Case: HJB Doc #: Filed: 10/01/15 Desc: Proposed Order Page 11 of 84 materials, prepaid parts and materials, spare parts, supplies, and advertising, promotional and packaging materials that are used exclusively in the Business (collectively, the Inventory ), including the Inventory as of September 30, 2015 set forth on Schedule 1.1(b). (c) Subject to Section 1.2(c), all accounts receivable of Seller relating exclusively to the Business, which accounts receivable as of September 30, 2015, are set forth on Schedule 1.1(c). (d) All prepaid expenses of Seller relating exclusively to the Business, including prepaid rent and expenses previously paid by Seller under any of the Acquired Contracts (defined below) and security deposits, including the prepaid expenses as of September 30, 2015 that are set forth on Schedule 1.1(d). (e) All designs, drawings, specifications, bills of materials and vendor lists used or useable exclusively in the Business (the Specifications ). (f) All intellectual property and assets related to and used exclusively in the Business (the Intellectual Property ), which Intellectual Property is set forth on Schedule 1.1(f), including: (i) patents, patent applications, patent disclosures and all related continuation, continuation-in-part, divisional, reissue, re-examination, utility model, certificate of invention and design patents and patent applications, design registrations and applications for design registrations; (ii) trademarks, service marks, logos, tradenames and corporate names and registrations and applications for registration thereof, copyrights and registrations and applications for registration thereof, including moral rights of authors; (iii) computer software and documentation, including all source code, object code and works-for-hire; (iv) trade secrets and confidential business information, whether patentable or non-patentable and whether or not reduced to practice, know-how, manufacturing and product processes and techniques, research and development information, copyrightable works, financial, marketing and business data, pricing and cost information, business and marketing plans, customer and supplier lists and information, Data (defined below), internet domain name registrations, and internet protocol addresses; (v) other proprietary rights relating to any of the foregoing (including, without limitation, remedies against infringements thereof and rights of protection of interest therein under the laws of all jurisdictions); and (vi) copies and tangible embodiments thereof, including all books or records related thereto. (g) All rights that Seller has to sue for past, present or future infringement, misappropriation or violation of rights related to the Intellectual Property (the IP _20-2-

29 Case: HJB Doc #: Filed: 10/01/15 Desc: Proposed Order Page 12 of 84 Claims ) and to retain any damages and profits due or accrued; provided that, should Buyer determine to commence proceedings in respect of an IP Claim that accrued or arose on or before the Closing ( Pre-Closing IP Claims ), Seller shall be entitled to fifty percent of any monies recovered by way of damages, profits, awards or otherwise, in respect of such Pre-Closing IP Claims (net of any costs); provided, further, that Seller shall have no right or standing to appear or participate in such proceedings or negotiations related thereto, but Buyer shall notify Seller of its intent to commence such a proceeding, provide a reasonably detailed description of the related Pre-Closing Claim, and provide Seller with quarterly updates regarding the proceeding until such proceeding has been closed, settled, or otherwise dismissed. (h) All rights that Seller has (a) to collect royalties and other payments under or on account of any of the Intellectual Property and (b) to collect or receive royalties on account of the Intellectual Property pursuant to 11 U.S.C. 365(n). (i) (j) All invention assignment agreements. All books and records related to the Intellectual Property. (k) Any and all data and information relating exclusively to the Business or the Purchased Assets (collectively, the Data ) licensed, obtained or otherwise received, developed, generated or recorded by Seller, including but not limited to any and all copies, reproductions, embodiments or versions of any information or data (whether in electronic, human or machine readable or executable form or any other format) in the possession, custody or control of Seller or its representatives, or that Seller or its representatives otherwise has the right to access. (l) The contracts, leases (for real and personal property), licenses, and sublicenses used in the Business that are set forth on Schedule 1.1(l) (the Acquired Contracts ); provided that, if any entity holding a claim arising under any contract listed on Schedule 1.1(l) objects to the Cure Cost (defined below) for such contract as set forth in Schedule 2.1(a), then at the request of Buyer, in its sole discretion, such contract shall be deemed removed from Schedule 1.1(l), provided further that, for the avoidance of doubt, Buyer shall have no liability whatsoever under any contract that is removed at Buyer s request from Schedule 1.1(l) in accordance with this Agreement. (m) All causes of action, lawsuits, judgments, claims and demands of any nature available to or being pursued by Seller related exclusively to the Purchased Assets, the Assumed Liabilities (defined below) or the ownership, use, function or value of any Purchased Asset, whether arising by way of counterclaim or otherwise (the Acquired Causes of Action ), including without limitation any such Acquired Causes of Action against any counterparties to any of the Acquired Contracts, which Acquired Causes of Action are set forth on Schedule 1.1(m). (n) All permits, licenses, registrations, certificates, orders, approvals, franchises, variances and similar rights used in the Business (collectively, Permits ) issued by or obtained from any governmental, regulatory or administrative authority or agency, court or arbitrational tribunal (a Governmental Entity ) to the extent such Permits are transferable, which Permits are set forth on Schedule 1.1(n) _20-3-

30 Case: HJB Doc #: Filed: 10/01/15 Desc: Proposed Order Page 13 of 84 (o) All guaranties, warranties, representations, indemnities and similar rights in favor of Seller to the extent related to any Purchased Asset. (p) All of the know-how and goodwill of the Business, including, without limitation, the exclusive right for Buyer to hold itself out as the owner of the Business. (q) Subject to applicable law and the terms of the applicable contracts, all rights under any contract under which the counterparty or counterparties agree or have agreed not to compete with the operations or property of Seller with respect to the Business, agree or have agreed not to solicit the employees of Seller with respect to the Business or agree or have agreed to maintain the confidentiality of confidential information regarding Seller with respect to the Business, without regard to whether any such contract is an Excluded Asset (defined below), provided that, Seller shall be under no obligation to collect, identify, schedule or otherwise enumerate the contracts or rights subject to this provision, nor shall Seller be required to take any additional action to formalize the assignment of such rights. Subject to the terms hereof, Seller agrees to take commercially reasonable steps to cooperate with Buyer with respect to the enforcement of the rights validly transferred hereby, provided that, Seller makes no representation regarding the enforceability of any of the rights subject to this provision. 1.2 Excluded Assets. The provisions of Section 1.1 notwithstanding, it is expressly understood and agreed that the Purchased Assets and the Business shall not include the following (collectively, the Excluded Assets ): (a) all intellectual property and assets related to (i) the coating, deposition and/or sputtering of thin films on various substrates including, but not limited to, the technology described in United States Patent No. 8,758,580, United States Publication No. US2014/ A1, published September 18, 2014 and International Patent Publication No. PCT/US2015/016124, published February 17, 2015 (the Zephyr Technology ), (ii) an alpha or prototype machine, referred to as the Rotational Open Loop Ion Assisted Reactive Magnetron Sputtering (the Tool ) and (iii) all equipment, whether ancillary or not, processes, raw materials, work-in-progress, consumables, accessories, characterization and analytical equipment and tools, metrology equipment and tools and any and all information, material and other proprietary rights relating to the Zephyr Technology or the Tool; (b) (c) of Seller; any intellectual property not specifically identified on Schedule 1.1(f); any accounts receivable reflecting amounts owed to Seller by an affiliate (d) any cash or cash equivalents or similar type investments, deposits in transit, certificates of deposit, treasury bills and other marketable securities of Seller, whether or not reflected as assets of the Business; (e) all executory contracts, unexpired leases, licenses, and sublicenses that are not Acquired Contracts; (f) any assets used prior to the date hereof in Seller s, the Company s or the Company s subsidiaries business, other than the Business; _20-4-

31 Case: HJB Doc #: Filed: 10/01/15 Desc: Proposed Order Page 14 of LIABILITIES (g) the corporate charter, qualifications to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, seals, minute books, stock transfer books and other documents relating to the organization and existence of Seller, the Company or their respective subsidiaries; (h) any of the rights of Seller under this Agreement or any of Seller Transaction Documents (defined below); (i) any avoidance actions of Seller s bankruptcy estate arising under the Bankruptcy Code, including 542 through 550 of the Bankruptcy Code, but excluding any rights in or to any of the Purchased Assets or Acquired Contracts and any rights necessary for Buyer to avoid losing the benefit of any Purchased Asset or Acquired Contract; (j) any and all capital stock owned by Seller in any direct or indirect Subsidiary thereof; and (k) the lease (the Lease ) to the premises commonly known as Unit 1, One Industrial Drive, Danvers, Massachusetts (the Premises ) in effect between Seller and One Industrial Drive, LLC, a Massachusetts limited liability company (the Landlord ), as of the date hereof. 2.1 Assumption of Certain Liabilities. (a) At the Closing, or on the later date of Bankruptcy Court approval of the assumption and assignment if Bankruptcy Court approval to assume and assign any Acquired Contract has not been obtained prior to the Closing Date, Buyer shall assume, under Section 365(b)(1)(A) of the Bankruptcy Code, all payment or performance obligations and related Liabilities (defined below) that accrue and are required to be performed from and after the Closing under the Acquired Contracts (including, for the avoidance of doubt, all accounts payable). Buyer shall be responsible for all costs associated with curing any and all defaults under any Acquired Contract, including any cure payment required to be made in connection with the assumption of any Acquired Contract by Seller and assignment of such contract to Buyer (the Cure Costs ). Attached hereto as Schedule 2.1(a) is a listing of Seller s good faith estimate of the Cure Costs. (b) Subject to the terms and conditions of this Agreement, at the Closing, Buyer shall assume the outstanding post-petition liabilities and obligations related to the Business set forth on Schedule 2.1(b). (c) At the Closing, Buyer shall assume the liabilities other than accrued wages, including accrued vacation time ( Benefits Claims ), related to the New Buyer Employees (defined below) existing as of the Closing Date. The estimated Benefits Claims with respect to the Employees (defined below) as of October 16, 2015 are set forth on Schedule 2.1(c) _20-5-

32 Case: HJB Doc #: Filed: 10/01/15 Desc: Proposed Order Page 15 of Excluded Liabilities. It is expressly understood and agreed that Buyer shall not assume and will not be liable for any Liabilities of Seller except as specifically described in Section 2.1 of this Agreement (collectively, the Assumed Liabilities ). As used in this Agreement, the term Liability shall mean and include any direct or indirect indebtedness, guaranty, endorsement, warranty, product liability, environmental liability, commissions, claim, loss, damage, deficiency, cost, expense, tax (including, but not limited to, all foreign, federal, state, provincial, local and other taxes, fees, levies, duties and other assessments or charges of whatever kind (including without limitation, income, excise, stamp, transfer, property (tangible and intangible), value added, real estate, sales, payroll, gains, gross receipts, withholding and franchise taxes) together with any interest, penalties, or additions payable in connection with such taxes, fees, levies, duties or other assessments or charges, Taxes ), obligation or responsibility, fixed or unfixed, known or unknown, asserted or unasserted, liquidated or unliquidated, secured or unsecured. It is expressly understood and agreed that the parties intend that Buyer shall not be considered to be a successor to Seller by reason of any theory of law or equity and that Buyer shall have no liability except as expressly provided in this Agreement for any Liability of Seller or any of its subsidiaries or affiliates. 3. PURCHASE PRICE PAYMENT 3.1 Purchase Price. At the Closing (as defined below), Buyer shall pay Seller (i) US$1,100,000 less the Deposit (as defined below) plus (ii) the Prorated Rent Amount (defined below) in cash for the Purchased Assets (the Purchase Price ) and instruct the Escrow Agent (as defined below) to deliver the Deposit. 3.2 Method of Payment. All payments hereunder shall be made by wire transfer of immediately available funds to an account designated by the recipient, or in such other manner as agreed to by the parties in writing or as otherwise expressly stated herein. 3.3 Closing. The consummation of the transactions contemplated by this Agreement (the Closing ) shall take place at the offices of Ropes & Gray LLP, 800 Boylston Street, Boston, Massachusetts, at 12:00 noon (Boston time) on the fifth business day after the conditions to Closing have been satisfied or waived in accordance with Section 9 hereof (the Closing Date ), or at such other date or place as mutually agreed to by Buyer and Seller. The parties agree that the execution and delivery of the documents and instruments contemplated under the terms of this Agreement at the Closing may be effected remotely by means of an exchange of electronically scanned copies and facsimile copies of the originally executed transaction documents. 3.4 Deposit. On the date hereof, Buyer shall make a cash deposit of two hundred fifty thousand dollars (US$250,000) (the Deposit ) by wire transfer to an interest-bearing escrow account established pursuant to the terms of the escrow agreement attached hereto as Exhibit A (the Escrow Agreement ), which Deposit shall be held and disbursed by the escrow agent in accordance with the terms of the Escrow Agreement. 4. REPRESENTATIONS AND WARRANTIES 4.1 Seller. Seller makes the following representations and warranties to Buyer, each of which is true and correct on the date hereof, and shall expire on the Closing Date: (a) Organization. Seller is a corporation, duly organized, validly existing and in good corporate and tax standing under the laws of each jurisdiction in which the nature of its business or the ownership or leasing of its properties requires such qualification except for jurisdictions where the failure to so qualify would not have a _20-6-

33 Case: HJB Doc #: Filed: 10/01/15 Desc: Proposed Order Page 16 of 84 material adverse effect on the properties or assets of Seller, and has all requisite corporate authority to own, lease and operate its properties related to the Business and to carry out the Business as it is now conducted. (b) Authority. Subject to the approval of the Bankruptcy Court, (i) Seller has all requisite corporate power and authority to enter into this Agreement and all other documents and instruments to be executed and delivered by Seller under the terms of this Agreement (collectively, the Seller Transaction Documents ) and to carry out the transactions contemplated hereby and thereby, and (ii) this Agreement and the other Seller Transaction Documents, when executed and delivered, will constitute valid, binding agreements of Seller, enforceable in accordance with their respective terms, except as such may be limited by any order of the Bankruptcy Court in the Bankruptcy Case. (c) No Violation. Subject to the approval of the Bankruptcy Court, Seller s execution and delivery of this Agreement and the other Seller Transaction Documents and Seller s consummation of the transactions contemplated hereby and thereby (i) will not violate any applicable law or order of any government entity and (ii) will not require any authorization, consent, approval, exemption, or other action by or notice to any government entity. (d) Purchased Assets. Seller is the true and lawful exclusive owner of, and has good title to, all of the Purchased Assets. Pursuant to the Sale Order (defined below), Buyer shall receive good and marketable title to the Purchased Assets, free and clear of any and all Claims, Interests and Encumbrances. All Inventory of Seller purchased by Buyer was acquired or processed and has been obtained in the ordinary course of business and, to Seller s knowledge, consists of a quality, quantity and condition useable or saleable in the ordinary course of the Business. The Purchased Assets comprise all of the Equipment, Inventory, Specifications, Intellectual Property, Trademarks and goodwill used exclusively in the Business. There are no liens or other encumbrances with respect to Taxes upon any of the Purchased Assets. (e) Intellectual Property Rights. Except as set forth on Schedule 4.1(e), Seller has not granted any license or entered into any agreement pursuant to which Seller has granted any rights to any third party with respect to the Intellectual Property. (f) Litigation. Except as set forth on Schedule 4.1(f), there is no litigation or proceeding pending or to Seller s knowledge threatened that relates to the Business, nor have Seller s executives received any notice of any such action or of any governmental investigation that relates to the Business or the Purchased Assets. There is no judgment, order, injunction or decree outstanding against Seller that is related to the Purchased Assets, other than those issued by the Bankruptcy Court and those imposed under the Bankruptcy Code. (g) Acquired Contracts. Seller has delivered true and correct copies of each of the Acquired Contracts to Buyer. Except as noted on Schedule 2.1(a) and subject to payment of any Cure Costs in accordance with this Agreement and satisfaction of applicable requirements for assumption and assignment to Buyer under Section 365 of the Bankruptcy Code, and except for any breach or default arising as a result of the commencement of the Bankruptcy Case, (i) each Acquired Contract is on the date hereof, and at Closing will be, legally valid and binding and enforceable in accordance with its _20-7-

34 Case: HJB Doc #: Filed: 10/01/15 Desc: Proposed Order Page 17 of 84 terms and in full force and effect; (ii) Seller and, to the knowledge of Seller, each counterparty to any Acquired Contract has performed in all material respects the obligations required to be performed by it and is not in breach or default under any Acquired Contract to which it is a party and no event has occurred which, after the giving of notice or the lapse of time or both, would constitute such a breach or default; and (iii) Seller has not received any notice of default under any Acquired Contract to which it is party. Seller is not in negotiations to amend any Acquired Contract and no party to an Acquired Contract has provided any notice to Seller to terminate, modify or amend such Acquired Contract. To the knowledge of Seller, there are no threatened disputes or disagreements with respect to any Acquired Contracts. (h) Suppliers. To Seller s knowledge, the relationships between Seller and the suppliers of the Business are good commercial working relationships, other than any impact on or change to such relationships relating to the Bankruptcy Case or the commencement thereof. (i) Compliance with Laws. Seller is and has been in compliance in all material respects with all applicable laws with respect to the Business and has not received any notification of any asserted failure to so comply. (j) Brokers. Except as set forth on Schedule 4.1(j), no finder or any agent, broker or other person, acting pursuant to the authority of Seller or any affiliate of Seller is entitled to any commission or finder s fee in connection with the transactions contemplated by this Agreement. (k) Relationships with Affiliates. No direct or indirect subsidiary or other affiliate of Seller (a) owns or has the right to use the Purchased Assets, (b) has any claim or cause of action against Seller that is related to the Purchased Assets, or (c) owes any money to, or is owed any money by, Seller that is related to the Purchased Assets. 4.2 Buyer. Buyer makes the following representations and warranties to Seller, each of which is true and correct on the date hereof and shall expire on the date of the Closing Date. (a) Organization. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. (b) Authority. Buyer has the requisite capacity, power and authority to enter into this Agreement and the other documents and instruments to be executed and delivered by Buyer and to carry out the transactions contemplated hereby and thereby. Subject to Bankruptcy Court approval, this Agreement and the other documents and instruments to be executed and delivered by Buyer pursuant hereto and thereto, when executed and delivered, will constitute valid, binding agreements of Buyer, enforceable in accordance with their respective terms, except as such may be limited by any order of the Bankruptcy Court in the Bankruptcy Case. (c) No Violation. Subject to Bankruptcy Court approval, neither the execution and delivery of this Agreement or the other documents and instruments to be executed and delivered by Buyer pursuant hereto, nor the consummation by Buyer of the transactions contemplated hereby and thereby (i) will violate any applicable law or order of any government entity, (ii) will require any authorization, consent, approval, exemption or other action by or notice to any government entity, or (iii) will violate or _20-8-

35 Case: HJB Doc #: Filed: 10/01/15 Desc: Proposed Order Page 18 of 84 conflict with, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or will result in the termination of, or accelerate the performance required by any contract, commitment, understanding, arrangement, agreement or restriction of any kind or character to which Buyer is a party or by which Buyer or any of its assets or properties may be bound or affected. (d) Employment Agreements. Buyer has not entered into any employment or other agreement (an Employment Agreement ) with any of the Employees, unless (i) the Employment Agreement does not become effective until the Closing has occurred and (ii) the Employment Agreement does not prohibit any counterparty to the Employment Agreement from negotiating for employment or from entering into an Employment Agreement with any third party at any time prior to the Closing. (e) Brokers. No finder or any agent, broker or other person, acting pursuant to the authority of Buyer or any affiliate of Buyer is entitled to any commission or finder s fee in connection with the transactions contemplated by this Agreement. 4.3 Disclaimer. Buyer acknowledges and agrees that, except as expressly provided in this Agreement, the sale of the Purchased Assets shall be as is and where is and Seller makes no, and hereby disclaims any, representation or warranty to Buyer with respect to the Purchased Assets or the transactions contemplated hereby, including, without limitation, any warranty of merchantability or fitness for a particular purpose. 5. COVENANTS 5.1 Removal of Purchased/Excluded Assets. (a) After entry of the Sale Order, prior to the consummation of the transactions described herein, Seller shall preserve and protect the Purchased Assets in a manner consistent with its own assets and shall use the Purchased Assets only in the ordinary course of business or as approved by Buyer. (b) After the Closing, Seller shall surrender possession of the Premises to Buyer and permit Buyer to have access to the Premises in order to remove or transfer such Purchased Assets; provided however, that the Closing shall occur prior to October 31, 2015, after which time the Lease will expire or otherwise be terminated and Seller shall have no obligation to permit access to the Premises under this section. (c) Following the Closing, if Buyer discovers any tangible documentation and information, regardless of form or medium, written or electronic, constituting Excluded Assets or any information, material or assets relating otherwise owned by or relating to Seller s other businesses, regardless of where such documentation and information resides (e.g., servers, vaults, Sharepoint, hard or thumb drives and the like), Buyer will use commercially reasonable efforts to either return to Seller or otherwise destroy such documentation and information. If Buyer elects to destroy any such documentation or information, Buyer will deliver to Seller a certification of such destruction upon request. Buyer understands and agrees that this obligation survives the entry of the Sale Order and consummation of the transactions described herein. 5.2 Further Assurances. From the date of this Agreement through the Closing Date, each of Buyer and Seller shall use commercially reasonable efforts to take all actions and to do all things _20-9-

36 Case: HJB Doc #: Filed: 10/01/15 Desc: Proposed Order Page 19 of 84 necessary, proper or advisable to consummate the transactions contemplated by this Agreement. From time to time after the Closing Date, Seller on the one hand, and Buyer on the other hand, will execute and deliver, or cause to be executed and delivered, such other instruments of conveyance, assignment, transfer and delivery and will take such other actions as the other may reasonably request in order to more effectively consummate the transactions contemplated hereby, transfer, convey, assign and deliver to Buyer any of the Purchased Assets or enable Buyer to exercise and enjoy all rights, benefits and obligations of Seller with respect thereto. From and after the date of this Agreement, Buyer and Seller shall not, and shall ensure that none of their direct or indirect subsidiaries, take any action or fail to take any action, which action or failure to act would reasonably be expected to (i) prevent or impede the consummation of the transactions contemplated by this Agreement in accordance with the terms of this Agreement, or (ii) result in (A) the reversal, avoidance, revocation, vacating or modification (in any manner which would reasonably be expected to materially and adversely affect the parties respective rights hereunder) or (B) the entry of a stay pending appeal, in the cases of each of sub-clauses (A) or (B) of this Section, with respect to the Sale Order (as defined below). 5.3 Publicity. Neither Buyer nor Seller shall issue any press release or otherwise make any public statement with respect to the transactions contemplated by this Agreement without the prior approval of the other party, which shall not be unreasonably withheld, except as required by law, provided that the restrictions set forth in this Section 5.3 shall not prohibit (i) such releases or disclosures as shall be required by the Bankruptcy Court or contemplated in the Sale Order, (ii) any motion filed or other communication with the Bankruptcy Court in connection with the authorization and approval of the transactions contemplated hereby or, (iii) in connection with the Bankruptcy Case, communications with the unsecured creditors committee, the ad hoc committee of the Company s convertible noteholders or the lenders party to the Company s debtor-in-possession credit facility. 5.4 Insurance Matters. (a) Buyer acknowledges that Seller s insurance policies with respect to the Business, including insurance policies regarding personal property, liability, business interruption, business automobile liability and workers compensation, shall terminate on the Closing Date, as of which time Buyer shall, at its sole cost and expense, have sole responsibility for procuring any and all insurance policies related to the Business. (b) To the extent that (i) there are third party insurance policies maintained by Seller covering any loss or liability relating to the Business and arising out of an occurrence prior to the Closing (such loss or liability, an Insured Loss ) and (ii) such third party insurance policies continue after the Closing to permit claims to be made with respect to such Insured Loss, Seller agrees to cooperate with Buyer in submitting claims on behalf of Buyer under such insurance policies with respect to such Insured Losses; provided that Buyer agrees to reimburse, indemnify and hold Seller harmless from all liabilities, costs and expenses actually incurred by Seller in pursuing any such claim. 5.5 Operation of Business Pending Closing. Unless Buyer otherwise consents in writing, during the period prior to the Closing Date, Seller shall operate the Business as currently operated under the supervision of the Bankruptcy Court and only in such ordinary course, and shall: (a) maintain the Purchased Assets and operate the Business in the ordinary course and repair and continue normal maintenance and conduct its operations in compliance with applicable laws and regulations in all material respects and, to the extent consistent therewith so as to preserve the current value and integrity of the Purchased _20-10-

37 Case: HJB Doc #: Filed: 10/01/15 Desc: Proposed Order Page 20 of 84 Assets, pay all post-petition taxes accruing prior to the Closing promptly as they become due and payable; (b) use reasonable best efforts to preserve the present business operations, organization and goodwill of the Business and its relationships with customers, suppliers and others having business dealings with it and maintain insurance on the Purchased Assets (in amounts and types consistent with past practice); (c) not sell, lease, transfer, mortgage, encumber, alienate or dispose of the Purchased Assets except for sales of Inventory in the ordinary course; provided that Seller may mortgage or encumber the Purchased Assets solely to the extent permitted under orders of the Bankruptcy Court entered prior to the date of this Agreement and provided that the sale to Buyer is free and clear of such mortgages or encumbrances; and (d) not enter into any material contracts relating to the Business or terminate or amend in any material respect any Acquired Contract without approval of Buyer. 5.6 Employment Agreements. Prior to the Closing, Buyer shall not enter into any Employment Agreement with any Employees or contractors of Seller unless (i) the Employment Agreement does not become effective until the Closing has occurred and (ii) the Employment Agreement does not prohibit any counterparty to the Employment Agreement from negotiating for employment with any other prospective bidder of the Purchased Assets or from entering into an employment agreement with such prospective bidder. 5.7 New Buyer Employees. (a) During the period commencing on the date of this Agreement and continuing through the Closing Date, Seller shall assist and cooperate with Buyer by permitting Buyer to review compensation data and job descriptions for any Employees at Buyer s request. Seller shall permit Buyer to contact and interview, at Seller s premises or such other location mutually acceptable to Buyer and Seller, all Employees. Seller and Buyer shall cooperate to effect an orderly transition of any Employee offered employment by Buyer as a New Buyer Employee. New Buyer Employees means those Employees who become employees of Buyer at or after the Closing. (b) Seller hereby agrees to waive any condition or restriction that Seller may have, whether contractual or otherwise, on the hiring and employment of New Buyer Employees by Buyer. (c) Prior to the Closing, Buyer shall make offers of at-will employment (or employment on such other terms as Buyer may, in its sole and absolute discretion, deem acceptable) effective as of the Closing Date to all of the Employees (the Employment Offers ). The Employment Offers will (i) be contingent on the Closing occurring; (ii) be subject to, and in compliance with, Buyer s standard human resources, ethics and compliance policies and procedures, including requirements for proof evidencing a legal right to work; (iii) have terms, including the position, compensation (at marketcompetitive levels) and responsibilities of such employee, that will be determined by Buyer; (iv) include an acknowledgement that all obligations of Seller with respect to all amounts accrued relating to Benefits Claims, if any, of such New Buyer Employee will, if such New Buyer Employee so elects, be transferred to and assumed by Buyer in connection with such New Buyer Employee s employment by Buyer; (v) include a _20-11-

38 Case: HJB Doc #: Filed: 10/01/15 Desc: Proposed Order Page 21 of 84 waiver of any and all claims against Seller related to such accrued Benefits Claims, if any, that such New Buyer Employee has elected to transfer to, and have assumed by, Buyer; (vi) supersede any prior employment agreements (including management, employment, severance, consulting, relocation, retention, visa, or work permit) in effect with Seller prior to the Closing Date; (vii) be contingent on each such employee s completing, in a manner satisfactory to Buyer, an employment application and a background check; and (viii) provide for employment with Buyer on terms comparable to, and in the aggregate no less favorable than, the terms on which such Employees are currently employed. (d) To the extent a New Buyer Employee does not elect to have its Benefits Claims transferred to and assumed by Buyer, such New Buyer Employee shall receive an amount in cash from Seller equal to the value of such claim as recorded on the books and records of Seller, provided that an amount equal to such amount paid by Seller shall be delivered to Seller by Buyer at the Closing in addition to the Purchase Price (the Benefits Payout ). (e) Buyer will honor, continue in effect, credit and satisfy any Benefits Claims of the New Buyer Employees, if any, that the New Buyer Employees elect to transfer to, and have assumed by, Buyer. For purposes of clarification, New Buyer Employees shall have the option to elect either (i) to transfer to, and have assumed by, Buyer the Benefits Claims or (ii) to have such Benefits Claims paid in cash, but shall not have the right both to be paid in cash and have such Benefits Claims transferred. 5.8 Bankruptcy Pleadings. Promptly following the date of this Agreement, Seller shall file a motion pursuant to 11 U.S.C. 105, 363, and 365 to approve the sale of the Purchased Assets to Buyer pursuant to this Agreement (the Approval Motion ). Seller shall use its reasonable best efforts to obtain an order substantially in the form set forth in Exhibit B approving the Approval Motion, subject to such modifications as may be acceptable to each of Buyer and Seller in its reasonable discretion (the Sale Order ), within 45 days of the date of this Agreement. Seller shall promptly provide Buyer with drafts of all documents, motions, orders, filings or pleadings that Seller proposes to file with the Bankruptcy Court which relate to the consummation or approval of this Agreement, Seller Transaction Documents, or any provision herein or therein, and will provide Buyer with reasonable opportunity to review such filings as reasonably practical. 5.9 Danvers Access. From and after the date of this Agreement, Seller shall permit representatives of Buyer to have full access to the Premises at all reasonable times, with reasonable advance notice and in a manner so as not to interfere with the normal business operations of Seller Attorney-Client Privilege; Attorney Work Product Seller hereby agrees that it will not waive or otherwise share any of Seller s information protected by the attorney client privilege or attorney work product protection associated with the Intellectually Property with any third party (other than its legal counsel, Buyer or as otherwise required by applicable law), without the prior written consent of Buyer. Seller agrees that Buyer shall have the right (which right is hereby irrevocably granted) to assert any attorney client privilege and attorney work product protection of Seller associated with the Intellectual Property, provided that all privileged or protected information delivered to Buyer shall be used solely by Buyer for the purpose of carrying out the Business and/or asserting its rights in, to or with respect to the Intellectual Property. It is the intent of the parties hereto that all information shared between Buyer and Seller and their respective counsel relating to the Intellectual Property that is protected by the attorney client privilege or attorney work product protection shall remain privileged and protected to the maximum extent permitted by law _20-12-

39 Case: HJB Doc #: Filed: 10/01/15 Desc: Proposed Order Page 22 of Exclusivity. Following entry of the Sale Order by the Bankruptcy Court, (i) Seller shall not, and Seller shall use its best efforts to cause its directors, officers, employees, representatives and agents not to, directly or indirectly, encourage, solicit or initiate any proposal or offer from any person or entity (other than Buyer or an affiliate, associate, representative or agent of the Buyer) concerning or relating to the sale, purchase or other transfer of any of the Purchased Assets or the Business (an Alternative Proposal ), or agree to, endorse or take any other action to facilitate an Alternative Proposal or provide any nonpublic information concerning the Purchased Assets or the Business to any person or entity (other than the Buyer) and (ii) Seller shall immediately notify Buyer of, and shall disclose to Buyer a reasonably detailed description of any inquiries received by either Seller or any of its agents or representatives (including, without limitation, the date of such inquiry, the identity of the inquirer and the status of such inquiry) with respect to the acquisition of any of the Purchased Assets or the Business, and Seller shall provide the Buyer with copies of any written proposals and a description of any verbal proposals which are received by Seller or any of its agents or representatives. Notwithstanding anything to the contrary herein, nothing in this Agreement shall require Seller or any directors or officers of Seller (in such person s capacity as a director or officer of Seller) to take any action, or to refrain from taking any action, to the extent such action or forbearance is inconsistent with its or their fiduciary obligations under applicable law, as determined after consultation with outside legal counsel. 6. CLOSING to Buyer: 6.1 Items to be Delivered by Seller. At the Closing, Seller shall deliver the following (a) Bill of Sale. A bill of sale, conveying the Purchased Assets to Buyer in the form attached hereto as Exhibit C (the Bill of Sale ), duly executed by Seller, and such other instruments of conveyance as Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to Buyer of good title to the Purchased Assets. (b) Intellectual Property Deed of Transfer. Assignments relating to the proper conveyance of the Intellectual Property in the form attached hereto as Exhibit D (the IP Assignments ), duly executed by Seller. (c) Sale Order. A copy of the Sale Order, as entered on the docket in the Bankruptcy Case. (d) Purchased Assets. All Purchased Assets of a tangible nature, such delivery to take place in the manner set forth in Section 5.1(b), and all security codes, passwords and log-ins used by Seller s system administrators to access any and all computer hardware and software, electronic networks, databases, and all other information technology systems, equipment, networks and devices included among the Purchased Assets. 6.2 Items to be Delivered by Buyer. At the Closing, Buyer shall deliver the following to Seller, in each case, to the extent applicable, duly executed in the form attached to this Agreement: (a) (b) Cash. The Purchase Price as required by Section 3.1 hereof. Bill of Sale. The Bill of Sale, duly executed by Buyer _20-13-

40 Case: HJB Doc #: Filed: 10/01/15 Desc: Proposed Order Page 23 of 84 (c) Cure Costs. The Cure Costs as required by Section 2.1(a), provided that such Cure Costs shall be transmitted promptly by Seller on the Closing Date to the applicable counterparties of the Acquired Contracts in satisfaction thereof. (d) Benefits Payout. An amount equal to the aggregate Benefits Payout for all New Buyer Employees electing such Benefits Payout, which amount shall be transmitted promptly by Seller on the Closing Date to the applicable New Buyer Employee. (e) Rent. An amount equal to the rent due and payable by Seller to Landlord under the Lease for the month of October 2015, divided by 31, multiplied by the number of days from and including the date of the Closing through October 31, 2015 (the Prorated Rent Amount ). 6.3 Books and Records. The books and records acquired by Buyer hereunder will, following the Closing, be in the custody of Buyer. However, Buyer hereby agrees, for a period of five (5) years from and after the Closing Date, to permit Seller and counsel to Seller and any professionals employed in the Bankruptcy Case (the Estate Representatives ), or any other party by order of the Bankruptcy Court, to have reasonable access to such books and records relating or pertaining to the business and operations of Seller solely to the extent Seller or such Estate Representative has need therefor in order to prepare and file tax returns and to complete the administration of the Bankruptcy Case. If at any time Buyer desires to dispose of or destroy any such records Buyer shall provide Seller or the applicable Estate Representative with 30 days (the Notice Period ) prior written notice thereof. If Seller or such Estate Representative desires to retain any such records or books, Seller or such Estate Representative shall arrange to collect such books and records from Buyer, at Seller or the Estate Representative s expense. In the event that Buyer does not receive any notice of Seller or the Estate Representative's desire to retain any such books or records within such Notice Period, Buyer may then dispose of or destroy such records or books without any further obligations. 6.4 New Buyer Employees. (a) Effective as of the Closing, Seller shall terminate the employment of each of its Employees who are designated by Buyer as having accepted Buyer s offer of employment. Seller shall be responsible for paying any accrued compensation owed to Employees, if any, who do not accept their respective Employment Offers at their termination of employment as may be required under the Bankruptcy Code, provided, for the avoidance of doubt, that, notwithstanding anything herein to the contrary, Buyer is not assuming any responsibility for paying any accrued compensation as to which Seller is not liable under the Bankruptcy Code. (b) Neither Buyer nor its affiliates will assume or be responsible for any liabilities or obligations under any Seller employee benefit plan or similar compensatory arrangement, and Seller will remain solely responsible for all liabilities and obligations under all Seller employee benefit plans and similar compensatory arrangements, except as may be limited by the Bankruptcy Code. Without limiting the foregoing, any severance and other payments and obligations on employment termination with respect to Employees who decline employment with Buyer will be the sole responsibility of Seller. (c) Nothing contained in this Agreement shall (i) be treated as an amendment of any employee benefit plan or compensatory arrangement, (ii) give any current or former employee or any other individual associated therewith or any employee _20-14-

41 Case: HJB Doc #: Filed: 10/01/15 Desc: Proposed Order Page 24 of 84 benefit plan or trustee thereof or any other third party any right to enforce the provisions of this Agreement, or (iii) obligate Buyer or any of its affiliates to (A) maintain any particular benefit plan or compensatory arrangement, (B) refrain from amending or terminating any particular benefit plan or compensatory arrangement, (C) retain the employment of any particular employee, or (D) refrain from changing the terms and conditions of employment. 7. CONDUCT OF CLOSING OF SALE 7.1 Preparation for Closing. Each of the parties hereto agrees to use its good faith efforts to bring about the fulfillment of the conditions precedent contained in this Agreement, including without limitation the obtaining of all necessary consents, approvals, and waivers for the consummation of the transactions contemplated by this Agreement. 7.2 Acquired Contracts. Seller will use its good faith efforts to obtain the entry of an order or orders of the Bankruptcy Court authorizing the assumption and assignment of any Acquired Contracts in the Sale Order or as soon after the sale hearing as is practicable. The Closing shall not be conditioned on the assumption and assignment of any contract to Buyer. 8. CONDITIONS TO CLOSING 8.1 Conditions to Seller s Obligations. Seller s obligation to consummate the transactions contemplated by this Agreement is subject to the satisfaction or waiver by Seller on or prior to the Closing Date of each of the following conditions: (a) All of the representations and warranties of Buyer contained herein shall continue to be true and correct at the Closing in all material respects, all agreements, covenants and obligations to be performed by Buyer prior to the Closing shall have been performed in all material respects and Buyer shall have certified the foregoing to Seller in writing. (b) Buyer shall have executed and delivered to Seller all of those documents, instruments and agreements required to be executed by Buyer to Seller under Section 6.2 hereof. (c) The Bankruptcy Court shall have entered the Sale Order, which Sale Order, as of the Closing Date, shall be in full force and effect and shall not be stayed, modified, vacated, amended or revoked. 8.2 Conditions to Buyer s Obligations. Buyer s obligation to consummate the transactions contemplated by this Agreement is subject to the satisfaction or waiver by Buyer on or prior to the Closing Date of each of the following conditions: (a) All representations and warranties of Seller contained herein shall continue to be true and correct at the Closing in all material respects, all agreements, covenants and obligations to be performed by Seller prior to the Closing shall have been performed in all material respects and Seller shall have certified the foregoing to Buyer in writing _20-15-

42 Case: HJB Doc #: Filed: 10/01/15 Desc: Proposed Order Page 25 of TERMINATION (b) Seller shall have executed and/or delivered, as applicable, to Buyer all of those documents, instruments and agreements required to be executed and delivered to Buyer under Section 6.1 hereof. (c) The sale of all the Purchased Assets by Seller to Buyer and the assumption and assignment by Seller of all the Acquired Contracts to Buyer, free and clear of all Claims, Interests and Encumbrances (other than the Assumed Liabilities), as contemplated by this Agreement, shall have been approved by the Bankruptcy Court pursuant to the Sale Order, which Sale Order, as of the Closing Date, shall be in full force and effect and shall not be stayed, modified, vacated, amended or revoked. (d) Buyer shall not have any actual knowledge that any of the representations and warranties of Seller set forth in Section 4.1 hereof were false in any material respect when made on the date hereof or as of the Closing as if made as of the Closing (other than those representations and warranties which are qualified as to materiality, which shall be true and correct in accordance with their terms) regardless of any examination or investigation made at any time by or on behalf of Buyer or the actual knowledge of any of Buyer s officers, directors, employees or agents at the time of Buyer s execution of this Agreement (provided that Buyer shall promptly provide Seller with notice of any material inaccuracy in such representations or warranties of which Buyer becomes aware (the failure to provide any such notice shall not constitute a default or breach hereunder) which inaccuracy to the extent curable, may be cured by Seller within seven (7) days after such notice), except to the extent any of such representations and warranties are made as of a specific date, in which case such representations and warranties shall be true and correct in all material respects as of the specified date. (e) Seller shall have performed or complied in all material respects with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Closing. (f) Except for the Bankruptcy Case, no action, suit or proceeding shall be pending before any Governmental Entity, court or arbitrator wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) affect adversely in any material respect the right of Buyer to own, operate or control any of the Purchased Assets following the Closing, and no such judgment, order, decree, stipulation or injunction shall be in effect. follows: 9.1 Termination Events. This Agreement may be terminated prior to the Closing as (a) consent; Buyer and Seller may terminate this Agreement by mutual written (b) Buyer may terminate this Agreement by giving written notice to the other party at any time after November 2, 2015, if the Sale Order has not been entered on or before such date, or if the Sale Order is subject to a stay on such date; _20-16-

43 Case: HJB Doc #: Filed: 10/01/15 Desc: Proposed Order Page 26 of 84 (c) Buyer or Seller may terminate this Agreement by giving written notice to the other party in the event of such other party s material breach of any representation, warranty or covenant contained in this Agreement, provided, however, that in the case of a breach of a covenant contained herein by any party, the party in breach shall have five days in which to cure such breach; (d) Buyer or Seller may terminate this Agreement by giving written notice to the other party at any time after twenty (20) business days following the entry of the Sale Order, if the Closing has not occurred for any reason other than the terminating party s material breach of its obligations hereunder; and (e) Buyer may terminate this Agreement by giving written notice to Seller if a motion to dismiss the Bankruptcy Case or a motion to convert the Bankruptcy Case or appoint a trustee or examiner has been granted in the Bankruptcy Case. 9.2 Effect of Termination. Each party s right of termination under Section 9.1 is in addition to any other rights it may have under this Agreement, and the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under this Agreement will terminate, provided, however, that the provisions of Section 3.4 and the Escrow Agreement relating to the disbursement of the Deposit and, if applicable, Section 11 shall survive termination of this Agreement. Notwithstanding anything in this Agreement to the contrary, the maximum liability of Buyer for any breach under this Agreement shall not exceed the amount of the Deposit. 10. TAX MATTERS 10.1 Allocation of Purchase Price. The Purchase Price shall be allocated among the Purchased Assets as reasonably determined by Buyer within sixty (60) days of the Closing Date. Seller and Buyer agree to file all Tax Returns (defined below) consistent with such allocation and to cooperate with each other in any such filings. Each of Seller and Buyer agree to cooperate with each other in preparing IRS Form 8594, and to furnish the other with a copy of such form within a reasonable period prior to its filing date. As used in this Agreement, 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 Transfer Taxes. Buyer shall bear and be responsible for all sales, use, purchase, transfer, deed, stamp and all similar Taxes that may be imposed as a direct result of the transactions contemplated by this Agreement (such Taxes, the Transfer Taxes ) Pro-Rated Taxes. Other than the Transfer Taxes, any real property, personal property or similar Taxes applicable to the Purchased Assets for a taxable period that includes but does not end on the Closing Date shall be paid by Buyer or Seller, as applicable, and such Taxes shall be apportioned between Buyer and Seller pursuant to this Section 10.3 based on the number of days in the taxable period that occur before the Closing Date (the Pre-Closing Tax Period ) and the number of days in the entire taxable period. Seller shall pay Buyer an amount equal to any such Taxes payable by Buyer which are attributable to the Pre-Closing Tax Period, and Buyer shall pay Seller an amount equal to any such Taxes payable by Seller which are not attributable to the Pre-Closing Tax Period. Such payments shall be made on or prior to the Closing Date (or thereafter, promptly after request by Buyer or Seller, if such Taxes are not identified by Buyer or Seller on or prior to the Closing Date) _20-17-

44 Case: HJB Doc #: Filed: 10/01/15 Desc: Proposed Order Page 27 of Cooperation. Buyer and Seller agree to cooperate, as and to the extent reasonably requested by the other party, in connection with any Tax matters related to the Purchased Assets (including by the provision, upon reasonable request, of reasonably relevant records or information). 11. MISCELLANEOUS 11.1 Assignment; Parties in Interest. (a) Assignment. Except as expressly provided herein, the rights and obligations of a party hereunder may not be assigned, transferred or encumbered without the prior written consent of the other parties and any attempted assignment, transfer or encumbrance shall be void and without any legal effect; provided however, that Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its affiliates and (ii) designate one or more of its affiliates to perform its obligations hereunder (in any or all of which case(s) Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder). (b) Parties in Interest. This Agreement shall be binding upon, inure to the benefit of, and be enforceable by the representative successors and permitted assigns of the parties hereto Third-Party Beneficiaries. Other than Buyer, Seller and the Company and its affiliated debtors in possession in the Bankruptcy Case (who shall have rights as third-party beneficiaries of this Agreement, and may enforce its provisions directly), this Agreement shall not confer any rights or remedies upon any person Law Governing Agreement; Bankruptcy Court Jurisdiction. This Agreement shall be construed and interpreted according to the internal laws of the State of Delaware without regard to any conflicts of law provisions, except to the extent that the laws of such state are superseded by the Bankruptcy Code No Liability of Officers and Directors. The parties hereto acknowledge and agree that any individual executing this Agreement or any certificates or other documents contemplated by this Agreement on behalf of Buyer or Seller do so on behalf of such entities and not in their individual capacities. As such, no officer, director, employee or agent of Buyer or Seller shall have any liability hereunder Entire Agreement. This instrument and the other instruments contemplated herein, including the Exhibits and Schedules to this Agreement, embody the entire agreement between the parties hereto with respect to the transactions contemplated herein, and there have been and are no agreements, representations or warranties between the parties other than those set forth or provided for herein. This Agreement may be modified or supplemented only by a writing signed by both parties Notice. All notices, requests, demands and other communications hereunder shall be given in writing and shall be: (i) personally delivered; (ii) sent by electronic mail, facsimile transmission or other electronic means of transmitting written documents; or (iii) sent to the parties at their respective addresses indicated herein by registered or certified U.S. mail, return receipt requested and postage prepaid, or by private overnight mail courier service. The respective addresses to be used for all such notices, demands or requests are as follows: _20-18-

45 Case: HJB Doc #: Filed: 10/01/15 Desc: Proposed Order Page 28 of 84 (a) If to Seller, to: With a copy to: GTAT Corporation 243 Daniel Webster Highway Merrimack, NH Attn: Hoil Kim hoil.kim@gtat.com Ropes & Gray LLP 800 Boylston Street Boston, MA Attn: David A. Fine david.fine@ropesgray.com or to such other person or address as Seller shall furnish to Buyer in writing. (b) If to Buyer, to: With a copy to: Neutron Therapeutics Inc. 273 Concord Street Gloucester, MA Attn: Ted Smick tsmick.smick@gmail.com WilmerHale 60 State Street Boston, MA Attn: Ed Pease Ed.Pease@wilmerhale.com or to such other person or address as Buyer shall furnish to Seller in writing Expenses. Seller shall pay all fees and expenses for brokers, attorneys, accountants and professional advisors incurred by Seller or, prior to the Closing Date, the Business in connection with the transactions and agreements contemplated herein. Buyer or its affiliates shall pay all fees and expenses for brokers, attorneys, accountants and professional advisors incurred by Buyer or its affiliates in connection with the transactions contemplated hereby Headings. The headings in this Agreement are inserted for convenience only and shall not constitute a part hereof Interpretation. For the purposes hereof, the word including and words of similar import when used in this Agreement shall mean including, without limitation, unless the context otherwise requires or unless otherwise specified Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The exchange of copies of this Agreement and of signature pages by electronic or facsimile transmission shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by electronic or facsimile transmission shall be deemed to be their original signatures for all purposes Severability. If any term, provision, covenant or restriction contained in this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void, unenforceable or against its regulatory policy, the remainder of the terms, provisions, covenants and restrictions contained in this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable term, provision, covenant or restriction or any portion thereof had never been contained herein. 12. DEFINITIONS 12.1 General. The terms defined under this Agreement include the plural as well as the singular. The words herein, hereof and hereunder and other words of similar import refer to this _20-19-

46 Case: HJB Doc #: Filed: 10/01/15 Desc: Proposed Order Page 29 of 84 Agreement as a whole and not to any particular Article, Section or other subdivision unless otherwise specified Additional Terms. When used in this Agreement, the following words and phrases have the following meanings: Claim has the meaning given that term in Section 101(5) of the Bankruptcy Code and includes, without limitation, all rights, claims, causes of action, chose in action, Taxes, defenses, debts, demands, damages, offset rights, setoff rights, recoupment rights, obligations, and liabilities of any kind or nature under contract, at law or in equity, known or unknown, contingent or matured, liquidated or unliquidated, and all rights and remedies with respect thereto. Employee shall mean those individuals whose names are set forth on Schedule Encumbrances shall mean any and all Liens (statutory or otherwise), mortgages, pledges, security interests, encumbrances, options, warrants, purchase rights, restrictions, and charges of any kind. Code. Interest has the meaning ascribed to such term under Section 363(f) of the Bankruptcy Lien has the meaning given to that term in Section 101(37) of the Bankruptcy Code. [Signature page follows immediately] _20-20-

47 Case: HJB Doc #: Filed: 10/01/15 Desc: Proposed Order Page 30 of 84 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first above written. SELLER: GTAT CORPORATION By: Name: Hoil Kim Title: Vice President, Chief Administrative Officer and General Counsel BUYER: NEUTRON THERAPEUTICS INC. By: Name: Title: [Signature Page to Asset Purchase Agreement]

48 Case: HJB Doc #: Filed: 10/01/15 Desc: Proposed Order Page 31 of 84

49 Case: HJB Doc #: Filed: 10/01/15 Desc: Proposed Order Page 32 of 84 Schedule 1.1(a) Equipment [attached hereto] _20

50 Case: HJB Doc #: Filed: 10/01/15 Desc: Proposed Order Page 33 of 84 Schedule 1.1(a) Equipment Description Danvers Expansion Phase 1 LH Improvements Danvers LH Improvements (Fume Hood Area) Victor Lathe Model 1840SL Accessory for COHERENT Laser Arctic Chill chiller system COHERENT Laser Ellipsometer (Horiba Jobin Yvon) Ellipsometer (Rudolph) Flir Thermal camera Fork Truck Hurco Machining Center Olympus Microscope Resmap RTA 01 SF6 Storage Tank (Tall - large diameter) Wiese Haulotte Star 26J Lift Danvers Water Cooling Equipment Milling Machine from Southwest Industries Tube Bending Tool from Eagle Bending Machines Twin Creeks: Leak Detector (Varian 979) Twin Creeks: Fume Hood Twin Creeks: Tankless Water Heater Danvers - Nitrogen Generator Danvers - Digital Kilovoltmeter - KVM300-A Rack and All Contents #1 Rack and All Contents #2 Hyperion 4 (BOM cost est.) Hyperion 3 (BOM cost est.) Ion Source Test Stand (est) Power supply pressure vessel test stand SF6 gas handling skid Blue M oven Storage shelves and contents Misc H4 spare parts Microwave plasma test chamber and control rack Physical Location Danvers Danvers Danvers Danvers Danvers Danvers Danvers Danvers Danvers Danvers Danvers Danvers Danvers Danvers Danvers Danvers Danvers Danvers Danvers Danvers Danvers Danvers Danvers Danvers Danvers Danvers Danvers Danvers Danvers Danvers Danvers Danvers Danvers Danvers Danvers

51 Case: HJB Doc #: Filed: 10/01/15 Desc: Proposed Order Page 34 of 84 Description H4 Assembly carts Hand tools and assembly benches Thermal reflow bonder assembly (est) Scissor lift Argon Glove Box SF6 Storage Tank (Tall - small diameter) SF6 Storage Tank (Short - large diameter) Leak Detector (Varian 959) SF6 Gas Cylinders (Full - qty 6), cylinders tanks are rented Staubli Robot and Enclosure from H2 Particle Counter - Surfscan Physical Location Danvers Danvers Danvers Danvers Danvers Danvers Danvers Danvers Danvers Danvers Danvers Machine Shop Contents Welding equipment Sandblasters (2) Pedestal grinders/hand grinding tools Parts washer (2) Hand Power tools Old Trax milling machine Drill Press Hydraulic press Grob Vertical band saw Horizontal band saw Stock Rack with stock Dong yang lathe Tables/benches Cabinets Rigging straps/gear Inspection table Surface grinding tool Physical Location Danvers Machine shop area Danvers Machine shop area Danvers Machine shop area Danvers Machine shop area Danvers Machine shop area Danvers Machine shop area Danvers Machine shop area Danvers Machine shop area Danvers Machine shop area Danvers Machine shop area Danvers Machine shop area Danvers Machine shop area Danvers Machine shop area Danvers Machine shop area Danvers Machine shop area Danvers Machine shop area Danvers Machine shop area

52 Case: HJB Doc #: Filed: 10/01/15 Desc: Proposed Order Page 35 of 84 Schedule 1.1(b) Inventory None _20

53 Case: HJB Doc #: Filed: 10/01/15 Desc: Proposed Order Page 36 of 84 Schedule 1.1(c) Accounts Receivable None _20

54 Case: HJB Doc #: Filed: 10/01/15 Desc: Proposed Order Page 37 of 84 Schedule 1.1(d) Prepaid Expenses None _20

55 Case: HJB Doc #: Filed: 10/01/15 Desc: Proposed Order Page 38 of 84 Schedule 1.1(f) Intellectual Property [attached hereto] _20

56 Case: HJB Doc #: Filed: 10/01/15 Desc: Proposed Order Page 39 of 84 Schedule 1.1(f) Intellectual Property TRADEMARK TRADEMARK APP. SERIAL NUMBER FILING DATE HYPERION 86/ March 13, 2014 PATENT AND PATENT APPLICATIONS Title Country Patent/Pub. No. Grant/Pub Date App. No. Filing Date Bonding of Thin Lamina Silicon Carbide Lamina Method of Forming a Permanently Supported Lamina Multi-Layer Metal Support Multi-Layer Metal Support Ion Implant Apparatus and a Method of Implanting Ions Ion Implant Apparatus and a Method of Implanting Ions Ion Implant Apparatus and Method of Ion Implantation A Method and Apparatus for Forming a Thin Lamina Method and Apparatus for Forming a Thin Lamina Hydrogen Implantation with Reduced Radiation A D.C. Particle Accelerator, A Method of Accelerating Charged Particles Using D.C. Voltages and a High Power Supply Apparatus for use Therewith US TW PCT US TW PCT US TW PCT US JP TW PCT JP TW PCT US CN EA EP JP KR TW PCT US2014/ TW A WO2014/ US TW A WO2014/ US TW WO2013/ US JP TW A WO2013/ JP TW A WO2013/ US CN A EP A1 JP KR A TW A1 WO2013/ /20/2014 4/1/2014 2/20/2013 7/22/2014 4/1/2014 1/30/2014 6/10/2014 1/1/ /31/ /23/2014 4/23/2015 1/16/2014 8/8/2013 4/30/ /16/2013 8/8/2013 1/21/2014 9/17/ /8/2014 1/19/2015 8/13/2014 5/16/2014 5/23/ /964, PCT/US2013/ /558, PCT/US2013/ /456, PCT/US2013/ /558, PCT/US2013/ /296, PCT/US2012/ /10/2013 8/14/2013 8/10/2013 7/26/2012 6/28/2013 7/22/2013 4/25/2012 4/24/2013 4/2/2013 7/26/2012 8/4/2014 2/5/2013 2/5/2013 8/4/2014 2/5/2013 2/5/ /15/ /13/2012 6/11/ /13/2012 5/14/2014 6/13/ /15/ /13/2012 US US /24/ /157,480 1/16/2014 US US /19/ /226,590 9/7/2011 US CN EP JP KR MY TW PCT US CN A EP A2 JP A KR A TW A1 WO2012/ /18/ /23/ /6/2013 3/6/2014 1/10/ /16/2012 7/5/ /331, X PI PCT/US2011/ /20/ /20/ /20/ /20/ /20/2011 6/28/ /28/ /20/2011 US US /7/ /331,915 12/20/2011 US US /24/ /978,558 12/25/2010 US CN EP JP KR MY US CN A EP A2 JP KR /15/2013 9/11/ /16/ /19/ /13/ /962, PI /08/ /30/ /30/ /30/ /30/2011 6/6/2013

57 Case: HJB Doc #: Filed: 10/01/15 Desc: Proposed Order Page 40 of 84 Title Country Patent/Pub. No. Grant/Pub Date App. No. Filing Date PCT WO2012/ /14/2013 PCT/US2011/ /30/2011 D.C. Charged Particle Accelerator and a Method of US US /13/ /186,513 7/20/2011 Accelerating Charged Particles An Ion Source and a Method of Generating an Ion Beam Using US US /4/ /917,510 11/2/2010 an Ion Source Ion Implantation Apparatus US US /23/ /894,229 9/30/2010 A Method to Adhere a Lamina to a Receiver Element Using US US2012/ /1/ /872,629 8/31/2010 Glass Frit Paste Formed Ceramic Receiver Element Adhered to a US US /3/ /826,762 6/30/2010 Semiconductor Lamina Two-Chamber System And Method For Serial Bonding And Exfoliation Of Multiple US US /18/ /636,410 12/11/2009 Workpieces Microwave Anneal Of A Thin Lamina For Use In A US US /4/ /636,704 12/11/2009 Photovoltaic Cell Apparatus And Method For Simultaneous Treatment Of US US /26/ /636,490 12/11/2009 Multiple Workpieces Apparatus And Method For Simultaneous Treatment Of Multiple Workpieces US US /29/ /636,328 12/11/2009 Method And Apparatus For Modifying A Ribbon-Shaped Ion Beam Method And Apparatus For Modifying A Ribbon-Shaped Ion Beam US CN US CN B 1/3/2012 7/8/ /621, /19/ /19/2010 US US /15/ /703,194 2/10/2010 Ion Implantation Apparatus US US /4/ /568,923 9/29/2009 Mirror-Image Voltage Supply US US /7/ /537,022 8/6/2009 PCT WO2011/ /10/2011 PCT/US2010/ /29/2010 Bonding Apparatus And Method US US /10/ /495,114 6/30/2009 Bonding Apparatus And Method US US /1/ /424,984 3/20/2012 Ion Implantation Apparatus And A Method For Fluid US US /19/ /494,268 6/30/2009 Cooling Ion Implantation Apparatus US US /2/ /494,270 6/30/2009 And Method Ion Source Assembly For Ion Implantation Apparatus And A Method Of Generating Ions Therein US CN JP PCT US CN A JP B WO2011/ /10/ /28/2012 9/5/2014 1/20/ /494, X PCT/US2010/ /30/2009 6/18/2010 6/18/2010 6/18/2010 Ion Implantation Apparatus US US /25/ /494,269 6/30/2009 Selective Etch For Damage Removal At Exfoliated Surface Method For Preparing A Donor Surface For Reuse Isolation Circuit For Transmitting AC Power To A High-Voltage Region Methods Of Transferring A Lamina To A Receiver Element Hydrogen Ion Implanter Using A Broad Beam Source Ion Implanter For Photovoltaic Cell Fabrication US US /9/ /484,271 6/15/2009 US US /28/ /557,379 9/10/2009 US US /24/ /411,048 3/25/2009 US US /28/ /335,479 12/15/2008 US US /1/ /237,963 9/25/2008 US US /30/ /122,108 5/16/2008

58 Case: HJB Doc #: Filed: 10/01/15 Desc: Proposed Order Page 41 of 84 Title Country Patent/Pub. No. Grant/Pub Date App. No. Filing Date Ion Implanter For Photovoltaic Cell Fabrication Ion Implanter For Photovoltaic Cell Fabrication US US /6/ /418,237 4/3/2009 US US /14/ /824,426 6/28/2010 Epitaxial Growth on Thin Lamina Methods for Texturing a Semiconductor Material Method for Fabricating Backside-Illuminated Sensors Method for Three-Dimensional Packaging of Electronic Devices Method for Forming Flexible Solar Cells Low-Temperature Method for Forming Amorphous Semiconductor Layers A Method to Form a Device by Constructing a Support Element on a Thin Semiconductor Lamina Method to Form a Device by Constructing a Support Element on a Thin Semiconductor Lamina Zener Diode Within a Diode Structure Providing Shunt Protection A Method to Form a Device Including an Annealed Lamina and Having Amorphous Silicon on Opposing Faces Creation Of Low-Relief Texture For A Photovoltaic Cell Intermetal Stack For Use In A Photovoltaic Cell Intermetal Stack For Use In A Photovoltaic Device Methods Of Forming A Photovoltaic Cell Method To Make Electrical Contact To A Bonded Face Of A Photovoltaic Cell Back-Contact Photovoltaic Cell Comprising A Thin Lamina Having A Superstrate Receiver Element US TW PCT US TW PCT US EP JP KR TW PCT US EP JP KR TW PCT US TW PCT US2014/ TW WO2014/ US2013/ TW A WO2013/ US EP JP KR TW A WO2013/ US EP JP KR TW A WO2013/ US TW A WO2013/ /6/2014 3/16/2014 3/27/ /12/2013 2/1/ /19/ /28/ /17/2014 3/16/ /25/ /1/2013 8/15/2013 1/14/ /17/2014 3/16/ /22/2014 9/1/2013 8/15/2013 9/23/ /1/2013 8/8/ /957, PCT/US2013/ /494, PCT/US2013/ /425, PCT/US2013/ /490, PCT/US2013/ /366, PCT/US2013/ /1/2013 8/1/2013 8/1/2013 6/12/2012 6/11/2013 6/7/2013 3/21/2012 8/6/2014 8/7/2014 9/5/2014 2/6/2013 2/5/2013 6/7/2012 8/6/2014 8/7/2014 9/4/2014 2/6/2013 2/5/2013 2/5/2012 2/5/2013 2/5/2013 US US2012/ /11/ /083,625 4/11/2011 US CN EP JP KR MY PCT US CN A EP A2 JP A KR WO2012/ /8/ /9/ /6/2013 1/20/ /30/2013 7/5/ /980, PI PCT/US2011/ /29/2010 6/27/ /22/ /22/ /22/2011 6/28/ /22/2011 US US /27/ /450,414 4/18/2012 US US /17/ /020,849 2/4/2011 US US /24/ /980,427 12/29/2010 US US /8/ /729,878 3/23/2010 US US /1/ /571,415 9/30/2009 US US /29/ /540,463 8/13/2009 US US /13/ /465,351 5/13/2009 US US /21/ /407,064 3/19/2009 US US /30/ /425,870 3/21/2012

59 Case: HJB Doc #: Filed: 10/01/15 Desc: Proposed Order Page 42 of 84 Title Country Patent/Pub. No. Grant/Pub Date App. No. Filing Date Method To Texture A Lamina Surface Within A Photovoltaic Cell Method To Texture A Lamina Surface Within A Photovoltaic Cell Method For Making A Photovoltaic Cell Comprising Contact Regions Doped Through A Lamina Photovoltaic Cell Comprising Contact Regions Doped Through A Lamina Photovoltaic Cell Comprising A Thin Lamina Having A Rear Junction And Method Of Making Photovoltaic Cell Comprising A Thin Lamina Having A Rear Junction And Method Of Making Asymmetric Surface Texturing For Use In A Photovoltaic Cell And Method Of Making Asymmetric Surface Texturing For Use In A Photovoltaic Cell And Method Of Making Asymmetric Surface Texturing for use in a Photovoltaic Cell and Method of Making Intermetal Stack For Use In A Photovoltaic Cell Method To Form A Photovoltaic Cell Comprising A Thin Lamina Method To Form A Photovoltaic Cell Comprising A Thin Lamina Method To Form A Photovoltaic Cell Comprising A Thin Lamina Method To Form A Photovoltaic Cell Comprising A Thin Lamina Photovoltaic Cell Comprising A Thin Lamina Having Low Base Resistivity And Method Of Making Creation and Translation of Low-Relief Texture for a Photovoltaic Cell Magnetic Scanning System for Ion Implanters Substrate-Transporting Ion Beam Exfoliation System System for Measuring the Intensity and Profile of a High Power Ion Beam Support Substrate for Ion Beam Exfoliation of a US US /15/ /343,420 12/23/2008 US US /30/ /446,051 4/13/2012 US US /28/ /339,032 12/18/2008 US US /21/ /339,038 12/18/2008 US TW PCT US TWI474489B WO2010/ /25/2012 2/21/2015 2/18/ /189, PCT/US2009/ /10/2008 7/21/2009 7/29/2009 US US2013/ /11/ /689,628 11/29/2012 US US /29/ /130,241 5/30/2008 US US /2/ /048,955 3/16/2011 US US /2/ /785,066 3/5/2013 US US /6/ /211,258 8/16/2011 US CN CN (DIV) EP IN TW PCT US CN B CN A EP A2 IN2010CN04737 TWI B WO2009/ /9/2013 5/22/2013 9/10/2014 8/12/ /22/2010 6/1/2014 8/13/ /026, CN PCT/US2009/ /5/2008 2/5/2009 4/23/2014 2/4/2009 7/28/2010 1/20/2009 1/30/2009 US US /30/ /208,392 9/11/2008 CN TW CN A TWI /19/2009 4/11/ /5/2009 1/20/2009 US US /21/ /499,294 7/8/2009 US US /6/ /189,157 8/10/2008 US US /22/ /750,635 3/30/2010 US TW PCT TW PCT TW PCT TW PCT US2015/ WO2015/ /17/2015 9/17/ /657, PCT/US2015/ PCT/US2015/ PCT/US2015/ PCT/US2015/ /13/2015 3/10/2015 3/12/2015 8/12/2015 8/11/2015 7/9/2015 7/8/2015 7/8/2015 7/8/2015

60 Case: HJB Doc #: Filed: 10/01/15 Desc: Proposed Order Page 43 of 84 Title Country Patent/Pub. No. Grant/Pub Date App. No. Filing Date Crystalline Lamina Enhancing the Emissivity of a Donor Substrate for Ion Implantation A Method of Preparing a Power Electronic Device Thermal Neutron Generating System and Method Generating Neutrons Using a Liquid Neutron Source Material Generating Neutrons Using a Rotating Neutron Source Material TW PCT TW PCT PCT/US2015/ PCT/US2015/ /2/2015 6/2/2015 4/1/2015 4/1/2015 US 62/081,972 11/19/2014 US 62/064,257 10/15/2014 US 62/157,652 5/6/2015

61 Case: HJB Doc #: Filed: 10/01/15 Desc: Proposed Order Page 44 of 84 Schedule 1.1(l) Acquired Contracts [attached hereto] _20

62 Case: HJB Doc #: Filed: 10/01/15 Desc: Proposed Order Page 45 of 84 Schedule 1.1(l) Purchase Orders Vendor Name Document Date Purchase Document Item Material Description Open PO Value USD CENTERLINE MACHINE 6/1/ TCT REV 1 POST CENTERLINE MACHINE 6/3/ TCT REV 1 FLANGE CENTERLINE MACHINE 6/3/ TCT REV 1 STEERER DUCT CENTERLINE MACHINE 6/3/ TCT REV 1 CLAMP CENTERLINE MACHINE 6/12/ TCT REV 1 CAMERA MOUNT 3, CENTERLINE MACHINE 6/12/ TCT REV 1 CAMERA MOUNT FRANK ROBERTS 3/20/ Consulting Services for Hyperion/BNCT 48, F.X. MASSE ASSOCIATES, INC 1/7/ Radiation Consulting 1, WAKEFIELD MOVING & STORAGE 1/29/ Off-site Storage of Equipment 470/mo 1, T&D MATERIALS MANUFACTURING LLC 5/15/ TOOLING COST T&D MATERIALS MANUFACTURING LLC 5/15/ leak CHECK TESTING 2, BEN PHOENIX 5/18/ Consulting Services for Hyperion (BNCT) 1, Other Contracts Counterparty Agreement Type/Title Effective Date Expiration Date Contact Information Pyramid Technical Consultants, Inc. Amended and Restated Agreement for Engineering and Software Services 06/01/ /01/2017 William Nett Pyramid Technical Consultants, Inc Waltham Street, Suite 200, Lexington, MA 02421

63 Case: HJB Doc #: Filed: 10/01/15 Desc: Proposed Order Page 46 of 84 Schedule 1.1(m) Acquired Causes of Action None _20

64 Case: HJB Doc #: Filed: 10/01/15 Desc: Proposed Order Page 47 of 84 Schedule 1.1(n) Permits None _20

65 Case: HJB Doc #: Filed: 10/01/15 Desc: Proposed Order Page 48 of 84 Schedule 2.1(a) Cure Costs None _20

66 Case: HJB Doc #: Filed: 10/01/15 Desc: Proposed Order Page 49 of 84 Schedule 2.1(b) Post-Petition Liabilities None _20

67 Case: HJB Doc #: Filed: 10/01/15 Desc: Proposed Order Page 50 of 84 Schedule 2.1(c) New Buyer Employee Liabilities [attached hereto] _20

68 Case: HJB Doc #: Filed: 10/01/15 Desc: Proposed Order Page 51 of 84 Schedule 4.1(e) Third-Party Intellectual Property Rights None _20

69 Case: HJB Doc #: Filed: 10/01/15 Desc: Proposed Order Page 52 of 84 Schedule 4.1(f) Litigation None _20

70 Case: HJB Doc #: Filed: 10/01/15 Desc: Proposed Order Page 53 of 84 Schedule 4.1(j) Brokers None _20

71 Case: HJB Doc #: Filed: 10/01/15 Desc: Proposed Order Page 54 of 84 Schedule 12.2 Employees Last Name, First Name _20

72 Case: HJB Doc #: Filed: 10/01/15 Desc: Proposed Order Page 55 of 84 Exhibit A Escrow Agreement [attached hereto] _20

73 Case: HJB Doc #: Filed: 10/01/15 Desc: Proposed Order Page 56 of 84 ESCROW AGREEMENT THIS ESCROW AGREEMENT, dated as of October 1, 2015 (this Escrow Agreement ), is by and among GTAT Corporation, d/b/a GT Advanced Technologies, a Delaware corporation ( Seller ), Neutron Therapeutics Inc., a Delaware corporation ( Buyer ), and Nixon Peabody LLP, a New York limited liability partnership, having an address for notices at 900 Elm Street, Manchester, New Hampshire 03101, Attention: Daniel W. Sklar, Esq. (the Escrow Agent ). RECITALS A. On October 6, 2014, GT Advanced Technologies Inc. (the Company ) and certain of its subsidiaries, including Seller, filed voluntary petitions in the United States Bankruptcy Court for the District of New Hampshire (the Bankruptcy Court ) for reorganization relief under the provisions of Chapter 11 of Title 11 of the United States Code. B. In connection with the Company s reorganization, Seller has agreed to sell to Buyer certain assets pursuant to an Asset Purchase Agreement (the Purchase Agreement ), dated October 1, 2015, between Buyer and Seller. C. Pursuant to Section 3.4 of the Purchase Agreement, Buyer is to make a cash deposit of two hundred fifty thousand dollars (US$250,000) (the Escrow Funds ) to be held in escrow in accordance with the terms of this Escrow Agreement. D. Escrow Agent has agreed to accept, hold, and disburse the funds deposited with it and the earnings thereon in accordance with the terms of this Escrow Agreement. Accordingly, the parties hereto agree as follows: 1 Defined Terms. All capitalized terms used and not defined herein shall have the respective meanings ascribed to them in the Purchase Agreement. 2 Establishment of Escrow. Escrow Agent hereby acknowledges receipt of the Escrow Funds. Escrow Agent shall hold the Escrow Funds in escrow in accordance with the terms and conditions of this Escrow Agreement. Escrow Agent shall hold the Escrow Funds in the Escrow Agent s client trust account. Notwithstanding anything in this Escrow Agreement to the contrary, until released and disbursed in accordance with the terms of this Escrow Agreement, all Escrow Funds shall (i) remain the property of Buyer, (ii) not be or become the property or assets of Seller or Escrow Agent, and (iii) not be subject to any lien or any judgment or creditors claims against Seller, Buyer or Escrow Agent. 3 Release and Delivery of Escrow Funds. Escrow Agent will hold the Escrow Funds in its possession in the Escrow Account until authorized hereunder to deliver such Escrow Funds as follows: 3.1 As provided in a joint written direction of Buyer and Seller; _4

74 Case: HJB Doc #: Filed: 10/01/15 Desc: Proposed Order Page 57 of As provided in a written direction by Buyer or Seller following termination of the Purchase Agreement as follows: if the Purchase Agreement is terminated by Buyer and/or Seller pursuant to Sections 9.1(a) or (d) of the Purchase Agreement, to Buyer; if the Purchase Agreement is terminated by Seller pursuant to Section 9.1(c) of the Purchase Agreement, to Seller; or if the Purchase Agreement is terminated by Buyer pursuant to Sections 9.1(b), (c), or (e) of the Purchase Agreement, to Buyer. Unless Escrow Agent has received instructions regarding release of the Escrow Fuds signed by both Buyer and Seller, in the event that Escrow Agent intends to release the Escrow Funds to either party as provided in this section 3.2, then Escrow Agent shall give to the other party not less than three (3) business days prior written notice of such fact, and if Escrow Agent is given written notice during such three (3) business day period that such other party objects to the release, then Escrow Agent shall not release the Escrow Funds, and any such dispute shall be resolved as provided herein 3.3 As provided in an order of the Bankruptcy Court or other court of competent jurisdiction. 4 Escrow Agent. 4.1 General. Escrow Agent shall act as escrow agent to Buyer and Seller and hold and deliver the Escrow Funds pursuant to the terms and conditions of this Escrow Agreement. Upon Escrow Agent s delivery of the Escrow Funds in accordance with this Escrow Agreement, Escrow Agent shall be deemed to have fulfilled all of its obligations hereunder and thereafter Escrow Agent shall be released of and from all liability hereunder except for any previous willful misconduct or gross negligence. 4.2 Limited Duties. Escrow Agent undertakes to perform only such duties as are expressly set forth in this Escrow Agreement. Escrow Agent shall incur no liability whatsoever to any other party hereto except for Escrow Agent s own willful misconduct or gross negligence in its capacity as Escrow Agent. 4.3 Action in Good Faith. Escrow Agent shall not be liable for any action omitted or taken by it in good faith and believed by it to be authorized or within the rights or powers conferred upon it by this Escrow Agreement, and may consult with counsel of its own choice and shall have full power and complete authorization and protection for any action taken, omitted, or suffered by it hereunder in good faith and in accordance with the opinion of such counsel. 4.4 Resignation. Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving notice of such resignation to the other parties hereto, specifying a date upon which such resignation shall take effect, which shall not be less than five (5) business days after the notice date of the notice of resignation, whereupon a successor escrow agent, which successor escrow agent shall be reasonably acceptable to both Buyer and Seller, _4

75 Case: HJB Doc #: Filed: 10/01/15 Desc: Proposed Order Page 58 of shall be appointed by Buyer and Seller. Escrow Agent shall be entitled to deliver the Escrow Funds to any successor escrow agent so appointed. 4.5 Indemnification. Buyer and Seller do hereby agree to indemnify Escrow Agent for, and to hold it harmless against, any loss, liability, damage, or expense incurred without bad faith, gross negligence, or willful misconduct on the part of Escrow Agent, arising out of or in connection with its entering into and/or performing under this Escrow Agreement, including the cost and expense (including, but not limited to, reasonable attorneys fees or the fair value of legal services rendered to itself) of defending itself against any claim or liability. 4.6 Escrow Agent Acting as Depository Only. The parties hereto acknowledge that Escrow Agent acts hereunder as a depository only and is not responsible in any manner whatever for the sufficiency, correctness, genuineness, or validity of any instrument delivered to it, or for the form of execution of such instrument or for the identity, authority, or rights of any person executing the same or for the terms or conditions of any instrument pursuant to which the parties hereto may act. In addition, Escrow Agent acknowledges that in its capacity as an agent of Buyer and Seller it is a person in possession of the Escrow Funds pursuant to section of the UCC as adopted in New Hampshire for the purpose of perfecting their security interest. 4.7 Waiver. Buyer and Seller acknowledge that the Escrow Agent is counsel to Seller and agree that the Escrow Agent may continue to act as Seller s counsel notwithstanding any dispute or litigation arising with respect to the Escrow Funds or Escrow Agent s duties. 4.8 Disputes In the event of a dispute with respect to the Escrow Funds held by Escrow Agent, after Escrow Agent receives a notice from Buyer or Seller of such a dispute (a Notice of Objection ), Escrow Agent shall promptly send a copy of such Notice of Objection to the other parties, and thereafter, in its sole and absolute discretion, Escrow Agent may elect to either: (i) (ii) continue to hold the Escrow Funds until Escrow Agent receives (x) a written agreement or instructions signed by both Buyer and Seller directing the delivery of all or a portion of the Escrow Funds, or (y) a non-appealable decision from the Bankruptcy Court or other court of competent jurisdiction directing the delivery of all or a portion of the Escrow Funds, in which event the Escrow Agent shall deliver all or a portion of the Escrow Funds in accordance with such agreement, instructions, or decision; or take any and all actions as Escrow Agent deems necessary or desirable, in its sole and absolute discretion, to discharge and terminate its duties under this Escrow Agreement, including, without limitation, depositing the Escrow Funds with a court of competent jurisdiction and bringing any action of interpleader, the costs thereof to be borne by whichever of the parties hereto is or are the losing party as determined by such court (and if the court makes no such determination, such costs shall be borne by Buyer and Seller jointly) or any other proceeding. In the event of any litigation between the parties, Escrow Agent may deposit the relevant portion of the Escrow Funds with the clerk of the court in which such litigation is pending. Upon the _4

76 Case: HJB Doc #: Filed: 10/01/15 Desc: Proposed Order Page 59 of making of such deposit, Escrow Agent shall be relieved of its duties hereunder and shall have no liability thereafter to any party whatsoever if the Escrow Funds have been so deposited by Escrow Agent, except Escrow Agent shall be liable for any willful misconduct or gross negligence committed by Escrow Agent prior to making such deposit If Escrow Agent is uncertain for any reason whatsoever as to its duties or rights hereunder and whether or not Escrow Agent has received any Instructions under Section 3 hereof, or Notice of Objection under Section 4.8.1, notwithstanding anything to the contrary herein, Escrow Agent may hold and deliver the Escrow Funds pursuant to Section 4.8.1(i) or 4.8.1(ii) or may deposit the Escrow Funds with a court of competent jurisdiction in accordance with Section 4.8.1(ii) or may decline to take any action whatsoever. Whether or not the Escrow Funds are deposited with a court of competent jurisdiction by Escrow Agent pursuant to Section 4.8, Escrow Agent shall be entitled to rely upon the decision of such court. 5 Standard of Liability. Escrow Agent shall not have any duties or responsibilities except those set forth in this Escrow Agreement and shall not incur any liability in acting upon any signature, notice, request, consent, receipt, or other paper or document believed by Escrow Agent to be genuine, and Escrow Agent may assume that any person purporting to give it any notice on behalf of any party in accordance with the provisions hereof has been duly authorized to do so. Escrow Agent shall have no duty to determine (and shall not be affected by any knowledge concerning) the validity, authenticity, or enforceability of any specification or certification made in any certificate or notice. 6 Termination. This Escrow Agreement shall automatically terminate upon the delivery by Escrow Agent to the appropriate parties hereto, or to any other person specified by Buyer and Seller, of the entire amount of the Escrow Funds in accordance with the terms hereof. Upon the termination of this Escrow Agreement, the Escrow Agent shall be released of and from all obligations or liability hereunder except for any previous willful misconduct or gross negligence. 7 Escrow Agent not Affected by Other Agreements. Escrow Agent, in its capacity as such, shall not be bound by the provisions of any other agreement among the parties to this Escrow Agreement and shall have no duty to inquire into, or to take into account its knowledge of, the terms and conditions of any other agreement made or entered into in connection with this Escrow Agreement. 8 Notices. All deliveries, notices, consents, demands, and/or other communications which a party is required or desires to give hereunder (hereinafter collectively referred to as Notices ), shall be effective only if in writing, and sent (i) by hand (with receipt acknowledged), (ii) by Federal Express or another nationally recognized overnight courier, or (iii) by certified mail, return receipt requested, in each case addressed to the party at its address set forth below or to such other address as any such party shall designate in writing to the other parties hereto from time to time. Notices shall be deemed given when delivered or, if delivery is refused, when delivery is first attempted. The respective addresses to be used for all such notices, demands or requests are as follows: (a) If to Seller, to: With a copy to: _4

77 Case: HJB Doc #: Filed: 10/01/15 Desc: Proposed Order Page 60 of GTAT Corporation 243 Daniel Webster Highway Merrimack, NH Attn: Hoil Kim hoil.kim@gtat.com Ropes & Gray LLP 800 Boylston Street Boston, MA Attn: David A. Fine david.fine@ropesgray.com (b) If to Buyer, to: With a copy to: Neutron Therapeutics Inc. 273 Concord Street Gloucester, MA Attn: Ted Smick tsmick.smick@gmail.com 9 Miscellaneous. WilmerHale 60 State Street Boston, MA Attn: Ed Pease Ed.Pease@wilmerhale.com 9.1 Jurisdiction. Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this Escrow Agreement shall be brought against any of the parties in any federal or state court sitting in Hillsborough County, New Hampshire, and each of the parties hereby consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein. Process in any such action or proceeding may be served anywhere in the world, whether within or without the State of New Hampshire. 9.2 Captions. The captions in this Escrow Agreement are for convenience of reference only and shall not be given any effect in the interpretation of this Escrow Agreement. 9.3 No Waiver. The failure of a party to insist upon strict adherence to any term of this Escrow Agreement on any occasion shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Escrow Agreement. Any waiver must be in writing. 9.4 Exclusive Agreement; Amendment; Assignment. This Escrow Agreement supersedes all prior agreements among the parties with respect to its subject matter, is intended as a complete and exclusive statement of the terms of the agreement among the parties with respect thereto and cannot be changed or terminated orally. This Escrow Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto. 9.5 Counterparts; Electronic Signatures. This Escrow Agreement may be executed in counterparts, each of which shall be considered an original, but all of which together shall constitute the same instrument. Electronic signatures shall be enforceable to the same extent as original signatures. 9.6 Governing Law. This Escrow Agreement and all amendments hereof and waivers and consents hereunder shall be governed by, and all disputes arising hereunder shall be resolved in accordance with, the internal law of the State of New Hampshire, without regard to the conflicts of law principals thereof _4

78 Case: HJB Doc #: Filed: 10/01/15 Desc: Proposed Order Page 61 of JURY WAIVER. IN ANY ACTION OR PROCEEDING ARISING UNDER THIS ESCROW AGREEMENT, EACH PARTY HERETO AS AN INTEGRAL PART OF THIS ESCROW AGREEMENT WAIVES TRIAL BY JURY IN SUCH ACTION OR PROCEEDING. [Signatures Follow on the Next Page] _4

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82 Case: HJB Doc #: Filed: 10/01/15 Desc: Proposed Order Page 65 of 84 Exhibit B Sale Order UNITED STATES BANKRUPTCY COURT DISTRICT OF NEW HAMPSHIRE x : In re: : Chapter 11 : GT ADVANCED TECHNOLOGIES INC., et al., : Case No HJB : Debtors. 1 : Jointly Administered : : Re: Docket No x ORDER APPROVING THE SALE OF HYPERION ASSETS OF GTAT CORPORATION TO NEUTRON THERAPEUTICS INC. FREE AND CLEAR OF ALL LIENS, CLAIMS, ENCUMBRANCES, AND INTERESTS Upon the motion (the Motion ) 2 of the above-captioned debtors and debtors in possession (collectively, the Debtors ) for entry of an order authorizing GTAT Corporation ( GTAT ), to sell the Purchased Assets to Neutron Therapeutics Inc. ( Buyer ) free and clear of all Liens, Claims, Encumbrances, and Interests pursuant to the Asset Purchase Agreement; 3 and the Court having jurisdiction to consider the Motion and the relief requested therein pursuant to 28 U.S.C. 157 and 1334; and consideration of the Motion and the requested relief being a core 1 2 The Debtors, along with the last four digits of each debtor s tax identification number, as applicable, are: GT Advanced Technologies Inc. (6749), GTAT Corporation (1760), GT Advanced Equipment Holding LLC (8329), GT Equipment Holdings, Inc. (0040), Lindbergh Acquisition Corp. (5073), GT Sapphire Systems Holding LLC (4417), GT Advanced Cz LLC (9815), GT Sapphire Systems Group LLC (5126), and GT Advanced Technologies Limited (1721). The Debtors corporate headquarters are located at 243 Daniel Webster Highway, Merrimack, NH Capitalized terms that are used but not otherwise defined in this Order have the meanings ascribed to them in the Motion or the Asset Purchase Agreement, as applicable 3 The Asset Purchase Agreement shall be referred to as the Asset Purchase Agreement. A copy of the Asset Purchase Agreement is attached hereto as Exhibit _20

83 Case: HJB Doc #: Filed: 10/01/15 Desc: Proposed Order Page 66 of 84 proceeding pursuant to 28 U.S.C. 157(b); and venue being proper before this Court pursuant to 28 U.S.C and 1409; and due and proper notice of the Motion having been provided to the parties listed therein, and it appearing that no other or further notice need be provided; and the Court having determined that the legal and factual bases set forth in the Motion establish just cause for the relief granted herein; and it appearing that the relief requested in the Motion is in the best interests of the Debtors, their estates and creditors, IT IS HEREBY ORDERED THAT: 1. The relief requested in the Motion is GRANTED in its entirety. 2. Any and all objections and responses, whether filed or asserted in open Court, to the Motion, to the relief requested in the Motion or this Order, that have not been withdrawn, waived, resolved, or settled as set forth herein or set forth in a stipulation presented to the Court, and all reservations of rights included therein, are hereby overruled in all respects and denied with prejudice. 3. GTAT s sale of the Purchased Assets to Buyer is hereby approved pursuant to sections 105(a) and 363(b) of the Bankruptcy Code, the Asset Purchase Agreement is approved in all respects, and GTAT is authorized to enter into and perform all of its obligations under the Asset Purchase Agreement and to execute and perform such agreements and take such other actions as are necessary or appropriate to effectuate the terms of the Asset Purchase Agreement and to take all further actions as may reasonably be requested by the Buyer for the purpose of assigning, transferring, granting, conveying and conferring to the Buyer, or reducing to its possession, any or all of the Purchased Assets, without any further corporate action or orders of this Court _20 2

84 Case: HJB Doc #: Filed: 10/01/15 Desc: Proposed Order Page 67 of Pursuant to section 363(f) of the Bankruptcy Code, Buyer shall take title to the Purchased Assets free and clear of all Liens, Claims, Encumbrances and Interests and other liabilities of any kind whatsoever (other than Assumed Liabilities), with any and all such Liens, Claims, Encumbrances and Interests to attach to the proceeds of the sale with the same validity, priority, force and effect such Liens, Claims, Encumbrances and Interests had on the Purchased Assets immediately prior to the sale and subject to the rights, claims, defenses and objections, if any, of GTAT and all interested parties with respect to any such asserted Liens, Claims, Encumbrances and Interests. 5. All persons or entities, presently or after the Closing, in possession or control of any of the Purchased Assets, are directed to surrender possession or control of such Purchased Assets to the Buyer as of the Closing or at such time thereafter as the Buyer may request. 6. Except as permitted or otherwise provided by the Asset Purchase Agreement or this Order, all persons and entities holding Liens, Claims, Encumbrances and/or Interests against the Debtors or against or in the Purchased Assets are forever barred, estopped, and permanently enjoined from asserting against Buyer, its successors or assigns, its property, including the Purchased Assets, such persons' or entities' Liens, Claims, Encumbrances or Interests. 7. If any person or entity that has filed financing statements, mechanic's liens, lis pendens or other documents evidencing any Liens, Claims, Encumbrances or Interests shall have not delivered to the Debtors prior to the Closing termination statements, instruments of satisfaction, and/or releases of all Liens, Claims, Encumbrances and/or Interests with respect to the Purchased Assets, then (a) the Debtors are authorized to execute and file such documents on behalf of the person or entity with respect to the Purchased Assets, and (b) Buyer is authorized to file, register, or record a certified copy of this Order and any other documents on behalf of any _20 3

85 Case: HJB Doc #: Filed: 10/01/15 Desc: Proposed Order Page 68 of 84 person or entity that has filed any financing statement or other document with respect to the Purchased Assets, which, once filed, registered or recorded, shall constitute conclusive evidence of the release of all such Liens, Claims, Encumbrances and/or Interests. 8. Except for the Assumed Liabilities or as may be otherwise expressly provided in the Asset Purchase Agreement or in this Order: (a) Buyer shall have no liability for any obligation of the Debtors arising under or related to the Purchased Assets; and (b) Buyer shall not be liable for any claims against the Debtors, and Buyer shall have no successor or vicarious liabilities of any kind or character at or after the Closing, now existing or hereafter arising, whether fixed or contingent, with respect to the Debtors or any obligations of the Debtors arising prior to the Closing. 9. Pursuant to sections 105(a), 363, and 365 of the Bankruptcy Code, and subject to and conditioned upon the occurrence of the Closing, GTAT s assumption and assignment, as applicable, to the Buyer of the Acquired Contracts, and the Buyer s assumption thereof on the terms set forth in the Asset Purchase Agreement, each is hereby approved in its entirety, and the requirements of section 365 of the Bankruptcy Code with respect thereto are hereby deemed satisfied. To the extent that there is an existing default that must be cured under section 365 of the Bankruptcy Code in connection with the assumption and assignment of any Acquired Contract (collectively, the Cure Costs ), such Cure Costs are hereby fixed at the amount set forth on Schedule 2.1(a) of the Asset Purchase Agreement; provided that, for the avoidance of doubt, Buyer shall have no liability whatsoever under any contract that is deemed removed from Schedule 1.1(m) to the Asset Purchase Agreement in accordance with the Asset Purchase Agreement. The payment by the Buyer of the applicable Cure Costs (if any) with regard to Acquired Contracts shall (a) effect a cure of all defaults existing thereunder as of the Closing _20 4

86 Case: HJB Doc #: Filed: 10/01/15 Desc: Proposed Order Page 69 of 84 Date and (b) compensate the parties entitled to receive such Cure Amounts for any actual pecuniary loss resulting from such default. The Buyer has provided adequate assurance of its future performance of, and under, each of the Acquired Contracts, within the meaning of Bankruptcy Code section 365(b)(1)(C). Upon Closing and payment by Buyer of the Cure Costs (if any), GTAT shall have assumed the Acquired Contracts and assigned them to Buyer, and all the requirements and conditions of sections 363 and 365 of the Bankruptcy Code for the assumption by GTAT and assignment to Buyer of the Acquired Assets shall hereby deemed satisfied. 10. All non-debtor counterparties to an Acquired Contract are forever bound by such Cure Costs as full, final, and complete satisfaction of all amounts due to cure defaults and compensate for any actual pecuniary loss, and such non-debtor parties are hereby forever permanently barred, estopped, and enjoined from taking any action against the Debtors or their estates, the Buyer, or the Purchased Assets with respect to any claim for cure under any Acquired Contract. All requirements and conditions under sections 363 and 365 of the Bankruptcy Code for the assumption by GTAT and assignment to the Buyer of the Acquired Contracts have been satisfied. Any entity having the right to consent under section 365(c) of the Bankruptcy Code to the assumption or assignment of any Acquired Contract that failed to object to such assumption or assignment is deemed to have consented to such assumption and assignment as required by section 365(c) of the Bankruptcy Code. 11. Buyer is hereby determined to be a good faith buyer under section 363(m) of the Bankruptcy Code and shall be entitled to the protections afforded to a good faith buyer thereunder _20 5

87 Case: HJB Doc #: Filed: 10/01/15 Desc: Proposed Order Page 70 of The consideration provided by Buyer for the Purchased Assets pursuant to the Asset Purchase Agreement is fair and reasonable and constitutes reasonably equivalent value, and the sale is not subject to avoidance or the award of costs or damages pursuant to section 363(n) of the Bankruptcy Code. 13. This Order and the Asset Purchase Agreement shall be binding in all respects upon all creditors of the Debtors, all successors and assigns of Buyer, the Debtors and any subsequent trustee(s) appointed in any one of Debtors' chapter 11 cases or upon a conversion thereof to chapter 7 of the Bankruptcy Code and shall not be subject to rejection. Nothing contained in any chapter 11 plan confirmed in any one or more of the Debtors' bankruptcy cases or in any order of the Court confirming any such chapter 11 plan(s) shall conflict with or modify the rights of Buyer under this Order or the Asset Purchase Agreement. The Asset Purchase Agreement shall not be subject to rejection or avoidance under any circumstances. 14. GTAT is authorized to take all actions necessary to effectuate the relief granted pursuant to this Order, and, subject to the entry of this Order, GTAT has full corporate power and authority to execute and deliver the Asset Purchase Agreement and to perform all of its obligations thereunder. No consents or approvals, other than as expressly provided for in the Asset Purchase Agreement and the entry of this Order, are required by GTAT to undertake such actions. 15. Subject to the terms specified therein, the Asset Purchase Agreement and any related agreements, instruments, and documents may be waived, modified, amended, or supplemented by agreement of GTAT and the Buyer, without further action of this Court; provided, however, that any such waiver, modification, amendment or supplement does not have a material and adverse effect on GTAT or its estate _20 6

88 Case: HJB Doc #: Filed: 10/01/15 Desc: Proposed Order Page 71 of The stays provided for in Bankruptcy Rules 6004(h) and 6006(d) are hereby waived, and this Order shall be effective immediately upon its entry. 17. All time periods set forth in this Order shall be calculated in accordance with Bankruptcy Rule 9006(a). 18. The requirement set forth in Local Rule 7102(b)(2) that any motion filed shall have an accompanying memorandum of law is waived. 19. The Court retains exclusive jurisdiction with respect to all matters arising from or related to the implementation of this Order. Dated:, 2015 Manchester, NH HONORABLE HENRY J. BOROFF UNITED STATES BANKRUPTCY JUDGE _20 7

89 Case: HJB Doc #: Filed: 10/01/15 Desc: Proposed Order Page 72 of 84 Exhibit 1 to Order _20

90 Case: HJB Doc #: Filed: 10/01/15 Desc: Proposed Order Page 73 of 84 Exhibit C Bill of Sale BILL OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT This Bill of Sale, Assignment and Assumption Agreement (this Instrument ) is executed and delivered as of [ ], 2015 in connection with the consummation of the transactions contemplated by that certain Asset Purchase Agreement, dated as of [ ], 2015 (the Purchase Agreement ), by and between Neutron Therapeutics Inc., a Delaware corporation ( Buyer ), and GTAT Corporation (d/b/a GT Advanced Technologies), a Delaware corporation ( Seller ). Capitalized terms used and not otherwise defined in this Instrument have the meanings assigned to such terms in the Purchase Agreement. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Seller, for itself and its successors and assigns, hereby grants, bargains, sells, conveys, delivers, assigns and transfers to Buyer all of the Purchased Assets, whether real, personal or mixed, and whether tangible or intangible (collectively, the Property ), free and clear of all liens, claims, encumbrances, security interests and other encumbrances of every kind and nature whatsoever. Seller, for itself and its successors and assigns, covenants and agrees to execute and deliver such other instruments of transfer, assignment and conveyance and to take such further actions as Buyer may reasonably request to vest in Buyer and its successors and assigns all of the rights, title and interests in the Property of Seller and its successors and assigns, free and clear of all liens, claims, encumbrances, security interests and other encumbrances of every kind and nature whatsoever. Buyer hereby assumes and agrees to discharge and perform when due all of the Assumed Liabilities, subject to the terms, conditions and limitations set forth in the Purchase Agreement. Buyer does not assume or otherwise agree to discharge and perform any of the other liabilities, obligations and commitments of Seller. This Bill of Sale shall be governed by and construed in accordance with the internal laws of the state of Delaware (without giving effect to the principles of conflicts of laws thereof), except to the extent that the laws of such state are superseded by the Bankruptcy Code. TO HAVE AND TO HOLD the Property unto Buyer, its successors and assigns, forever. IN WITNESS WHEREOF, the parties have caused this Bill of Sale, Assignment and Assumption Agreement to be executed and delivered by their duly authorized agents as of the date first written above. BUYER SELLER By: Name: Title: By: Name: Title: _20

91 Case: HJB Doc #: Filed: 10/01/15 Desc: Proposed Order Page 74 of 84 Exhibit D IP Assignments _20

92 Case: HJB Doc #: Filed: 10/01/15 Desc: Proposed Order Page 75 of 84 PATENT ASSIGNMENT This PATENT ASSIGNMENT ( Assignment ) is made and effective as of October [ ], 2015, by and between GTAT Corporation, d/b/a GT Advanced Technologies, a Delaware corporation ( Assignor ), in favor of Neutron Therapeutics Inc., a Delaware corporation ( Assignee ). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in that certain Asset Purchase Agreement, dated as of October [ ], 2015, by and between Assignor and Assignee (the Asset Purchase Agreement ). PRELIMINARY STATEMENTS Effective as of the date hereof, Assignor has sold to Assignee, and Assignee has purchased from Assignor, the patents and patent applications set forth on Schedule A attached hereto (the Patents ). Assignor hereby conveys, assigns, transfers and delivers to Assignee, its successors and assigns, all of Assignor s rights, title and interest throughout the world in and to (a) the Patents; (b) all reissues, reexaminations, extensions, continuations, continuations in part, continuing prosecution applications, requests for continuing examinations, substitutions, divisions and registrations of the Patents; (c) all foreign and multinational patents, patent applications and counterparts relating to the Patents; (d) all rights provided by multinational treaties or conventions related to the Patents; and (e) all other rights appurtenant including, but not limited to, title and interest and the right to recover for past and future infringement in the United States of America and all other countries and jurisdictions of the world in and to said Patents (collectively, the Patent Rights ). NOW, THEREFORE, in consideration of the covenants, promises and representations set forth herein and in the Asset Purchase Agreement and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Assignor and Assignee hereby agree as follows: 1. Assignor hereby irrevocably sells, transfers and assigns to Assignee, and Assignee hereby accepts the assignment of, all rights, title and interest as Assignor may possess in, to and under the Patent Rights worldwide in perpetuity, including common law rights, together with (i) all registrations and applications for the Patent Rights, (ii) all income, royalties, damages and payments in respect of the Patent Rights, (iii) the right, if any, to register, prosecute, maintain and defend the Patent Rights before any public or private agency or registrar and (iv) all causes of action (either in law or in equity) and the right to sue, counterclaim and recover for infringement of the Patent Rights (whether arising prior to or subsequent to the date of this Assignment), and the right to fully and entirely stand in the place of Assignor in all matters related thereto. Assignee agrees that it shall be solely responsible for the payment of any and all maintenance fees, annuities, taxes, and the like from and after the date hereof. 2. Assignor also hereby authorizes the respective patent office or governmental agency in each jurisdiction to issue any and all patents or certificates of invention which may be granted upon any of the Patent Rights in the name of Assignee, as the assignee to the entire interest therein. 3. Assignor shall execute and deliver such documents and instruments, provide such information, cooperation, assistance and otherwise take such steps as Assignee or its legal representatives may reasonably require, at Assignor s cost and expense, to evidence the transfer or assignment to Assignee of the Patent Rights including, without limitation, the execution of any other assignments or documents that may be necessary to evidence Assignee s ownership of the Patent Rights in the US Patent and Trademark Office and the patent offices of any foreign country or jurisdiction. 4. Whenever counsel of Assignee, or the counsel of its successors, legal representatives and assigns, shall advise that any proceeding in connection with Assignee s rights in said Patent Rights, or _4

93 Case: HJB Doc #: Filed: 10/01/15 Desc: Proposed Order Page 76 of 84 any division, continuation or continuation-in-part thereof, to be obtained therein, is lawful and desirable, Assignor will sign all papers and documents, take all lawful oaths, and do all acts reasonably necessary or required to be done for the procurement, maintenance, enforcement and defense of the Patent Rights, but at the cost and expense of the Assignee. 5. This Assignment shall be governed by the governing law provision of the Asset Purchase Agreement. In the event of a conflict between the provisions herein and the terms and conditions of the Asset Purchase Agreement, the terms and conditions of the Asset Purchase Agreement shall govern. Notwithstanding any other provision of this Assignment to the contrary, nothing contained in this Assignment shall in any way supersede, merge with, modify, replace, amend, change, rescind, waive, exceed, expand, enlarge or in any way affect the provisions set forth in the Asset Purchase Agreement, nor shall this Assignment reduce, expand or enlarge any remedies under the Asset Purchase Agreement. This Assignment may not be supplemented, altered or modified in any manner except by a writing signed by the parties hereto. This Assignment may be executed in any number of counterparts by the parties hereto, each of which when so executed and delivered shall be deemed an original and all of which counterparts taken together constitute one and the same instrument. [Signature page follows] _4 2

94 Case: HJB Doc #: Filed: 10/01/15 Desc: Proposed Order Page 77 of 84 IN WITNESS WHEREOF, this Patent Assignment has been executed by the duly authorized representatives of the parties the day and year first above written. ASSIGNOR: GTAT CORPORATION By: Name: Title: ASSIGNEE: NEUTRON THERAPEUTICS INC. By: Name: Title: SIGNATURE PAGE TO PATENT ASSIGNMENT _4

95 Case: HJB Doc #: Filed: 10/01/15 Desc: Proposed Order Page 78 of 84 STATE OF ) ) ss. COUNTY OF ) On October [ ], 2015, before me, the undersigned notary public in and for said County and State, personally appeared personally known to me [or] proved to me on the basis of satisfactory evidence to be the person(s) who executed the foregoing instrument on behalf of GTAT Corporation, a corporation duly formed under the laws of Delaware, as (title) of such corporation, and acknowledged to me that the execution and delivery of said instrument was duly authorized by said corporation. WITNESS my hand and official seal. Notary Public My commission expires on: _4 SIGNATURE PAGE NOTARIZATION TO PATENT ASSIGNMENT

96 Case: HJB Doc #: Filed: 10/01/15 Desc: Proposed Order Page 79 of 84 STATE OF ) ) ss. COUNTY OF ) On October [ ], 2015, before me, the undersigned notary public in and for said County and State, personally appeared personally known to me [or] proved to me on the basis of satisfactory evidence to be the person(s) who executed the foregoing instrument on behalf of Neutron Therapeutics Inc., a corporation duly formed under the laws of Delaware, as (title) of such corporation, and acknowledged to me that the execution and delivery of said instrument was duly authorized by said corporation. WITNESS my hand and official seal. Notary Public My commission expires on: _4 SIGNATURE PAGE NOTARIZATION TO PATENT ASSIGNMENT

97 Case: HJB Doc #: Filed: 10/01/15 Desc: Proposed Order Page 80 of 84 SCHEDULE A Transferred Patents _4 PATENT ASSIGNMENT SCHEDULE A

98 Case: HJB Doc #: Filed: 10/01/15 Desc: Proposed Order Page 81 of 84 TRADEMARK ASSIGNMENT This TRADEMARK ASSIGNMENT ( Assignment ) is made and effective as of October [ ], 2015, by and between GTAT Corporation, d/b/a GT Advanced Technologies, a Delaware corporation ( Assignor ), in favor of Neutron Therapeutics Inc., a Delaware corporation ( Assignee ). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in that certain Asset Purchase Agreement, dated as of October [ ], 2015, by and between Assignor and Assignee (the Asset Purchase Agreement ). PRELIMINARY STATEMENTS Effective as of the date hereof, Assignor has sold to Assignee, and Assignee has purchased from Assignor, the trademarks set forth on Schedule A attached hereto, and all other rights appurtenant, including, but not limited to, common law rights, title and interest, trade name rights and the right to recover for past infringement, in the United States of America and all other countries and jurisdictions of the world, in and to said trademarks and any applications and registrations thereof (hereinafter collectively referred to as the Trademarks ). For the Trademarks in use, Assignor has adopted, used, is using and has acquired goodwill associated with and symbolized by said Trademarks and has not abandoned the same. Assignee is desirous of acquiring all rights, title and interest in and to the Trademarks worldwide. Assignor is willing to assign to Assignee all rights, title and interest as Assignor may possess in and to the Trademarks worldwide. NOW THEREFORE, in consideration of the covenants, promises and representations set forth herein and in the Asset Purchase Agreement and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Assignor and Assignee hereby agree as follows: 1. Assignor hereby assigns to Assignee all rights, title and interest as Assignor may possess in and to the Trademarks worldwide, together with (i) the goodwill symbolized by and associated with said Trademarks, (ii) all registrations and applications (including intent-to-use applications) for the Trademarks, (iii) all income, royalties, damages and payments in respect of the Trademarks, (iv) any and all renewals and extensions of such Trademarks that may hereafter be secured under the laws now or hereafter in effect in the United States and in any other jurisdiction, and (v) all causes of action (either in law or in equity) and the right to sue, counterclaim and recover for infringement of the Trademarks. Assignee agrees that it shall be solely responsible for the payment of any and all maintenance fees, annuities, taxes, and the like from and after the date hereof. 2. Assignor shall execute and deliver such documents and instruments, provide such information, cooperation, assistance and otherwise take such steps as Assignee or its legal representatives may reasonably require, at Assignor s cost and expense, to evidence the transfer or assignment to Assignee of the Trademarks, including, without limitation, the execution of any other assignments or documents that may be necessary to evidence Assignee s ownership of the Trademarks in the US Patent and Trademark Office and the trademark offices of any foreign country or jurisdiction. 3. Following the assignment of the Trademarks on the date hereof, Assignor shall not use the Trademarks with any product or service in any country or jurisdiction worldwide. 4. This Assignment shall be governed by the governing law provision of the Asset Purchase Agreement. In the event of a conflict between the provisions herein and the terms and conditions of the Asset Purchase Agreement, the terms and conditions of the Asset Purchase Agreement shall govern. Notwithstanding any other provision of this Assignment to the contrary, nothing contained in this Assignment shall in any way supersede, merge with, modify, replace, amend, change, rescind, waive, exceed, expand, enlarge or in any way affect the provisions set forth in the Asset Purchase Agreement, _4

99 Case: HJB Doc #: Filed: 10/01/15 Desc: Proposed Order Page 82 of 84 nor shall this Assignment reduce, expand or enlarge any remedies under the Asset Purchase Agreement. This Assignment may not be supplemented, altered or modified in any manner except by a writing signed by the parties hereto. This Assignment may be executed in any number of counterparts by the parties hereto, each of which when so executed and delivered shall be deemed an original and all of which counterparts taken together constitute one and the same instrument. [Signature page follows] _4 2

100 Case: HJB Doc #: Filed: 10/01/15 Desc: Proposed Order Page 83 of 84 IN WITNESS WHEREOF, this Trademark Assignment has been executed by the duly authorized representatives of the parties the day and year first above written. ASSIGNOR: GTAT CORPORATION By: Name: Title: ASSIGNEE: NEUTRON THERAPEUTICS INC. By: Name: Title: _4 Signature Page to Trademark Assignment

101 Case: HJB Doc #: Filed: 10/01/15 Desc: Proposed Order Page 84 of 84 SCHEDULE A _4

102 Case: HJB Doc #: Filed: 10/01/15 Desc: Exhibit B (Declaration) Page 1 of 7 EXHIBIT B DECLARATION

103 Case: HJB Doc #: Filed: 10/01/15 Desc: Exhibit B (Declaration) Page 2 of 7 UNITED STATES BANKRUPTCY COURT DISTRICT OF NEW HAMPSHIRE x : In re: : Chapter 11 : GT ADVANCED TECHNOLOGIES INC., et al., : Case No HJB : Debtors. 1 : Jointly Administered : : x DECLARATION OF MARCELO MESSER, DIRECTOR OF ROTHSCHILD INC., IN SUPPORT OF DEBTORS MOTION FOR ORDER, UNDER BANKRUPTCY CODE SECTIONS 105, 363, AND 365, BANKRUPTCY RULES 2002, 6004, 6006, AND 9007, AND LOCAL BANKRUPTCY RULE , APPROVING SALE OF HYPERION ASSETS OF GTAT CORPORATION TO NEUTRON THERAPEUTICS INC. FREE AND CLEAR OF ALL LIENS, CLAIMS, ENCUMBRANCES, AND INTERESTS 1. I, Marcelo Messer, hereby declare that the following is true and correct to the best of my knowledge, information and belief: 2. I am a Director of Rothschild Inc. ( Rothschild ), which has an office located at 1251 Avenue of the Americas, New York, New York Except as otherwise indicated, all facts set forth in this declaration are based upon my personal knowledge and experience, and information learned from my review of relevant documents and information supplied to me by management and advisors of the above-captioned debtors and debtors in possession (collectively, GTAT the Debtors ). I am authorized to submit this declaration on behalf of Rothschild in support of the Debtors Motion for Order, 1 The Debtors, along with the last four digits of each debtor s tax identification number, as applicable, are: GT Advanced Technologies Inc. (6749), GTAT Corporation (1760), GT Advanced Equipment Holding LLC (8329), GT Equipment Holdings, Inc. (0040), Lindbergh Acquisition Corp. (5073), GT Sapphire Systems Holding LLC (4417), GT Advanced Cz LLC (9815), GT Sapphire Systems Group LLC (5126), and GT Advanced Technologies Limited (1721). The Debtors corporate headquarters are located at 243 Daniel Webster Highway, Merrimack, NH

104 Case: HJB Doc #: Filed: 10/01/15 Desc: Exhibit B (Declaration) Page 3 of 7 Under Bankruptcy Code Sections 105, 363, and 365, Bankruptcy Rules 2002, 6004, 6006, and 9007, and Local Bankruptcy Rule , Approving Sale of Hyperion Assets of GTAT Corporation ( GTAT Corp. ) to Neutron Therapeutics Inc. Free and Clear of All Liens, Claims, Encumbrances, and Interests (the Motion ). 2 If called upon to testify, I would testify competently to the facts and opinions set forth herein. Qualifications 4. I hold a Bachelor of Arts degree in Economics, summa cum laude, from Yale University and a Masters of Business Administration from the Stanford University Graduate School of Business. I began my career at Credit Suisse First Boston, where I advised Latin American companies on M&A and financing transactions. After obtaining my M.B.A., I joined the Restructuring Group at Financo, Inc., and thereafter I joined the Restructuring Group at Morgan Joseph & Co. After leaving Morgan Joseph & Co., I became one of the founding members of Miller Mathis & Co., where I advised on restructuring and M&A transactions, with a focus on the metals and mining industry. I left Miller Mathis & Co. to join Rothschild in June I currently serve on the Board of American Friends of Herzog Hospital, an organization that raises funds and awareness for one of the oldest hospitals in Israel. I have approximately (15) years of investment banking experience, including approximately ten (10) years focused exclusively on advising companies, creditors and other constituencies on restructuring transactions. My experience with Section 363 sale transactions includes but is not limited to advising on the Section 363 sales of businesses owned by GTAT, Inner City Broadcasting, Nassau Broadcasting, and Allied Systems Holdings. 2 Capitalized terms not otherwise defined have the same meaning as in the Motion. 2

105 Case: HJB Doc #: Filed: 10/01/15 Desc: Exhibit B (Declaration) Page 4 of 7 Engagement by GTAT 5. Since its retention on September 25, 2014 and up to the Petition Date, Rothschild provided extensive pre-petition services to the Debtors in preparation for the Debtors restructuring efforts, including assisting management in evaluating long-range business plan forecasts, analyzing the Debtors near and intermediate term liquidity under various scenarios, advising the Debtors Boards of Directors regarding strategic alternatives, preparing marketing materials in connection with potential debtor-in-possession financing, assisting in developing a communications plan and providing additional financial advice and investment banking services in preparation for the filing of these chapter 11 cases. 6. On October 30, 2014, this Court issued the Order Authorizing Debtors to Employ and Retain Rothschild Inc. as Financial Advisor and Investment Banker Nunc Pro Tunc to the Petition Date [Docket No. 391]. Since the Petition Date, Rothschild has continued to provide strategic and financial advisory services to GTAT. GTAT Corp. s Hyperion Business 7. GTAT Corp. is incorporated in Delaware and is a wholly-owned subsidiary of Debtor GT Advanced Technologies Inc. Among GTAT Corp. s businesses is the Hyperion business, i.e., the development of a multipurpose system that includes a first of its kind high energy and high current ion accelerator, with a wide array of applications ranging from cancer therapy to high-value materials processing to high-end semiconductors. In addition to the ion accelerator, the system consists of an ion source, an ion beam scanner/analyzer, and an end station. GTAT Corp. has over 50 patents for the machine. 3

106 Case: HJB Doc #: Filed: 10/01/15 Desc: Exhibit B (Declaration) Page 5 of 7 Marketing of GTAT Corp. s Hyperion Assets 8. In an effort to market GTAT Corp. s assets related to its Hyperion business for sale, starting on July 7, 2015, Rothschild contacted a total of 102 parties, consisting of 32 potential financial buyers, 38 potential strategic buyers and 32 venture capital firms. The parties contacted were selected in consultation with the Debtors management and after seeking input from the financial advisors to the Committee and the ad hoc group of unaffiliated noteholders. Parties contacted included (a) parties who had previously expressed interest in purchasing the Hyperion assets, (b) strategic buyers with the potential for a strategic fit, and (c) financial buyers and venture capital firms that were selected after taking into account the size, financial circumstances, and industry sector of GTAT Corp. 9. Of the 102 parties originally contacted, eight parties executed confidentiality agreements and received the following documents regarding the sale of the Hyperion Assets: (a) a confidential information memorandum with respect to the Hyperion Assets, (b) a request for proposal that outlined the marketing and sale process (including the August 24, 2015 deadline to submit non-binding indications of interest), and (c) access to a data room. 10. On August 6, 2015, the Debtors also filed and served a sale notice [Docket No. 2153] which informed creditors, potential bidders, and other parties in interest that the Debtors had initiated the process of selling the Hyperion assets and that indications of interest should be submitted by August 24, Of the eight parties who executed confidentiality agreements, two parties submitted a non-binding letter of intent (an LOI ) by the August 24, 2015 deadline. Of the two that submitted an LOI, one party subsequently withdrew their interest after performing additional 4

107 Case: HJB Doc #: Filed: 10/01/15 Desc: Exhibit B (Declaration) Page 6 of 7 due diligence, leaving Neutron Therapeutics Inc. ( Buyer ) as the only remaining interested party. 12. Due to Mr. Theodore Smick s familiarity with the Hyperion assets, Buyer s additional due diligence after submitting an LOI was limited. Following extensive, arm s-length negotiations, GTAT Corp. and Buyer reached agreement on the Asset Purchase Agreement for the sale of the Purchased Assets. Sound Business Justification for Sale of Purchased Assets 13. The Purchased Assets will require significant capital investment and time before they can be commercialized for a profit. At this time, the Purchased Assets no longer fit into the Debtors business plan going forward and thus the Debtors have determined that the best way to maximize their value is to complete the sale of those assets on the terms set forth in the Asset Purchase Agreement. [Remainder of page intentionally left blank] 5

108 Case: HJB Doc #: Filed: 10/01/15 Desc: Exhibit B (Declaration) Page 7 of 7 1