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ASSET PURCHASE AND SALE AGREEMENT
 Between
 MOARK, LLC, CUTLER AT ABBEVILLE, L.L.C., HI POINT INDUSTRIES, LLC,
L & W EGG PRODUCTS, INC., NORCO RANCH, INC., AND MOARK EGG
CORPORATION,
 COLLECTIVELY AS SELLER
 AND
 GOLDEN OVAL EGGS, LLC
 AND
 GOECA, LP
 As Buyer
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GOE/Moark
    
    Asset Purchase Agreement
 TABLE OF CONTENTS
 PAGEARTICLE 1 Definitions
    
    
    2ARTICLE 2 Sale and Purchase of Purchased Assets; Assumption of Assumed Obligations
    
    
    62.1
    
    Purchased Assets
    
    
    62.2
    
    Assignment of Contracts
    
    
    72.3
    
    Excluded Assets
    
    
    82.4
    
    Assumed Obligations
    
    
    82.5
    
    Excluded Obligations
    
    
    82.6
    
    Schedule Updates
    
    
    9ARTICLE 3 Purchase Price and Payment
    
    
    103.1
    
    Purchase Price
    
    
    103.2
    
    Initial Purchase Price
    
    
    103.3
    
    Earn-Out Payment
    
    
    103.4
    
    Allocation of Initial Purchase Price
    
    
    12ARTICLE 4 Representations and Warranties of the Seller
    
    
    124.1
    
    Purchased Assets Sold As Is Except as Warranted
    
    
    124.2
    
    Existence and Good Standing
    
    
    124.3
    
    Due Authorization
    
    
    134.4
    
    Absence of Conflicts
    
    
    134.5
    
    Absence of Changes or Events
    
    
    134.6
    
    Business Financial Statements
    
    
    134.7
    
    Title to Assets
    
    
    144.8
    
    Compliance with Laws; Permits
    
    
    144.9
    
    Taxes
    
    
    144.10
    
    Litigation
    
    
    154.11
    
    Inventory
    
    
    154.12
    
    Contracts
    
    
    154.13
    
    Employee Matters
    
    
    154.14
    
    Environmental Matters
    
    
    154.15
    
    Labor Matters
    
    
    154.16
    
    Major Customers; Major Suppliers
    
    
    164.17
    
    Intellectual Property
    
    
    164.18
    
    Books and Records
    
    
    164.19
    
    Equipment and Fixed Assets
    
    
    164.20
    
    Insurance
    
    
    16
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GOE/Moark
    
    Asset Purchase Agreement
 PAGE4.21
    
    Misrepresentations and Omissions
    
    
    164.22
    
    Purchased Assets Necessary for Business
    
    
    17ARTICLE 5 Representations And Warranties Of The Buyer
    
    
    175.1
    
    Representations
    
    
    175.2
    
    Existence and Good Standing
    
    
    175.3
    
    Due Authorization
    
    
    175.4
    
    Absence of Conflicts
    
    
    185.5
    
    Litigation
    
    
    185.6
    
    Financial Capability
    
    
    185.7
    
    Misrepresentations and Omissions
    
    
    185.8
    
    Hired Employees
    
    
    185.9
    
    Financial Statements
    
    
    18ARTICLE 6 Covenants Of The Seller
    
    
    196.1
    
    Covenant to Buyer
    
    
    196.2
    
    Conduct of Business
    
    
    196.3
    
    Disclosure Schedules; Notice of Developments
    
    
    19ARTICLE 7 Covenants Of The Buyer And The Seller
    
    
    197.1
    
    Access to Information, Inspections
    
    
    197.2
    
    Title Evidence, Closing Fees and Proration of Utilities
    
    
    207.3
    
    Motor Vehicles
    
    
    217.4
    
    Tax Matters
    
    
    217.5
    
    Confidentiality
    
    
    227.6
    
    Payments Received
    
    
    227.7
    
    Satisfaction of Conditions
    
    
    227.8
    
    Accounts Receivable
    
    
    237.9
    
    Ancillary Agreements
    
    
    237.10
    
    HSR Act
    
    
    23ARTICLE 8 Conditions Precedent To Obligations Of The Buyer
    
    
    238.1
    
    Conditions Precedent
    
    
    248.2
    
    Accuracy of Representations and Warranties
    
    
    248.3
    
    Compliance with Agreements and Covenants
    
    
    248.4
    
    No Injunctions
    
    
    248.5
    
    Intentionally Deleted
    
    
    248.6
    
    No Material Adverse Effect
    
    
    248.7
    
    Deliveries
    
    
    248.8
    
    HSR Act
    
    
    24ARTICLE 9 Conditions Precedent To Obligations Of The Seller
    
    
    249.1
    
    Conditions Precedent
    
    
    24
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GOE/Moark
    
    Asset Purchase Agreement
 PAGE9.2
    
    Accuracy of Representations and Warranties
    
    
    249.3
    
    Compliance with Agreements and Covenants
    
    
    259.4
    
    No Injunctions
    
    
    259.5
    
    Deliveries
    
    
    259.6
    
    HSR Act
    
    
    25ARTICLE 10 Employees And Benefit Plans
    
    
    2510.1
    
    Offer of Employment
    
    
    2510.2
    
    Recognition
    
    
    26ARTICLE 11 Closing
    
    
    2611.1
    
    Closing
    
    
    2611.2
    
    Deliveries by the Seller
    
    
    2611.3
    
    Deliveries by the Buyer
    
    
    27ARTICLE 12 Termination
    
    
    2712.1
    
    Termination
    
    
    2712.2
    
    Effect of Termination
    
    
    2812.3
    
    Remedy Upon Breach
    
    
    28ARTICLE 13 Indemnification
    
    
    2813.1
    
    Excluded Assets and Excluded Obligations
    
    
    2813.2
    
    Purchased Assets and Assumed Obligations
    
    
    2813.3
    
    Breach of Representations and Warranties
    
    
    2913.4
    
    Procedure
    
    
    2913.5
    
    Payment
    
    
    3013.6
    
    Sole Remedy
    
    
    3013.7
    
    No Third Party Beneficiary Claims
    
    
    3113.8
    
    Not Applicable to Fraud or Ancillary Agreements
    
    
    31ARTICLE 14 Miscellaneous
    
    
    3114.1
    
    Disclosure Schedules
    
    
    3114.2
    
    Expenses
    
    
    3114.3
    
    Amendment
    
    
    3114.4
    
    Interpretation
    
    
    3114.5
    
    Notices
    
    
    3114.6
    
    Waivers
    
    
    3214.7
    
    Successors and Assigns
    
    
    3214.8
    
    Publicity
    
    
    3314.9
    
    Further Assurances
    
    
    3314.10
    
    Severability
    
    
    3314.11
    
    Entire Understanding
    
    
    3314.12
    
    Applicable Law; Jurisdiction
    
    
    33
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GOE/Moark
    
    Asset Purchase Agreement
 PAGE14.13
    
    Counterparts.
    
    
    3414.14
    
    Passage of Title and Risk of Loss.
    
    
    34
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GOE/Moark
    
    Asset Purchase Agreement
 SCHEDULES
 Schedule 1.1
    
    Knowledge of the SellerSchedule 2.1(1)
    
    Equipment and Fixed AssetsSchedule 2.1(2)
    
    InventorySchedule 2.1 (3)
    
    Owned Real PropertySchedule 2.1(5)
    
    Current AssetsSchedule 2.2(1)
    
    Real Property LeasesSchedule 2.2(2)
    
    Personal Property LeasesSchedule 2.2(4)
    
    Hardware and SoftwareSchedule 3.4
    
    Initial Purchase Price AllocationSchedule 4.22
    
    Necessary AssetsSchedule 7.2(a)
    
    Real Estate Matters
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ASSET PURCHASE AND SALE AGREEMENT
BETWEEN
GOLDEN OVAL EGGS, LLC AND GOECA, LP AS BUYER
AND
MOARK AND AFFILIATES AS SELLER
 PREAMBLE
  RECITALS
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ARTICLE 1  Definitions
  Accounts Receivable
 Agreement
 Ancillary Agreements
 Assigned Contracts
 Assumed Obligations
 Audited Financial Statements
 Books and Records
 Business
 Business Day
 Business Financial Statements
 Buyer
 Cash
 Closing
 Closing Date
 COBRA
 Code
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Confidentiality Agreement
 Contemplated Transactions
 Contract
 Contribution Assets
 Conveyance Documents
 Earnest Money Deposit
 Earn-Out Payment
 Earn-Out Payment Computation Date
 Effective
Time
 Employee Plan
 Employees
 Environment
 Environmental Law
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Equipment and Fixed Assets
 ERISA
 Excluded Assets
 Excluded Obligations
 Governmental Authority
 Hazardous Material
 Hired Employees
 Identified Employees
 Initial Purchase Price
 Initial Purchase Price Allocation
 Indemnification Basket
 Indemnification Cap
 Interim Financial Statements
 Knowledge
 Law
 Leased Real Property
 Litigation
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Material Adverse Effect
 Material Assigned Contracts
 Owned Real Property
 Party
 Permits
 Permitted Encumbrance
 Personal Property Leases
 Post-Transfer Period
 Pre-Transfer Period
 Property Taxes
 Purchased Assets
 Real Property
 Real Property Leases
 Release
 Seller
 Tax
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Tax Return
 Title Commitment
 Title Evidence
 ARTICLE 2  Sale and Purchase of Purchased Assets;  Assumption of Assumed Obligations
 2.1 Purchased Assets.
 Sale and Purchase.
 Equipment and Fixed Assets
 Inventory
 Owned Real Property
 Information and Records
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Certain Current Assets
 Permits
 Intellectual Property
 Goodwill
 Purchased Assets
 Assets Purchased and Transferred to GOECA, LP.
 2.2 Assignment of Contracts
 Assumption
 Real Property Leases
 Personal Property Leases
 Contracts
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Hardware and Software
 2.3 Excluded Assets.
       2.4 Assumed Obligations
 Contract Obligations
 Identified Employees
 Environmental Law
 2.5 Excluded Obligations
 No Assumption
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Excluded Assets
 Tax Liability
 Employees
 Debt
 Warranties and Returns
 Accounts Payable
 Fees and Expenses
 Litigation
 Excluded Obligations.
 2.6 Schedule Updates
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ARTICLE 3  Purchase Price and Payment
 3.1 Purchase Price Consideration .
 Earnest Money Deposit
 3.2 Initial Purchase Price.
 ,
 3.3 Earn-Out Payment.
 Additional Payment.
 General Computation.
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Time Period for Measurement.
 Cap.
 Time for Payment.
 Adherence to Plan. Provision of Records; Right to Audit.
 Disagreement as to Amount.
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3.4 Allocation of Initial Purchase Price
 ARTICLE 4  Representations and Warranties of the Seller
 4.1 Purchased Assets Sold As Is Except as Warranted
 4.2 Existence and Good Standing
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4.3 Due Authorization
 4.4 Absence of Conflicts.
 4.5 Absence of Changes or Events.
   4.6 Business Financial Statements.
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4.7 Title to Assets.
 Title to Purchased Assets
 Title to Real Property
 4.8 Compliance with Laws; Permits.
 No Notice of Noncompliance
 Permits
 4.9 Taxes.
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4.10 Litigation.
 4.11 Inventory.
 4.12 Contracts.
 4.13 Employee Matters.
  4.14 Environmental Matters.
 4.15 Labor Matters.
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4.16 Major Customers; Major Suppliers.
 4.17 Intellectual Property.
 4.18 Books and Records.
 4.19 Equipment and Fixed Assets.
 4.20 Insurance.
 4.21 Misrepresentations and Omissions.
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4.22 Purchased Assets Necessary for Business.
 ARTICLE 5  Representations And Warranties Of The Buyer
 5.1 Representations.
 5.2 Existence and Good Standing.
 5.3 Due Authorization.
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5.4 Absence of Conflicts.
 5.5 Litigation.
 5.6 Financial Capability.
 5.7 Misrepresentations and Omissions.
 5.8 Hired Employees.
 5.9 Financial Statements.
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ARTICLE 6
 Covenants Of The Seller
 6.1 Covenant to Buyer.
 6.2 Conduct of Business.
      6.3 Disclosure Schedules; Notice of Developments.
 ARTICLE 7
 Covenants Of The Buyer And The Seller
 7.1 Access to Information, Inspections.
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Access to Seller
 Access to Information Post Closing.
 7.2 Title Evidence, Closing Fees and Proration of Utilities.
 Title Commitment
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Title Fees and Costs
 Utility Charges
 7.3 Motor Vehicles.
 7.4 Tax Matters.
 Property Taxes
 Tax Payments at Closing
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Foreign Person Certificate
 7.5 Confidentiality.
 7.6 Payments Received.
 7.7 Satisfaction of Conditions.
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7.8 Accounts Receivable.
 7.9 Ancillary Agreements.
 Egg Supply Agreement
 Transitional Services Agreement
 Subscription Agreement
 Norco Breaking Room Sublease
 License Agreement
 Subordinated Promissory Note
 License Agreement
 Shared Services Agreement
 Land OLakes Indemnification Guarantee Agreement
 R & D Services Agreement
 7.10 HSR Act.
 ARTICLE 8
 Conditions Precedent To Obligations Of The Buyer
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8.1 Conditions Precedent.
 8.2 Accuracy of Representations and Warranties.
 8.3 Compliance with Agreements and Covenants.
 8.4 No Injunctions.
 8.5 Intentionally Deleted.
 8.6 No Material Adverse Effect.
 8.7 Deliveries.
 8.8 HSR Act.
 ARTICLE 9
 Conditions Precedent To Obligations Of The Seller
 9.1 Conditions Precedent.
 9.2 Accuracy of Representations and Warranties.
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9.3 Compliance with Agreements and Covenants.
 9.4 No Injunctions.
 9.5 Deliveries.
 9.6 HSR Act.
 ARTICLE 10
 Employees And Benefit Plans
 10.1 Offer of Employment.
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10.2 Recognition.
 ARTICLE 11
 Closing
 11.1 Closing.
 11.2 Deliveries by the Seller.
 Real and Personal Property
 Possession of Assets
 Vehicle Certificates
 Transfer Instruments
 Conditions Precedent Certificate
 Authorization Certificate
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Foreign Person Certificate
 Certificate of Good Standing
 Ancillary Agreements
 Other Documents
 11.3 Deliveries by the Buyer.
 Assignment and Assumption Agreements
 Conditions Precedent Certificate
 Authorization Certificate
 Ancillary Agreements
 Other Documents
 ARTICLE 12
 Termination
 12.1 Termination.
 Mutual Agreement
 Expiration Date
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Government Order
 Breach
 Material Adverse Effect
 12.2 Effect of Termination.
 12.3 Remedy Upon Breach.
 ARTICLE 13
 Indemnification
 13.1 Excluded Assets and Excluded Obligations.
 13.2 Purchased Assets and Assumed Obligations.
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13.3 Breach of Representations and Warranties.
 Applicability
 Survival
 Indemnification
 Limitation on Amount
 13.4 Procedure.
 Assertion
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Participation in Claim
 Settlement and Compromise
 For Other Claims.
 13.5 Payment.
 13.6 Sole Remedy.
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13.7 No Third Party Beneficiary Claims.
 13.8 Not Applicable to Fraud or Ancillary Agreements.
 ARTICLE 14
 Miscellaneous
 14.1 Disclosure Schedules.
 14.2 Expenses.
 14.3 Amendment.
 14.4 Interpretation.
 14.5 Notices.
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14.6 Waivers.
 14.7 Successors and Assigns.
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14.8 Publicity.
 14.9 Further Assurances.
 14.10 Severability.
 14.11 Entire Understanding.
 14.12 Applicable Law; Jurisdiction.
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14.13 Counterparts.
 14.14 Passage of Title and Risk of Loss.
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GOLDEN OVAL EGG, LLCBy:
    
    /s/ Chris R. EdgingtonPrint Name: Chris R. EdgingtonTitle: Chair, Board of ManagersGOLDEN OVAL EGG, LLC
    
    GOECA, LPBy:
    
    /s/ Dana Persson
    
    By:
    
    /s/ Dana PerssonPrint Name: Dana Persson
    
    Print Name: Dana PerssonTitle: Chief Executive Officer
    
    Title: CEO of General Partner, GOECMA, Inc.MOARK, LLC
    
    CUTLER AT ABBEVILLE, L.L.C.By:
    
    /s/ Craig Willardson
    
    By:
    
    /s/ Craig WillardsonPrint Name: Craig Willardson
    
    Print Name: Craig WillardsonTitle: President
    
    Title: PresidentHI POINT INDUSTRIES, LLC
    
    L & W EGG PRODUCTS, INCBy:
    
    /s/ Craig Willardson
    
    By:
    
    /s/ Craig WillardsonPrint Name: Craig Willardson
    
    Print Name: Craig WillardsonTitle: President
    
    Title: PresidentMOARK EGG CORPORATION
    
    NORCO RANCH, INC.By:
    
    /s/ Craig Willardson
    
    By:
    
    /s/ Craig WillardsonPrint Name: Craig Willardson
    
    Print Name: Craig WillardsonTitle: President
    
    Title: President
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