Common use of Bxxx of Sale Clause in Contracts

Bxxx of Sale. Reference is made to that certain Asset Purchase Agreement, dated as of June 23, 2005, (the “APA”) by and among WestPoint Sxxxxxx Inc. (the “Company”) and WestPoint Sxxxxxx Inc. I, and WestPoint Sxxxxxx Stores Inc., (the Company and such entities collectively the “Assignors”), J.X. Xxxxxxx Enterprises Inc., WS Textile Co., Inc., New Textile One, Inc., New Textile Two, Inc., and Textile Co., Inc. Defined terms used but not otherwise defined in this Bxxx of Sale shall have the meaning ascribed to them in the APA In consideration of the items being provided to Assignors or their creditors under the APA, the Assignors hereby absolutely assign, transfer and convey to Textile Co., Inc. (“Assignee”) all of Assignors’ right, title and interest, free and clear of claims, interests, liens and encumbrances to the extent provided in the [USE EXACT FINAL TITLE Sale Order], dated June ___, 2005, in and to all of the Purchased Assets, other than Excluded Assets. Executed and Delivered this ___day of ___, 2005. WESTPOINT SXXXXXX INC. By: Name: Title: WESTPOINT SXXXXXX INC. I By: Name: Title: WESTPOINT SXXXXXX STORES, INC. By: Name: Title: Assumption and Assignment Agreement (Assumed Liabilities) Reference is made to that certain Asset Purchase Agreement, dated as of June 23, 2005 (the “APA”) by and among WestPoint Sxxxxxx Inc. (the “Company”) and WestPoint Sxxxxxx Inc. I, and WestPoint Sxxxxxx Stores Inc. (the Company and such entities collectively the “Assignors”), J.X. Xxxxxxx Enterprises Inc., WS Textile Co., Inc., New Textile One, Inc., New Textile Two, Inc. and Textile Co., Inc. Defined terms used but not otherwise defined herein shall have the meaning ascribed to them in the APA. In consideration of the items being provided to Assignors or their creditors under the APA and pursuant to that certain [USE EXACT FINAL TITLE OF SALE ORDER AND ANY SEPARATE ORDER FIXING CURE COST AMOUNTS], dated ___, 2005 (collectively, the “Order”), Assignors hereby absolutely assign, transfer and convey to Textile Co., Inc. (“Assignee”) and Assignee hereby assumes the Assumed Liabilities, subject to the provisions of the APA and the Order; provided, however, that (i) nothing is this Assumption and Assignment Agreement shall prohibit Assignee from asserting or pursuing any claims or offsets it may have against any Person related to any Assumed Liability or contesting any Assumed Liability, whether pursuant to any agreement or contract, under Law or in equity, and (ii) nothing herein shall be deemed to deprive Assignee of any defenses, setoffs or counterclaims which Assignors may have had or which Assignee shall have with respect to any Assumed Liabilities. Executed and Delivered this ___th day of ___, 2005. WESTPOINT SXXXXXX INC. By: Name: Title: WESTPOINT SXXXXXX INC. I By: Name: Title: WESTPOINT SXXXXXX STORES, INC. By: Name: Title: TEXTILE CO., INC. By: Name: Title: Reference is made to that certain Asset Purchase Agreement dated as of ___, 2005 (the “APA”) by and among Westpoint Sxxxxxx Inc., Westpoint Sxxxxxx Inc. I, Westpoint Sxxxxxx Stores Inc., J.X. Xxxxxxx Enterprises Inc., WS Textile Co., Inc., New Textile One, Inc., New Textile Two, Inc. and Textile Co., Inc.

Bxxx of Sale. Reference THIS BXXX OF SALE is made to that certain Asset Purchase Agreementexecuted by Health Beverage, dated as of June 23LLC, 2005a Colorado limited liability company, 3000 Xxxxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000 (the “APA”) by and among WestPoint Sxxxxxx Inc. (the “Company”) and WestPoint Sxxxxxx Inc. I, and WestPoint Sxxxxxx Stores Inc., (the Company and such entities collectively the “AssignorsSeller”), J.X. Xxxxxxx Enterprises Inc.for the benefit of The Pulse Beverage Corporation, WS Textile Co.a Colorado corporation, Inc.c/o Wxxxxxx Xxxx, New Textile OneHxxx & Txxxxx, Inc.LLP, New Textile Two1000 Xxxxxxxxxx Xxxxxx, Inc.Xxxxxx, Xxxxxxxx 00000 (Buyer”). For good and Textile Co.valuable consideration, Inc. Defined terms used but not otherwise defined the receipt and sufficiency of which is hereby acknowledged, Seller does hereby transfer and convey unto Buyer, its successors and assigns, all of Seller’s right, title and interest to the following assets: PULSE PET 500ml Plastic bottle molds (Sidel Series II) - 8 sets (16 molds) – located in Morton, IL Con Flow Machines – 2 - Located in Txxxxxx, Xxxxxxx, Xxxxxx Pall Filters - Located in Txxxxxx, Xxxxxxx, Xxxxxx PulseMobile 1942 Dodge Powerwagon VIN 1510592 located in Morton, IL Visi-Coolers – 200 units – located in Chicago, IL PULSE®- Heart Health PULSE®- Women’s Health PULSE®- Men’s Health The assets are transferred in an “as is” condition. Seller covenants and agrees to and with Buyer, its successors and assigns, to warrant and defend the title of said assets against all and every claim whatsoever. The Seller has executed this Bxxx of Sale shall have the meaning ascribed to them in the APA In consideration of the items being provided to Assignors or their creditors under the APA, the Assignors hereby absolutely assign, transfer and convey to Textile Co., Inc. (“Assignee”) all of Assignors’ right, title and interest, free and clear of claims, interests, liens and encumbrances to the extent provided in the [USE EXACT FINAL TITLE Sale Order], dated June ___, 2005, in and to all of the Purchased Assets, other than Excluded Assets. Executed and Delivered this ______ day of July, 2010. HEALTH BEVERAGE, LLC, a Colorado limited liability company, By:___, 2005. WESTPOINT SXXXXXX INC. By: ___________________________________ Name: Title: WESTPOINT SXXXXXX INC. I By: Name: Title: WESTPOINT SXXXXXX STORES, INC. By: Name: Title: Assumption and Assignment Agreement (Assumed LiabilitiesSTATE OF ) Reference is made to that certain Asset Purchase Agreement, dated as of June 23, 2005 (the “APA”) by and among WestPoint Sxxxxxx Inc. (the “Company”) and WestPoint Sxxxxxx Inc. I, and WestPoint Sxxxxxx Stores Inc. (the Company and such entities collectively the “Assignors”), J.X. Xxxxxxx Enterprises Inc., WS Textile Co., Inc., New Textile One, Inc., New Textile Two, Inc. and Textile Co., Inc. Defined terms used but not otherwise defined herein shall have the meaning ascribed to them in the APA. In consideration of the items being provided to Assignors or their creditors under the APA and pursuant to that certain [USE EXACT FINAL TITLE ss COUNTY OF SALE ORDER AND ANY SEPARATE ORDER FIXING CURE COST AMOUNTS], dated ___, 2005 (collectively, the “Order”), Assignors hereby absolutely assign, transfer ________ ) Subscribed and convey sworn to Textile Co., Inc. (“Assignee”) and Assignee hereby assumes the Assumed Liabilities, subject to the provisions of the APA and the Order; provided, however, that (i) nothing is this Assumption and Assignment Agreement shall prohibit Assignee from asserting or pursuing any claims or offsets it may have against any Person related to any Assumed Liability or contesting any Assumed Liability, whether pursuant to any agreement or contract, under Law or in equity, and (ii) nothing herein shall be deemed to deprive Assignee of any defenses, setoffs or counterclaims which Assignors may have had or which Assignee shall have with respect to any Assumed Liabilities. Executed and Delivered before me this ___th _ day of July, 2010, by ___, 2005. WESTPOINT SXXXXXX INC. By: Name: Title: WESTPOINT SXXXXXX INC. I By: Name: Title: WESTPOINT SXXXXXX STORES, INC. By: Name: Title: TEXTILE CO., INC. By: Name: Title: Reference is made to that certain Asset Purchase Agreement dated as of ______________________. Witness my hand and official seal. ______________________________ Notary Public My Commission expires: __________________ This Agreement, 2005 made and entered into this 31st day of January, 2011, is by and between The Pulse Beverage Corporation (the “APAPulse”) by and among Westpoint Sxxxxxx Inc.Health Beverage, Westpoint Sxxxxxx Inc. I, Westpoint Sxxxxxx Stores Inc., J.X. Xxxxxxx Enterprises Inc., WS Textile Co., Inc., New Textile One, Inc., New Textile Two, Inc. and Textile Co., Inc.LLC (“Health Beverage”).

Bxxx of Sale. Reference is made to that certain Asset Agreement of Purchase Agreement, dated as of June 23, 2005, (the “APA”) by and among WestPoint Sxxxxxx Inc. (the “Company”) Sale and WestPoint Sxxxxxx Inc. I, and WestPoint Sxxxxxx Stores Inc., (the Company and such entities collectively the “Assignors”), J.X. Xxxxxxx Enterprises Inc., WS Textile Co., Inc., New Textile One, Inc., New Textile Two, Inc., and Textile Co., Inc. Defined terms used but not otherwise defined in this Bxxx of Sale shall have the meaning ascribed to them in the APA In consideration of the items being provided to Assignors or their creditors under the APA, the Assignors hereby absolutely assign, transfer and convey to Textile Co., Inc. (“Assignee”) all of Assignors’ right, title and interest, free and clear of claims, interests, liens and encumbrances to the extent provided in the [USE EXACT FINAL TITLE Sale Order], dated June ___, 2005, in and to all of the Purchased Assets, other than Excluded Assets. Executed and Delivered this ___day of ___, 2005. WESTPOINT SXXXXXX INC. By: Name: Title: WESTPOINT SXXXXXX INC. I By: Name: Title: WESTPOINT SXXXXXX STORES, INC. By: Name: Title: Assumption and Assignment Agreement (Assumed Liabilities) Reference is made to that certain Asset Purchase Agreement, dated as of June 23, 2005 (the “APA”) by and among WestPoint Sxxxxxx Inc. (the “Company”) and WestPoint Sxxxxxx Inc. I, and WestPoint Sxxxxxx Stores Inc. (the Company and such entities collectively the “Assignors”), J.X. Xxxxxxx Enterprises Inc., WS Textile Co., Inc., New Textile One, Inc., New Textile Two, Inc. and Textile Co., Inc. Defined terms used but not otherwise defined herein shall have the meaning ascribed to them in the APA. In consideration of the items being provided to Assignors or their creditors under the APA and pursuant to that certain [USE EXACT FINAL TITLE OF SALE ORDER AND ANY SEPARATE ORDER FIXING CURE COST AMOUNTS], dated ___, 2005 (collectively, the “Order”), Assignors hereby absolutely assign, transfer and convey to Textile Co., Inc. (“Assignee”) and Assignee hereby assumes the Assumed Liabilities, subject to the provisions of the APA and the Order; provided, however, that (i) nothing is this Assumption and Assignment Agreement shall prohibit Assignee from asserting or pursuing any claims or offsets it may have against any Person related to any Assumed Liability or contesting any Assumed Liability, whether pursuant to any agreement or contract, under Law or in equity, and (ii) nothing herein shall be deemed to deprive Assignee of any defenses, setoffs or counterclaims which Assignors may have had or which Assignee shall have with respect to any Assumed Liabilities. Executed and Delivered this ___th day of ___, 2005. WESTPOINT SXXXXXX INC. By: Name: Title: WESTPOINT SXXXXXX INC. I By: Name: Title: WESTPOINT SXXXXXX STORES, INC. By: Name: Title: TEXTILE CO., INC. By: Name: Title: Reference is made to that certain Asset Purchase Agreement Joint Escrow Instructions dated as of ______________, 2005 2017, by and between NETAPP, INC., a Delaware corporation (“Seller”), and GOOGLE INC., a Delaware corporation (“Buyer”) (the "Agreement"). Capitalized terms used herein shall have the meanings ascribed to them in the Agreement. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Seller does hereby GRANT, SELL, CONVEY, TRANSFER AND DELIVER to Buyer without any warranty of any kind, any and all of Seller's rights, title and interests in and to the Personal Property (as defined in the Agreement); provided, however, such transfer, assignment and sale shall not include any right to use the name "NetApp," and/or any other similar name relating to any of such names. From and after the date of this Bxxx of Sale, it is intended by the parties that Buyer and its successors and assigns shall have the right to use, have, hold and own the Personal Property forever. This Bxxx of Sale may be executed in counterparts, each of which shall be deemed an original, and all of which shall, taken together, be deemed one document. Seller and Buyer agree that the delivery of an executed copy of this Bxxx of Sale by facsimile shall be legal and binding and shall have the same full force and effect as if an original executed copy of this Bxxx of Sale had been delivered. Buyer hereby acknowledges, covenants, represents and warrants that Seller has made absolutely no warranties or representations of any kind or nature regarding title to the Personal Property or the condition of the Personal Property except as expressly set forth in the Purchase Agreement. Buyer on behalf of itself and its officers, directors, employees, partners, agents, representatives, successors and assigns hereby agrees that in no event or circumstance shall Seller or its partners, members, trustees, employees, representatives, officers, related or affiliated entities, successors or assigns have any personal liability under this Bxxx of Sale, or to any of Buyer's creditors, or to any other party in connection with the Personal Property or the Property. This Bxxx of Sale shall be governed by, interpreted under, and construed and enforceable in accordance with, the laws of the State of California. SMRH:484745841.1 Exhibit “APA”) by and among Westpoint Sxxxxxx Inc., Westpoint Sxxxxxx Inc. I, Westpoint Sxxxxxx Stores Inc., J.X. Xxxxxxx Enterprises Inc., WS Textile Co., Inc., New Textile One, Inc., New Textile Two, Inc. and Textile Co., Inc.G”-1-

Bxxx of Sale. Reference is made to that certain Asset Purchase AgreementState of Texas] County of Hxxxxx] KNOW ALL MEN BY THESE PRESENTS: THAT VIKING ROCK, dated as AS. a corporation incorporated under the laws of June 23the state of Delaware, 2005USA, (the “APA”) by and among WestPoint Sxxxxxx Inc. (the “Company”) and WestPoint Sxxxxxx Inc. I, and WestPoint Sxxxxxx Stores Inc., (the Company and such entities collectively the “AssignorsSeller”), J.X. Xxxxxxx Enterprises Inc., WS Textile Co., Inc., New Textile One, Inc., New Textile Two, Inc.has sold and delivered, and Textile Co.by these presents does sell and deliver to “BUYER”: BUYER NAME: Impact Engineering, Inc. Defined terms used but not otherwise defined AS (“Buyer”), all the personal property described below for and in this Bxxx of Sale shall have the meaning ascribed to them in the APA In consideration of the purchase price indicated below. Such Property consists of used items and is being provided purchased “AS IS”, “Where IS”, “WITH ALL FAULTS” BASIS, AND NO WARRANTIES OF ANY KIND ARE EXPRESSED OR TO BE IMPLIED. BUYER ACKNOWLEDGES THAT IT HAS INSPECTED THE PROPERTY AND AGREES AND UNDERSTANDS THAT SELLER DOES NOT IN ANY WAY WARRANT THE CONDITION (INCLUDING BUT NOT LIMITED TO THE PRESENCE OF ANY OBVIOUS DEFECTS), OPERATION, SALABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF SAID PROPERTY, BUYER AGREEING BY ITS ACKNOWLEDGEMENT HEREUNDER THAT SELLER MAKES NO WARRANTIES REGARDING SAME. Seller warrants that except as set forth below, it has good Valid and marketable title to Assignors or their creditors under and the APAunqualified right to sell, the Assignors hereby absolutely assignconvey, transfer and convey to Textile Co., Inc. (“Assignee”) all of Assignors’ right, title and interestassign Property, free and clear of claimsany encumbrances, conditional sale agreements, security interests, liens restrictions and encumbrances rights of others, and Seller hereby binds itself to forever warrant the extent provided in Property unto Buyer, its successors and assigns against the [USE EXACT FINAL TITLE Sale Order]lawful claims and demands of every person whomsoever. UNIT NUMBER: T45205 YEAR, dated June ___MAKE, 2005, in and MODEL: 2003 Atoka Manufacturing VIN: 1X0X000000X000000 SALE PRICE: $303.300,00 ODOMETER : N/A BUYER: BY: /s/ Jogeir Romestrand DATE: 27 December 2013 Jogeir Romestrand IN TESTIMONY THEREOF Seller has caused these presents to all be executed by its duly authorized representative as of the Purchased Assets, other than Excluded Assets. Executed and Delivered this ___30th day of ___December 2013 VIKING ROCK, 2005. WESTPOINT SXXXXXX INC. ByAS BY: Name/s/ J. Cxxxx Xxxxxxx ITS: Title: WESTPOINT SXXXXXX INC. I By: Name: Title: WESTPOINT SXXXXXX STORES, INC. By: Name: Title: Assumption and Assignment Agreement (Assumed Liabilities) Reference is made to that certain Asset Purchase Agreement, dated as of June 23, 2005 (the “APA”) by and among WestPoint Sxxxxxx Inc. (the “Company”) and WestPoint Sxxxxxx Inc. I, and WestPoint Sxxxxxx Stores Inc. (the Company and such entities collectively the “Assignors”), J.X. Xxxxxxx Enterprises Inc., WS Textile Co., Inc., New Textile One, Inc., New Textile Two, Inc. and Textile Co., Inc. Defined terms used but not otherwise defined herein shall have the meaning ascribed to them in the APA. In consideration of the items being provided to Assignors or their creditors under the APA and pursuant to that certain [USE EXACT FINAL TITLE OF SALE ORDER AND ANY SEPARATE ORDER FIXING CURE COST AMOUNTS], dated ___, 2005 (collectively, the “Order”), Assignors hereby absolutely assign, transfer and convey to Textile Co., Inc. (“Assignee”) and Assignee hereby assumes the Assumed Liabilities, subject to the provisions of the APA and the Order; provided, however, that (i) nothing is this Assumption and Assignment Agreement shall prohibit Assignee from asserting or pursuing any claims or offsets it may have against any Person related to any Assumed Liability or contesting any Assumed Liability, whether pursuant to any agreement or contract, under Law or in equity, and (ii) nothing herein shall be deemed to deprive Assignee of any defenses, setoffs or counterclaims which Assignors may have had or which Assignee shall have with respect to any Assumed Liabilities. Executed and Delivered this ___th day of ___, 2005. WESTPOINT SXXXXXX INC. By: Name: Title: WESTPOINT SXXXXXX INC. I By: Name: Title: WESTPOINT SXXXXXX STORES, INC. By: Name: Title: TEXTILE CO., INC. By: Name: Title: Reference is made to that certain Asset Purchase Agreement dated as of ___, 2005 (the “APA”) by and among Westpoint Sxxxxxx Inc., Westpoint Sxxxxxx Inc. I, Westpoint Sxxxxxx Stores Inc., J.X. Xxxxxxx Enterprises Inc., WS Textile Co., Inc., New Textile One, Inc., New Textile Two, Inc. and Textile Co., Inc.CEO Jxx Xxxxxxxxxxx Xxxxxxx

Bxxx of Sale. Reference is made to that certain Asset Purchase AgreementState of Texas] County of Hxxxxx] KNOW ALL MEN BY THESE PRESENTS: THAT VIKING ROCK, dated as AS. a corporation incorporated under the laws of June 23the state of Delaware, 2005USA, (the “APA”) by and among WestPoint Sxxxxxx Inc. (the “Company”) and WestPoint Sxxxxxx Inc. I, and WestPoint Sxxxxxx Stores Inc., (the Company and such entities collectively the “AssignorsSeller”), J.X. Xxxxxxx Enterprises Inc., WS Textile Co., Inc., New Textile One, Inc., New Textile Two, Inc.has sold and delivered, and Textile Co.by these presents does sell and deliver to “BUYER”: BUYER NAME: Impact Engineering, Inc. Defined terms used but not otherwise defined AS (“Buyer”), all the personal property described below for and in this Bxxx of Sale shall have the meaning ascribed to them in the APA In consideration of the purchase price indicated below. Such Property consists of used items and is being provided purchased “AS IS”, “Where IS”, “WITH ALL FAULTS” BASIS, AND NO WARRANTIES OF ANY KIND ARE EXPRESSED OR TO BE IMPLIED. BUYER ACKNOWLEDGES THAT IT HAS INSPECTED THE PROPERTY AND AGREES AND UNDERSTANDS THAT SELLER DOES NOT IN ANY WAY WARRANT THE CONDITION (INCLUDING BUT NOT LIMITED TO THE PRESENCE OF ANY OBVIOUS DEFECTS), OPERATION, SALABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF SAID PROPERTY, BUYER AGREEING BY ITS ACKNOWLEDGEMENT HEREUNDER THAT SELLER MAKES NO WARRANTIES REGARDING SAME. Seller warrants that except as set forth below, it has good Valid and marketable title to Assignors or their creditors under and the APAunqualified right to sell, the Assignors hereby absolutely assignconvey, transfer and convey to Textile Co., Inc. (“Assignee”) all of Assignors’ right, title and interestassign Property, free and clear of claimsany encumbrances, conditional sale agreements, security interests, liens restrictions and encumbrances rights of others, and Seller hereby binds itself to forever warrant the extent provided in Property unto Buyer, its successors and assigns against the [USE EXACT FINAL TITLE Sale Order]lawful claims and demands of every person whomsoever. UNIT NUMBER: 30430 YEAR, dated June ___MAKE, 2005, in and MODEL: 2009 Western Star VIN: 5XXXXXXX00XXX0000 SALE PRICE: $241,307.68 ODOMETER: 64,154 BUYER: BY: /s/ Jogeir Romestrand DATE: 27 December 2013 Jogeir Romestrand IN TESTIMONY THEREOF Seller has caused these presents to all be executed by its duly authorized representative as of the Purchased Assets, other than Excluded Assets. Executed and Delivered this ___30th day of ___December 2013 VIKING ROCK, 2005. WESTPOINT SXXXXXX INC. ByAS BY: Name/s/ J. Cxxxx Xxxxxxx ITS: Title: WESTPOINT SXXXXXX INC. I By: Name: Title: WESTPOINT SXXXXXX STORES, INC. By: Name: Title: Assumption and Assignment Agreement (Assumed Liabilities) Reference is made to that certain Asset Purchase Agreement, dated as of June 23, 2005 (the “APA”) by and among WestPoint Sxxxxxx Inc. (the “Company”) and WestPoint Sxxxxxx Inc. I, and WestPoint Sxxxxxx Stores Inc. (the Company and such entities collectively the “Assignors”), J.X. Xxxxxxx Enterprises Inc., WS Textile Co., Inc., New Textile One, Inc., New Textile Two, Inc. and Textile Co., Inc. Defined terms used but not otherwise defined herein shall have the meaning ascribed to them in the APA. In consideration of the items being provided to Assignors or their creditors under the APA and pursuant to that certain [USE EXACT FINAL TITLE OF SALE ORDER AND ANY SEPARATE ORDER FIXING CURE COST AMOUNTS], dated ___, 2005 (collectively, the “Order”), Assignors hereby absolutely assign, transfer and convey to Textile Co., Inc. (“Assignee”) and Assignee hereby assumes the Assumed Liabilities, subject to the provisions of the APA and the Order; provided, however, that (i) nothing is this Assumption and Assignment Agreement shall prohibit Assignee from asserting or pursuing any claims or offsets it may have against any Person related to any Assumed Liability or contesting any Assumed Liability, whether pursuant to any agreement or contract, under Law or in equity, and (ii) nothing herein shall be deemed to deprive Assignee of any defenses, setoffs or counterclaims which Assignors may have had or which Assignee shall have with respect to any Assumed Liabilities. Executed and Delivered this ___th day of ___, 2005. WESTPOINT SXXXXXX INC. By: Name: Title: WESTPOINT SXXXXXX INC. I By: Name: Title: WESTPOINT SXXXXXX STORES, INC. By: Name: Title: TEXTILE CO., INC. By: Name: Title: Reference is made to that certain Asset Purchase Agreement dated as of ___, 2005 (the “APA”) by and among Westpoint Sxxxxxx Inc., Westpoint Sxxxxxx Inc. I, Westpoint Sxxxxxx Stores Inc., J.X. Xxxxxxx Enterprises Inc., WS Textile Co., Inc., New Textile One, Inc., New Textile Two, Inc. and Textile Co., Inc.CEO Jxx Xxxxxxxxxxx Xxxxxxx

Bxxx of Sale. Reference is made to that certain Asset Purchase AgreementTHIS BXXX OF SALE, dated effective as of June 23, 2005, (the “APA”) by and among WestPoint Sxxxxxx Inc. (the “Company”) and WestPoint Sxxxxxx Inc. I, and WestPoint Sxxxxxx Stores Inc., (the Company and such entities collectively the “Assignors”), J.X. Xxxxxxx Enterprises Inc., WS Textile Co., Inc., New Textile One, Inc., New Textile Two, Inc., and Textile Co., Inc. Defined terms used but not otherwise defined in this Bxxx of Sale shall have the meaning ascribed to them in the APA In consideration of the items being provided to Assignors or their creditors under the APA, the Assignors hereby absolutely assign, transfer and convey to Textile Co., Inc. (“Assignee”) all of Assignors’ right, title and interest, free and clear of claims, interests, liens and encumbrances to the extent provided in the [USE EXACT FINAL TITLE Sale Order], dated June ______ ___, 20052014, in and to all of the Purchased Assets, other than Excluded Assets. Executed and Delivered this is furnished by [___day of _____] ASSISTED LIVING LLC, 2005. WESTPOINT SXXXXXX INC. By: Name: Title: WESTPOINT SXXXXXX INC. I By: Name: Title: WESTPOINT SXXXXXX STORES, INC. By: Name: Title: Assumption and Assignment Agreement an Iowa limited liability company (Assumed Liabilities) Reference is made to that certain Asset Purchase Agreement, dated as of June 23, 2005 (the “APA”) by and among WestPoint Sxxxxxx Inc. (the “Company”) and WestPoint Sxxxxxx Inc. I, and WestPoint Sxxxxxx Stores Inc. (the Company and such entities collectively the “AssignorsSeller”), J.X. Xxxxxxx Enterprises Inc., WS Textile Co., Inc., New Textile One, Inc., New Textile Two, Inc. and Textile Co., Inc. Defined terms used but not otherwise defined herein shall have the meaning ascribed to them in the APA. In consideration of the items being provided to Assignors or their creditors under the APA and pursuant to that certain ARHC [USE EXACT FINAL TITLE OF SALE ORDER AND ANY SEPARATE ORDER FIXING CURE COST AMOUNTS], dated ________], 2005 LLC, a Delaware limited liability company (collectively“Purchaser”) which is the assignee of certain rights and obligations of AMERICAN REALTY CAPITAL VII, the LLC, a Delaware limited liability company (“OrderARC”), Assignors hereby absolutely assign, transfer and convey to Textile Co., Inc. (“Assignee”) and Assignee hereby assumes the Assumed Liabilities, subject to the provisions of the APA and the Order; provided, however, that (i) nothing is this Assumption and Assignment Agreement shall prohibit Assignee from asserting or pursuing any claims or offsets it may have against any Person related to any Assumed Liability or contesting any Assumed Liability, whether pursuant to any agreement or contract, under Law or in equity, and (ii) nothing herein shall be deemed to deprive Assignee of any defenses, setoffs or counterclaims which Assignors may have had or which Assignee shall have with respect to any Assumed Liabilities. Executed and Delivered this ___th day of ___, 2005. WESTPOINT SXXXXXX INC. By: Name: Title: WESTPOINT SXXXXXX INC. I By: Name: Title: WESTPOINT SXXXXXX STORES, INC. By: Name: Title: TEXTILE CO., INC. By: Name: Title: Reference is made to that certain Asset Purchase Agreement by and between Seller, ARC, and certain other parties, dated as of _______ ___, 2005 2014 (the “APAPurchase Agreement”) ). All capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in the Purchase Agreement. In consideration of payment by ARC of the Purchase Price described in the Purchase Agreement and among Westpoint Sxxxxxx Inc.other good and valuable consideration, Westpoint Sxxxxxx Inc. Ithe receipt and sufficiency of which Seller hereby acknowledges, Westpoint Sxxxxxx Stores Inc.Seller hereby sells, J.X. Xxxxxxx Enterprises Inc.conveys, WS Textile Co.transfers, Inc.assigns and delivers to Purchaser and its successors and assigns, New Textile Oneall of Seller's right, Inc.title and interest in and to the Purchased Personal Property located on or relating to the Facility known as [_____________], New Textile Twofree and clear of all Liens and liabilities whatsoever, Inc. except for the Assumed Liabilities and Textile Co.Permitted Encumbrances. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THE PURCHASE AGREEMENT, Inc.SELLER IS CONVEYING THE PURCHASED PERSONAL PROPERTY "AS IS" WITH NO ADDITIONAL REPRESENTATIONS OR WARRANTIES WHATSOEVER. This Bxxx of Sale is subject to the terms of the Purchase Agreement, and nothing contained herein shall be deemed to modify, alter or amend the terms and provisions of the Purchase Agreement. In the event of any inconsistency or conflict between the terms of the Purchase Agreement and the terms of this Bxxx of Sale, the terms of the Purchase Agreement shall prevail.

Bxxx of Sale. Reference is made to that certain Asset Purchase AgreementState of Texas] County of Hxxxxx] KNOW ALL MEN BY THESE PRESENTS: THAT VIKING ROCK, dated as AS. a corporation incorporated under the laws of June 23the state of Delaware, 2005USA, (the “APA”) by and among WestPoint Sxxxxxx Inc. (the “Company”) and WestPoint Sxxxxxx Inc. I, and WestPoint Sxxxxxx Stores Inc., (the Company and such entities collectively the “AssignorsSeller”), J.X. Xxxxxxx Enterprises Inc., WS Textile Co., Inc., New Textile One, Inc., New Textile Two, Inc.has sold and delivered, and Textile Co.by these presents does sell and deliver to “BUYER”: BUYER NAME: Impact Engineering, Inc. Defined terms used but not otherwise defined AS (“Buyer”), all the personal property described below for and in this Bxxx of Sale shall have the meaning ascribed to them in the APA In consideration of the purchase price indicated below. Such Property consists of used items and is being provided purchased “AS IS”, “Where IS”, “WITH ALL FAULTS” BASIS, AND NO WARRANTIES OF ANY KIND ARE EXPRESSED OR TO BE IMPLIED. BUYER ACKNOWLEDGES THAT IT HAS INSPECTED THE PROPERTY AND AGREES AND UNDERSTANDS THAT SELLER DOES NOT IN ANY WAY WARRANT THE CONDITION (INCLUDING BUT NOT LIMITED TO THE PRESENCE OF ANY OBVIOUS DEFECTS), OPERATION, SALABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF SAID PROPERTY, BUYER AGREEING BY ITS ACKNOWLEDGEMENT HEREUNDER THAT SELLER MAKES NO WARRANTIES REGARDING SAME. Seller warrants that except as set forth below, it has good Valid and marketable title to Assignors or their creditors under and the APAunqualified right to sell, the Assignors hereby absolutely assignconvey, transfer and convey to Textile Co., Inc. (“Assignee”) all of Assignors’ right, title and interestassign Property, free and clear of claimsany encumbrances, conditional sale agreements, security interests, liens restrictions and encumbrances rights of others, and Seller hereby binds itself to forever warrant the extent provided in Property unto Buyer, its successors and assigns against the [USE EXACT FINAL TITLE Sale Order]lawful claims and demands of every person whomsoever. UNIT NUMBER: T45851 YEAR, dated June ___MAKE, 2005, in and MODEL: 2006 Atoka Manufacturing VIN: 1A9L945446A24585l SALE PRICE: $2.420.892,32 ODOMETER: N/A BUYER: BY: /s/ Jogeir Romestrand DATE: 27 December 2013 Jogeir Romestrand IN TESTIMONY THEREOF Seller has caused these presents to all be executed by its duly authorized representative as of the Purchased Assets, other than Excluded Assets. Executed and Delivered this ___30th day of ___December 2013 VIKING ROCK, 2005. WESTPOINT SXXXXXX INC. ByAS BY: Name/s/ J. Cxxxx Xxxxxxx ITS: Title: WESTPOINT SXXXXXX INC. I By: Name: Title: WESTPOINT SXXXXXX STORES, INC. By: Name: Title: Assumption and Assignment Agreement (Assumed Liabilities) Reference is made to that certain Asset Purchase Agreement, dated as of June 23, 2005 (the “APA”) by and among WestPoint Sxxxxxx Inc. (the “Company”) and WestPoint Sxxxxxx Inc. I, and WestPoint Sxxxxxx Stores Inc. (the Company and such entities collectively the “Assignors”), J.X. Xxxxxxx Enterprises Inc., WS Textile Co., Inc., New Textile One, Inc., New Textile Two, Inc. and Textile Co., Inc. Defined terms used but not otherwise defined herein shall have the meaning ascribed to them in the APA. In consideration of the items being provided to Assignors or their creditors under the APA and pursuant to that certain [USE EXACT FINAL TITLE OF SALE ORDER AND ANY SEPARATE ORDER FIXING CURE COST AMOUNTS], dated ___, 2005 (collectively, the “Order”), Assignors hereby absolutely assign, transfer and convey to Textile Co., Inc. (“Assignee”) and Assignee hereby assumes the Assumed Liabilities, subject to the provisions of the APA and the Order; provided, however, that (i) nothing is this Assumption and Assignment Agreement shall prohibit Assignee from asserting or pursuing any claims or offsets it may have against any Person related to any Assumed Liability or contesting any Assumed Liability, whether pursuant to any agreement or contract, under Law or in equity, and (ii) nothing herein shall be deemed to deprive Assignee of any defenses, setoffs or counterclaims which Assignors may have had or which Assignee shall have with respect to any Assumed Liabilities. Executed and Delivered this ___th day of ___, 2005. WESTPOINT SXXXXXX INC. By: Name: Title: WESTPOINT SXXXXXX INC. I By: Name: Title: WESTPOINT SXXXXXX STORES, INC. By: Name: Title: TEXTILE CO., INC. By: Name: Title: Reference is made to that certain Asset Purchase Agreement dated as of ___, 2005 (the “APA”) by and among Westpoint Sxxxxxx Inc., Westpoint Sxxxxxx Inc. I, Westpoint Sxxxxxx Stores Inc., J.X. Xxxxxxx Enterprises Inc., WS Textile Co., Inc., New Textile One, Inc., New Textile Two, Inc. and Textile Co., Inc.CEO Jxx Xxxxxxxxxxx Xxxxxxx

Bxxx of Sale. Reference This Bxxx of Sale (this “Bxxx of Sale”) is made given as of , 2016 (the “Effective Date”) by 700 XXXXXXX XXXX, LLC (“Seller”) to , a (“Buyer”) in connection with that certain Asset Purchase and Sale Agreement, dated as of June 23, 2005, (the “APA”) by and among WestPoint Sxxxxxx Inc. (the “Company”) and WestPoint Sxxxxxx Inc. I, and WestPoint Sxxxxxx Stores Inc., (the Company and such entities collectively the “AssignorsAgreement”), J.X. Xxxxxxx Enterprises Inc., WS Textile Co., Inc., New Textile One, Inc., New Textile Two, Inc., by and Textile Co., Inc. Defined between Buyer and Seller. Capitalized terms used but not otherwise defined in this Bxxx of Sale and not otherwise defined herein, shall have the meaning ascribed to them specified in the APA In consideration of the items being provided to Assignors or their creditors under the APAAgreement. For good and valuable consideration, the Assignors receipt and sufficiency of which is hereby absolutely acknowledged, pursuant to and on the terms and conditions set forth in the Agreement, Seller does hereby sell, convey, assign, transfer and convey to Textile Co.deliver unto Buyer, Inc. (“Assignee”) and its successors and assigns, all of Assignors’ its right, title and interestinterest in the Personal Property (as defined in the Agreement), free and clear of claims, interests, liens all Liens. The representations and encumbrances to the extent provided warranties of Seller set forth in the [USE EXACT FINAL TITLE Agreement and this Bxxx of Sale Order]are exclusive and in lieu of all other representations and warranties of Seller of any kind whatsoever, dated June ___whether written, 2005oral, express or implied, and Seller has not made and shall not be deemed to have made, and SELLER HEREBY DISCLAIMS, ANY REPRESENTATION OR WARRANTY (EXCEPT THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THE AGREEMENT AND THIS BXXX OF SALE) AS TO THE TITLE, EXISTENCE, CONDITION, DESIGN, VALUE, OPERATION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY UNIT, PART OR PORTION OF THE TRANSFERRED ASSETS, THE FREEDOM OF ANY OF THE TRANSFERRED ASSETS (OR ANY PART THEREOF) FROM ANY LATENT OR OTHER DEFECTS (WHETHER OR NOT DISCOVERABLE) OR ANY LIEN, CLAIM OR ENCUMBRANCE, THE COMPLIANCE OF ANY OF THE TRANSFERRED ASSETS (OR ANY PART THEREOF) WITH ANY APPLICABLE LAW OR REGULATIONS OR ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER, WHETHER WRITTEN, ORAL, EXPRESS OR IMPLIED (EXCEPT THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THE AGREEMENT AND THIS BXXX OF SALE), WITH RESPECT TO ANY PART OR PORTION OF THE TRANSFERRED ASSETS, OR ANY WARRANTY AGAINST INFRINGEMENT, IT BEING UNDERSTOOD THAT ALL SUCH DISCLAIMED RISKS, AS BETWEEN PNC AND THE PURCHASER, ARE TO BE BORNE BY THE PURCHASER. EXCEPT AS EXPRESSLY PROVIDED IN THE AGREEMENT AND THIS BXXX OF SALE, THERE IS NO WARRANTY RELATING TO TITLE, POSSESSION, QUIET ENJOYMENT, OR THE LIKE. The Personal Property is being conveyed in and its present condition “AS IS” “WHERE IS” AND “WITH ALL FAULTS”. Seller has caused this Bxxx of Sale to all be executed by its duly authorized officer or representative as of the Purchased AssetsEffective Date. 700 XXXXXXX XXXX, other than Excluded Assets. Executed and Delivered this ___day of ___, 2005. WESTPOINT SXXXXXX INC. LLC By: Name: Title: WESTPOINT SXXXXXX INC. I By: Name: Title: WESTPOINT SXXXXXX STORESSTATE OF AFFIDAVIT OF NONFOREIGN STATUS OF TRANSFEROR COUNTY OF Section 1445 of the Internal Revenue Code, INC. By: Name: Title: Assumption and Assignment Agreement (Assumed Liabilities) Reference is made to that certain Asset Purchase Agreement, dated as part of June 23, 2005 (the “APA”Foreign Investment in Real Property Tax Act,” provides that a transferee (buyer) by and among WestPoint Sxxxxxx Inc. of a U. S. real property interest must withhold tax if the transferor (the “Company”seller) and WestPoint Sxxxxxx Inc. I, and WestPoint Sxxxxxx Stores Inc. (the Company and such entities collectively the “Assignors”), J.X. Xxxxxxx Enterprises Inc., WS Textile Co., Inc., New Textile One, Inc., New Textile Two, Inc. and Textile Co., Inc. Defined terms used but not otherwise defined herein shall have the meaning ascribed to them in the APAis a foreign person. In consideration A brief summary of the items being provided to Assignors or their creditors under the APA and pursuant to that certain [USE EXACT FINAL TITLE OF SALE ORDER AND ANY SEPARATE ORDER FIXING CURE COST AMOUNTS], dated ___, 2005 (collectively, the “Order”), Assignors hereby absolutely assign, transfer and convey to Textile Co., Inc. (“Assignee”) and Assignee hereby assumes the Assumed Liabilities, subject to the major provisions of the APA law is printed on the reverse side of this form. To inform the transferee (buyer) that withholding of tax is not required upon disposition of a U. S. real property interest the undersigned transferor (seller), being duly sworn, hereby certifies the following: The description of United States real property to be transferred is set forth on Exhibit A attached hereto. The names, addresses and United States taxpayer identification numbers of all the Order; provided, however, that transferors (iowners) nothing is this Assumption and Assignment Agreement shall prohibit Assignee from asserting or pursuing any claims or offsets it may have against any Person related to any Assumed Liability or contesting any Assumed Liability, whether pursuant to any agreement or contract, under Law or in equity, and of the above real property (ii) nothing herein shall be deemed to deprive Assignee of any defenses, setoffs or counterclaims which Assignors may have had or which Assignee shall have with respect to any Assumed Liabilities. Executed and Delivered this ___th day of ___, 2005. WESTPOINT SXXXXXX INC. By: Name: Title: WESTPOINT SXXXXXX INC. I By: Name: Title: WESTPOINT SXXXXXX STORES, INC. By: Name: Title: TEXTILE CO., INC. By: Name: Title: Reference is made to that certain Asset Purchase Agreement dated as of ___, 2005 (the “APAProperty”) by and among Westpoint Sxxxxxx Inc., Westpoint Sxxxxxx Inc. I, Westpoint Sxxxxxx Stores Inc., J.X. Xxxxxxx Enterprises Inc., WS Textile Co., Inc., New Textile One, Inc., New Textile Two, Inc. and Textile Co., Inc.are as follows: There is no other person or entity who has an ownership interest in the Property; and

Bxxx of Sale. Reference is made to that certain Asset Purchase AgreementTHIS BXXX OF SALE, dated effective as of June 23, 2005, (the “APA”) by and among WestPoint Sxxxxxx Inc. (the “Company”) and WestPoint Sxxxxxx Inc. I, and WestPoint Sxxxxxx Stores Inc., (the Company and such entities collectively the “Assignors”), J.X. Xxxxxxx Enterprises Inc., WS Textile Co., Inc., New Textile One, Inc., New Textile Two, Inc., and Textile Co., Inc. Defined terms used but not otherwise defined in this Bxxx of Sale shall have the meaning ascribed to them in the APA In consideration of the items being provided to Assignors or their creditors under the APA, the Assignors hereby absolutely assign, transfer and convey to Textile Co., Inc. (“Assignee”) all of Assignors’ right, title and interest, free and clear of claims, interests, liens and encumbrances to the extent provided in the [USE EXACT FINAL TITLE Sale Order], dated June ______ ___, 20052014, in and to all of the Purchased Assets, other than Excluded Assets. Executed and Delivered this is furnished by [THE ALLEGRO AT ___day of ___/COLLEGE HARBOR PROPERTIES], 2005. WESTPOINT SXXXXXX INC. By: Name: Title: WESTPOINT SXXXXXX INC. I By: Name: Title: WESTPOINT SXXXXXX STORESLLC, INC. By: Name: Title: Assumption and Assignment Agreement a [Florida/Kentucky] limited liability company (Assumed Liabilities) Reference is made to that certain Asset Purchase Agreement, dated as of June 23, 2005 (the “APA”) by and among WestPoint Sxxxxxx Inc. (the “Company”) and WestPoint Sxxxxxx Inc. I, and WestPoint Sxxxxxx Stores Inc. (the Company and such entities collectively the “AssignorsSeller”), J.X. Xxxxxxx Enterprises Inc., WS Textile Co., Inc., New Textile One, Inc., New Textile Two, Inc. and Textile Co., Inc. Defined terms used but not otherwise defined herein shall have the meaning ascribed to them in the APA. In consideration of the items being provided to Assignors or their creditors under the APA and pursuant to that certain ARHC [USE EXACT FINAL TITLE OF SALE ORDER AND ANY SEPARATE ORDER FIXING CURE COST AMOUNTS], dated ________], 2005 LLC, a Delaware limited liability company (collectively“Purchaser”) which is the assignee of certain rights and obligations of AMERICAN REALTY CAPITAL VII, the a Delaware limited liability company (“OrderARC”), Assignors hereby absolutely assign, transfer and convey to Textile Co., Inc. (“Assignee”) and Assignee hereby assumes the Assumed Liabilities, subject to the provisions of the APA and the Order; provided, however, that (i) nothing is this Assumption and Assignment Agreement shall prohibit Assignee from asserting or pursuing any claims or offsets it may have against any Person related to any Assumed Liability or contesting any Assumed Liability, whether pursuant to any agreement or contract, under Law or in equity, and (ii) nothing herein shall be deemed to deprive Assignee of any defenses, setoffs or counterclaims which Assignors may have had or which Assignee shall have with respect to any Assumed Liabilities. Executed and Delivered this ___th day of ___, 2005. WESTPOINT SXXXXXX INC. By: Name: Title: WESTPOINT SXXXXXX INC. I By: Name: Title: WESTPOINT SXXXXXX STORES, INC. By: Name: Title: TEXTILE CO., INC. By: Name: Title: Reference is made to that certain Asset Purchase Agreement by and between Seller, ARC and affiliates of the Seller, dated as of August __, 2014 (the “Purchase Agreement”). All capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in the Purchase Agreement. In consideration of payment by ARC of the Purchase Price described in the Purchase Agreement and other good and valuable consideration, the receipt and sufficiency of which Seller hereby acknowledges, Seller hereby sells, conveys, transfers, assigns and delivers to Purchaser and its successors and assigns, all of Seller's right, title and interest in and to the Purchased Personal Property located on or relating to the Facility known as [_____________], 2005 (free and clear of all Liens and liabilities whatsoever, except for the “APA”) by Assumed Liabilities and among Westpoint Sxxxxxx Inc.Permitted Encumbrances. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THE PURCHASE AGREEMENT, Westpoint Sxxxxxx Inc. ISELLER IS CONVEYING THE PURCHASED PERSONAL PROPERTY "AS IS" WITH NO ADDITIONAL REPRESENTATIONS OR WARRANTIES WHATSOEVER. This Bxxx of Sale is subject to the terms of the Purchase Agreement, Westpoint Sxxxxxx Stores Inc.and nothing contained herein shall be deemed to modify, J.X. Xxxxxxx Enterprises Inc.alter or amend the terms and provisions of the Purchase Agreement. In the event of any inconsistency or conflict between the terms of the Purchase Agreement and the terms of this Bxxx of Sale, WS Textile Co.the terms of the Purchase Agreement shall prevail. This Bxxx of Sale may be executed in multiple counterparts, Inc.each of which, New Textile Onetaken together, Inc., New Textile Two, Inc. and Textile Co., Inc.shall constitute one original.

Bxxx of Sale. Reference is made to that certain Asset Purchase Agreement, dated as This Bxxx of June 23, 2005, Sale (the “APABxxx of Sale”) is made and entered into_____________ , 2022, by and among WestPoint Sxxxxxx Inc. between Dxxxxx X. XxXxxx, as Trustee of 30 XXXXXXX XXXXXXXXX 2013 REALTY TRUST, u/d/t/ dated July 26, 2017, recorded with Northern Bristol County Registry of Deeds in Book 23939, Page 1 (the “Company”) and WestPoint Sxxxxxx Inc. I, and WestPoint Sxxxxxx Stores Inc., (the Company and such entities collectively the “AssignorsAssignor”), J.X. Xxxxxxx Enterprises Inc., WS Textile Co.and Commonwealth Alternative Care, Inc., New Textile One, Inc., New Textile Two, Inc., and Textile Co., Inc. Defined terms used but not otherwise defined in this Bxxx of Sale shall have the meaning ascribed to them in the APA In consideration of the items being provided to Assignors or their creditors under the APA, the Assignors hereby absolutely assign, transfer and convey to Textile Co., Inc. a Massachusetts corporation (“Assignee”) all of Assignors’ right, title and interest, free and clear of claims, interests, liens and encumbrances to the extent provided in the [USE EXACT FINAL TITLE Sale Order], dated June ___, 2005, in and to all of the Purchased Assets, other than Excluded Assets. Executed and Delivered this ___day of ___, 2005. WESTPOINT SXXXXXX INC. By: Name: Title: WESTPOINT SXXXXXX INC. I By: Name: Title: WESTPOINT SXXXXXX STORES, INC. By: Name: Title: Assumption and Assignment Agreement (Assumed Liabilities) Reference is made to that certain Asset Purchase Agreement, dated as of June 23, 2005 (the “APA”) by and among WestPoint Sxxxxxx Inc. (the “Company”) and WestPoint Sxxxxxx Inc. I, and WestPoint Sxxxxxx Stores Inc. (the Company and such entities collectively the “Assignors”), J.X. Xxxxxxx Enterprises Inc., WS Textile Co., Inc., New Textile One, Inc., New Textile Two, Inc. and Textile Co., Inc. Defined terms used but not otherwise defined herein shall have the meaning ascribed to them in the APA. In consideration of the items being provided sum of Ten Dollars ($10) and other good and valuable consideration paid by Assignee to Assignors or their creditors under the APA and pursuant to that certain [USE EXACT FINAL TITLE OF SALE ORDER AND ANY SEPARATE ORDER FIXING CURE COST AMOUNTS], dated ___, 2005 (collectivelyAssignor, the receipt and sufficiency of which are hereby acknowledged, Assignor does hereby assign, transfer, convey and deliver to Assignee, its successors and assigns, all items of Tangible Personal Property (as defined in the Agreement referred to below), if any, owned by Assignor and situated upon and used exclusively in connection with the Unit (as defined in the Agreement) (the “OrderPersonal Property”), Assignors hereby absolutely assign, . Assignor warrants to Assignee that the Personal Property is free and clear of all liens. Assignor covenants that it will execute and deliver such additional instruments of transfer and convey will take such other action as Assignee reasonably may request in order to Textile Co.more effectively to transfer any of the Personal Property herein assigned, Inc. transferred, conveyed and delivered to Assignee. Assignee acknowledges and agrees that, except as expressly set forth above, Assignor has not made, does not make and specifically disclaims, any representations, warranties, promises, covenants, agreements or guaranties of any kind or character whatsoever, whether express or implied, oral or written, past, present or future, of, as to, concerning or with respect to (a) the nature, quality or conditions of the Personal Property, (b) the income to be derived from the Personal Property, (c) the suitability of the Personal Property for any and all activities and uses which Assignee may conduct thereon, (d) the compliance of or by the Personal Property or its operation with any laws, rules, ordinances or regulations of any applicable governmental authority or body, (e) the quality, habitability, merchantability or fitness for a particular purpose of any of the Personal Property, or (f) any other matter with respect to the Personal Property. Assignee further acknowledges and agrees that, having been given the opportunity to inspect the Personal Property, Assignee is relying solely on its own investigation of the Personal Property and not on any information provided or to be provided by Assignor, except as specifically provided in the Agreement. Assignee further acknowledges and agrees that any information provided or to be provided with respect to the personal property was obtained from a variety of sources and that Assignor has not made any independent investigation or verification of such information. Assignee further acknowledges and agrees that the sale of the Personal Property as provided for herein is made on an “Assignee”) as is, where is” condition and Assignee hereby assumes the Assumed Liabilitiesbasis “with all faults,” except as specifically provided in, and subject to the provisions limitations contained in, the Agreement. The obligations of Assignor are intended to be binding only on the APA property of Assignor and shall not be personally binding upon, nor shall any resort be had to, the Order; provided, however, that (i) nothing is this Assumption and Assignment Agreement shall prohibit Assignee from asserting or pursuing any claims or offsets it may have against any Person related to any Assumed Liability or contesting any Assumed Liability, whether pursuant to any agreement or contract, under Law or in equity, and (ii) nothing herein shall be deemed to deprive Assignee private properties of any defenses, setoffs or counterclaims which Assignors may have had or which Assignee shall have with respect to any Assumed Liabilities. Executed and Delivered this ___th day of ___, 2005. WESTPOINT SXXXXXX INC. By: Name: Title: WESTPOINT SXXXXXX INC. I By: Name: Title: WESTPOINT SXXXXXX STORES, INC. By: Name: Title: TEXTILE COSeller Related Parties (as defined in the Agreement)., INC. By: Name: Title: Reference is made to that certain Asset Purchase Agreement dated as of ___, 2005 (the “APA”) by and among Westpoint Sxxxxxx Inc., Westpoint Sxxxxxx Inc. I, Westpoint Sxxxxxx Stores Inc., J.X. Xxxxxxx Enterprises Inc., WS Textile Co., Inc., New Textile One, Inc., New Textile Two, Inc. and Textile Co., Inc.

Bxxx of Sale. Reference For good and valuable consideration the receipt of which is made hereby acknowledged, TNP SRT SUMMIT POINT, LLC, a Delaware limited liability company (“Transferor”), does hereby sell, transfer, and convey to _________________________, a _________________ (“Transferee”) all personal property owned by Transferor and located on or in or used in connection with the Real Property commonly known as Summit Point and located at 800 Xxxxx Xxxxxx South, Fayetteville, GA, including, without limitation, those items described in Schedule 1 attached hereto (collectively, the “Personal Property”), pursuant to that certain Asset Purchase Agreement, dated as and Sale Agreement between Transferor and Transferee for the purchase and sale of June 23, 2005, the Real Property (the “APA”) by and among WestPoint Sxxxxxx Inc. (the “Company”) and WestPoint Sxxxxxx Inc. I, and WestPoint Sxxxxxx Stores Inc., (the Company and such entities collectively the “AssignorsAgreement”), J.X. Xxxxxxx Enterprises Inc., WS Textile Co., Inc., New Textile One, Inc., New Textile Two, Inc., . Transferor is conveying the Personal Property to Transferee free and Textile Co., Inc. Defined clear of free of any lien or encumbrance thereon except as previously disclosed to and accepted by Transferee. Capitalized terms used but not otherwise defined in this Bxxx of Sale shall have the meaning ascribed given to them such terms in the APA In consideration Agreement. Transferor makes no representation or warranty regarding the condition, merchantability, fitness or usefulness of the items being provided to Assignors or their creditors under Personal Property, and Transferee acknowledges and agrees that it is acquiring the APAPersonal Property in its AS-IS, the Assignors hereby absolutely assignWHERE-IS, transfer and convey to Textile Co.WITH ALL FAULTS CONDITION, Inc. (“Assignee”) WITHOUT WARRANTY, EITHER EXPRESS OR IMPLIED, except that all of Assignors’ right, title and interest, the Personal Property will be free and clear of claims, interests, all liens and encumbrances encumbrances. This Bxxx of Sale shall be binding upon and inure to the extent provided benefit of the successors and assigns of Transferor and Transferee. The substantive laws of the State of Georgia, without reference to its conflict of law provisions, will govern the validity, construction, and enforcement of this Bxxx of Sale. This Bxxx of Sale may be executed in one or more counterparts, each of which shall be deemed an original and all of which when taken together shall constitute one and the [USE EXACT FINAL TITLE Sale Order], dated June same instrument. Dated: ____________________, 2005, in and to all of the Purchased Assets, other than Excluded Assets2015. Executed and Delivered this ___day of ___, 2005. WESTPOINT SXXXXXX INC. By: a Delaware limited liability company Name: Title: WESTPOINT SXXXXXX INC. I By: , a Name: Title: WESTPOINT SXXXXXX STORES, INC. By: Name: Title: Assumption and Assignment Agreement (Assumed Liabilities) Reference is made to that certain Asset Purchase Agreement, dated as of June 23, 2005 (the “APA”) by and among WestPoint Sxxxxxx Inc. (the “Company”) and WestPoint Sxxxxxx Inc. I, and WestPoint Sxxxxxx Stores Inc. (the Company and such entities collectively the “Assignors”), J.X. Xxxxxxx Enterprises Inc., WS Textile Co., Inc., New Textile One, Inc., New Textile Two, Inc. and Textile Co., Inc. Defined terms used but not otherwise defined herein shall have the meaning ascribed to them in the APA. In consideration of the items being provided to Assignors or their creditors under the APA and pursuant to that certain [USE EXACT FINAL TITLE OF SALE ORDER AND ANY SEPARATE ORDER FIXING CURE COST AMOUNTS], dated ___, 2005 (collectively, the “Order”), Assignors hereby absolutely assign, transfer and convey to Textile Co., Inc. (“Assignee”) and Assignee hereby assumes the Assumed Liabilities, subject to the provisions of the APA and the Order; provided, however, that (i) nothing is this Assumption and Assignment Agreement shall prohibit Assignee from asserting or pursuing any claims or offsets it may have against any Person related to any Assumed Liability or contesting any Assumed Liability, whether pursuant to any agreement or contract, under Law or in equity, and (ii) nothing herein shall be deemed to deprive Assignee of any defenses, setoffs or counterclaims which Assignors may have had or which Assignee shall have with respect to any Assumed Liabilities. Executed and Delivered this ___th day of ___, 2005. WESTPOINT SXXXXXX INC. By: Name: Title: WESTPOINT SXXXXXX INC. I By: Name: Title: WESTPOINT SXXXXXX STORES, INC. By: Name: Title: TEXTILE CO., INC. By: Name: Title: Reference is made to that certain Asset Purchase Agreement dated as of ___, 2005 (the “APA”) by and among Westpoint Sxxxxxx Inc., Westpoint Sxxxxxx Inc. I, Westpoint Sxxxxxx Stores Inc., J.X. Xxxxxxx Enterprises Inc., WS Textile Co., Inc., New Textile One, Inc., New Textile Two, Inc. and Textile Co., Inc.:

Bxxx of Sale. Reference For valuable consideration, the receipt and sufficiency of which is made to that certain Asset Purchase Agreementhereby acknowledged, dated as of June 23IEA INCOME FUND XII, 2005L.P., a California limited partnership (the “APASeller”) by does hereby sell, assign and among WestPoint Sxxxxxx Inc. transfer unto DX. XXXX XXXXXX, a resident of the United Kingdom (the “Company”) and WestPoint Sxxxxxx Inc. I, and WestPoint Sxxxxxx Stores Inc., (the Company and such entities collectively the “AssignorsBuyer”), J.X. Xxxxxxx Enterprises Inc.and his successors and assigns, WS Textile Co., Inc., New Textile One, Inc., New Textile Two, Inc., and Textile Co., Inc. Defined terms used but not otherwise defined in this Bxxx of Sale shall have the meaning ascribed to them in the APA In consideration of the items being provided to Assignors or their creditors under the APA, the Assignors hereby absolutely assign, transfer and convey to Textile Co., Inc. (“Assignee”) all of Assignors’ right, title and interestinterest of Seller in and to the marine cargo containers and related equipment listed on Schedule 1 attached hereto (the “Equipment”) to have and to hold the same unto Buyer, his successors and assigns, forever. Seller hereby warrants that it has good and marketable title to the Equipment, and that Seller’s title thereto is free and clear of claimsall liens, charges, security interests, liens and or other encumbrances to the extent provided in the [USE EXACT FINAL TITLE Sale Order], dated June ___, 2005, in and to all of the Purchased Assets, other than Excluded Assetsthe use and possessory rights of third party lessees as contemplated under Seller’s lease or management agreements with Cronos Containers Limited, an English company. Executed This Bxxx of Sale is being delivered in connection with the Container Purchase Agreement between Seller, Cronos Capital Corp., a California corporation, and Delivered this ___day of ___, 2005. WESTPOINT SXXXXXX INC. By: Name: Title: WESTPOINT SXXXXXX INC. I By: Name: Title: WESTPOINT SXXXXXX STORES, INC. By: Name: Title: Assumption and Assignment Agreement (Assumed Liabilities) Reference is made to that certain Asset Purchase Agreement, Buyer dated as of June 23November 1, 2005 2007 (the “APA”) by and among WestPoint Sxxxxxx Inc. (the “Company”) and WestPoint Sxxxxxx Inc. I, and WestPoint Sxxxxxx Stores Inc. (the Company and such entities collectively the “AssignorsPurchase Agreement”), J.X. Xxxxxxx Enterprises Inc., WS Textile Co., Inc., New Textile One, Inc., New Textile Two, Inc. and Textile Co., Inc. Defined terms used but not otherwise defined herein shall have the meaning ascribed to them in the APA. In consideration of the items being provided to Assignors or their creditors under the APA and pursuant to that certain [USE EXACT FINAL EXCEPT FOR THE WARRANTY OF TITLE SET FORTH IN THIS BXXX OF SALE ORDER AND THE REPRESENTATIONS AND WARRANTIES OF SELLER SET FORTH IN THE PURCHASE AGREEMENT, THE EQUIPMENT IS BEING SOLD TO BUYER BY SELLER “AS-IS” “WHERE-IS”, WITHOUT ANY OTHER REPRESENTATIONS AND WARRANTIES, WHETHER WRITTEN, ORAL OR IMPLIED, AND SELLER SHALL NOT, BY VIRTUE OF HAVING SOLD THE EQUIPMENT HEREWITH, BE DEEMED TO HAVE MADE ANY REPRESENTATIONS OR WARRANTY, EXPRESS OR IMPLIED, NOW OR HEREAFTER, AS TO THE CONDITION, DESIGN, OPERATION, MAINTENANCE, VALUE, MARKETABILITY, MERCHANTABILITY, OR FITNESS FOR USE OR FOR A PARTICULAR PURPOSE OF ANY OF THE CONTAINERS OR AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP OF ANY OF THE CONTAINERS AND ANY SEPARATE ORDER FIXING CURE COST AMOUNTS]IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, dated ___, 2005 (collectively, the “Order”), Assignors hereby absolutely assign, transfer and convey to Textile Co., Inc. (“Assignee”) and Assignee hereby assumes the Assumed Liabilities, subject to the provisions of the APA and the Order; provided, however, that (i) nothing is this Assumption and Assignment Agreement shall prohibit Assignee from asserting or pursuing any claims or offsets it may have against any Person related to any Assumed Liability or contesting any Assumed Liability, whether pursuant to any agreement or contract, under Law or in equity, and (ii) nothing herein shall be deemed to deprive Assignee of any defenses, setoffs or counterclaims which Assignors may have had or which Assignee shall have with respect to any Assumed Liabilities. Executed and Delivered this ___th day of ___, 2005. WESTPOINT SXXXXXX INC. By: Name: Title: WESTPOINT SXXXXXX INC. I By: Name: Title: WESTPOINT SXXXXXX STORES, INC. By: Name: Title: TEXTILE CODEALING OR USAGE OR THE TRADE., INC. By: Name: Title: Reference is made to that certain Asset Purchase Agreement dated as of ___, 2005 (the “APA”) by and among Westpoint Sxxxxxx Inc., Westpoint Sxxxxxx Inc. I, Westpoint Sxxxxxx Stores Inc., J.X. Xxxxxxx Enterprises Inc., WS Textile Co., Inc., New Textile One, Inc., New Textile Two, Inc. and Textile Co., Inc.

Bxxx of Sale. Reference is made to that certain Asset Purchase AgreementState of Texas] County of Hxxxxx] KNOW ALL MEN BY THESE PRESENTS: THAT VIKING ROCK, dated as AS. a corporation incorporated under the laws of June 23the state of Delaware, 2005USA, (the “APA”) by and among WestPoint Sxxxxxx Inc. (the “Company”) and WestPoint Sxxxxxx Inc. I, and WestPoint Sxxxxxx Stores Inc., (the Company and such entities collectively the “AssignorsSeller”), J.X. Xxxxxxx Enterprises Inc., WS Textile Co., Inc., New Textile One, Inc., New Textile Two, Inc.has sold and delivered, and Textile Co.by these presents does sell and deliver to “BUYER”: BUYER NAME: Impact Engineering, Inc. Defined terms used but not otherwise defined AS (“Buyer”), all the personal property described below for and in this Bxxx of Sale shall have the meaning ascribed to them in the APA In consideration of the purchase price indicated below. Such Property consists of used items and is being provided purchased “AS IS”, “Where IS”, “WITH ALL FAULTS” BASIS, AND NO WARRANTIES OF ANY KIND ARE EXPRESSED OR TO BE IMPLIED. BUYER ACKNOWLEDGES THAT IT HAS INSPECTED THE PROPERTY AND AGREES AND UNDERSTANDS THAT SELLER DOES NOT IN ANY WAY WARRANT THE CONDITION (INCLUDING BUT NOT LIMITED TO THE PRESENCE OF ANY OBVIOUS DEFECTS), OPERATION, SALABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF SAID PROPERTY, BUYER AGREEING BY ITS ACKNOWLEDGEMENT HEREUNDER THAT SELLER MAKES NO WARRANTIES REGARDING SAME. Seller warrants that except as set forth below, it has good Valid and marketable title to Assignors or their creditors under and the APAunqualified right to sell, the Assignors hereby absolutely assignconvey, transfer and convey to Textile Co., Inc. (“Assignee”) all of Assignors’ right, title and interestassign Property, free and clear of claimsany encumbrances, conditional sale agreements, security interests, liens restrictions and encumbrances rights of others, and Seller hereby binds itself to forever warrant the extent provided in Property unto Buyer, its successors and assigns against the [USE EXACT FINAL TITLE Sale Order]lawful claims and demands of every person whomsoever. UNIT NUMBER: T45372 YEAR, dated June ___MAKE, 2005, in and MODEL: 2004 Atoka Manufacturing VIN: 1X0X000000X000000 SALE PRICE: $396.500,00 ODOMETER: N/A BUYER: BY: /s/ Jogeir Romestrand DATE: 27 December 2013 Jogeir Romestrand IN TESTIMONY THEREOF Seller has caused these presents to all be executed by its duly authorized representative as of the Purchased Assets, other than Excluded Assets. Executed and Delivered this ___30th day of ___December 2013 VIKING ROCK, 2005. WESTPOINT SXXXXXX INC. ByAS BY: Name/s/ J. Cxxxx Xxxxxxx ITS: Title: WESTPOINT SXXXXXX INC. I By: Name: Title: WESTPOINT SXXXXXX STORES, INC. By: Name: Title: Assumption and Assignment Agreement (Assumed Liabilities) Reference is made to that certain Asset Purchase Agreement, dated as of June 23, 2005 (the “APA”) by and among WestPoint Sxxxxxx Inc. (the “Company”) and WestPoint Sxxxxxx Inc. I, and WestPoint Sxxxxxx Stores Inc. (the Company and such entities collectively the “Assignors”), J.X. Xxxxxxx Enterprises Inc., WS Textile Co., Inc., New Textile One, Inc., New Textile Two, Inc. and Textile Co., Inc. Defined terms used but not otherwise defined herein shall have the meaning ascribed to them in the APA. In consideration of the items being provided to Assignors or their creditors under the APA and pursuant to that certain [USE EXACT FINAL TITLE OF SALE ORDER AND ANY SEPARATE ORDER FIXING CURE COST AMOUNTS], dated ___, 2005 (collectively, the “Order”), Assignors hereby absolutely assign, transfer and convey to Textile Co., Inc. (“Assignee”) and Assignee hereby assumes the Assumed Liabilities, subject to the provisions of the APA and the Order; provided, however, that (i) nothing is this Assumption and Assignment Agreement shall prohibit Assignee from asserting or pursuing any claims or offsets it may have against any Person related to any Assumed Liability or contesting any Assumed Liability, whether pursuant to any agreement or contract, under Law or in equity, and (ii) nothing herein shall be deemed to deprive Assignee of any defenses, setoffs or counterclaims which Assignors may have had or which Assignee shall have with respect to any Assumed Liabilities. Executed and Delivered this ___th day of ___, 2005. WESTPOINT SXXXXXX INC. By: Name: Title: WESTPOINT SXXXXXX INC. I By: Name: Title: WESTPOINT SXXXXXX STORES, INC. By: Name: Title: TEXTILE CO., INC. By: Name: Title: Reference is made to that certain Asset Purchase Agreement dated as of ___, 2005 (the “APA”) by and among Westpoint Sxxxxxx Inc., Westpoint Sxxxxxx Inc. I, Westpoint Sxxxxxx Stores Inc., J.X. Xxxxxxx Enterprises Inc., WS Textile Co., Inc., New Textile One, Inc., New Textile Two, Inc. and Textile Co., Inc.CEO Jxx Xxxxxxxxxxx Xxxxxxx

Bxxx of Sale. Reference THIS BXXX OF SALE is made to that certain Asset Purchase Agreement, dated and given as of June 23the _____ day of ____________, 20052015, by [APPLICABLE SELLER ENTITY TO BE INSERTED], a Delaware limited liability company (“Seller Entity”), to [_________________________________________________________], a _______________ (“Purchaser”), pursuant to the provisions of that Agreement for Sale and Purchase (the “APAContract”) dated _________ ___, 2015 by and between, among WestPoint Sxxxxxx Inc. (the “Company”) other parties, Seller Entity and WestPoint Sxxxxxx Inc. IPurchaser. Unless otherwise specifically provided herein, and WestPoint Sxxxxxx Stores Inc., (the Company and such entities collectively the “Assignors”), J.X. Xxxxxxx Enterprises Inc., WS Textile Co., Inc., New Textile One, Inc., New Textile Two, Inc., and Textile Co., Inc. Defined all capitalized terms used but not otherwise defined in this Bxxx of Sale shall have the meaning ascribed to them in the APA In consideration of the items being provided to Assignors or their creditors under the APA, the Assignors hereby absolutely assign, transfer and convey to Textile Co., Inc. (“Assignee”) all of Assignors’ right, title and interest, free and clear of claims, interests, liens and encumbrances to the extent provided in the [USE EXACT FINAL TITLE Sale Order], dated June ___, 2005, in and to all of the Purchased Assets, other than Excluded Assets. Executed and Delivered this ___day of ___, 2005. WESTPOINT SXXXXXX INC. By: Name: Title: WESTPOINT SXXXXXX INC. I By: Name: Title: WESTPOINT SXXXXXX STORES, INC. By: Name: Title: Assumption and Assignment Agreement (Assumed Liabilities) Reference is made to that certain Asset Purchase Agreement, dated as of June 23, 2005 (the “APA”) by and among WestPoint Sxxxxxx Inc. (the “Company”) and WestPoint Sxxxxxx Inc. I, and WestPoint Sxxxxxx Stores Inc. (the Company and such entities collectively the “Assignors”), J.X. Xxxxxxx Enterprises Inc., WS Textile Co., Inc., New Textile One, Inc., New Textile Two, Inc. and Textile Co., Inc. Defined terms used but not otherwise defined herein shall have the meaning ascribed to them same meanings as in the APAContract and for such purpose the Contract is incorporated herein by this reference. In consideration FOR TEN AND NO/100 DOLLARS ($10.00) and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, Seller Entity hereby sells, assigns, transfers, sets over and delivers unto Purchaser the following described property and all of the items being provided to Assignors or their creditors right, title, and interest of Seller Entity in, to, and under the APA same, to have and pursuant to that certain [USE EXACT FINAL TITLE OF SALE ORDER AND ANY SEPARATE ORDER FIXING CURE COST AMOUNTS]hold unto Purchaser, dated ___its legal representatives, 2005 successors and assigns, forever: the Fixtures and Tangible Personal Property, Consumables, Inventory, Operating Equipment and Supplies, except to the extent such property is Personal Property transferred by the General Assignment, such Fixtures and Tangible Personal Property, Consumables, Inventory, Operating Equipment and Supplies, except to the extent such property is Personal Property transferred by the General Assignment (collectively, the “Order”)Transferred Property”),2 subject in the case of any Transferred Property that is affixed to and a part of the Real Property to all matters of record as of the date hereof, Assignors insofar as the same are in force and applicable to the Real Property. All warranties of quality, fitness and merchantability are hereby absolutely assignexcluded unless otherwise set forth in the Contract. In addition, transfer and convey notwithstanding anything contained in this Bxxx of Sale to Textile Co.the contrary, Inc. (“Assignee”) and Assignee hereby assumes the Assumed Liabilities, this Bxxx of Sale is subject to all disclaimers and qualifications by Seller Entity set forth in the provisions of the APA and the Order; provided, however, that (i) nothing is this Assumption and Assignment Agreement shall prohibit Assignee from asserting or pursuing any claims or offsets it may have against any Person related to any Assumed Liability or contesting any Assumed Liability, whether pursuant to any agreement or contract, under Law or in equity, and (ii) nothing herein shall be deemed to deprive Assignee of any defenses, setoffs or counterclaims which Assignors may have had or which Assignee shall have Contract with respect to any Assumed Liabilities. Executed said personal property, including those set forth in Section 2.02 of the Contract, and Delivered all such disclaimers and qualifications are hereby incorporated in this ___th day Bxxx of ___, 2005. WESTPOINT SXXXXXX INC. By: Name: Title: WESTPOINT SXXXXXX INC. I By: Name: Title: WESTPOINT SXXXXXX STORES, INC. By: Name: Title: TEXTILE COSale by reference and made a part of this Bxxx of Sale., INC. By: Name: Title: Reference is made to that certain Asset Purchase Agreement dated as of ___, 2005 (the “APA”) by and among Westpoint Sxxxxxx Inc., Westpoint Sxxxxxx Inc. I, Westpoint Sxxxxxx Stores Inc., J.X. Xxxxxxx Enterprises Inc., WS Textile Co., Inc., New Textile One, Inc., New Textile Two, Inc. and Textile Co., Inc.

Bxxx of Sale. Reference For good and valuable consideration, the receipt of which is made to that certain Asset Purchase Agreementhereby acknowledged, dated as of June 23DIAGEO NORTH AMERICA, 2005INC., a Connecticut corporation (the “APA”) by and among WestPoint Sxxxxxx Inc. (the “Company”) and WestPoint Sxxxxxx Inc. I, and WestPoint Sxxxxxx Stores Inc., (the Company and such entities collectively the “AssignorsSeller”), J.X. Xxxxxxx Enterprises Inc.does hereby sell, WS Textile Co., Inc., New Textile One, Inc., New Textile Two, Inc.transfer, and Textile Co.convey to BOSTON BEER CORPORATION, Inc. Defined a Massachusetts corporation (“Buyer”), all of Seller’s rights, title and interest in and to the Equipment and the Sign and all warranties, guaranties, permits and licenses relating to the Appurtenances, Equipment and the Sign, to the extent assignable (collectively, the “Property”). All capitalized terms used herein, but not otherwise defined herein, shall have the meanings set forth in the Contract of Sale (as hereinafter defined). Seller has executed this Bxxx of Sale shall have and BARGAINED, SOLD, TRANSFERRED, CONVEYED and ASSIGNED the meaning ascribed to them in Property and Buyer has accepted this Bxxx of Sale and purchased the APA In consideration of Property AS IS AND WHEREVER LOCATED, WITH ALL FAULTS AND WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF WHATSOEVER NATURE, EXPRESS, IMPLIED, OR STATUTORY, EXCEPT AS EXPRESSLY SET FORTH HEREIN AND IN THE CONTRACT OF SALE BETWEEN SELLER AND BUYER, DATED AS OF , 2007 (the items being provided to Assignors or their creditors under the APA“CONTRACT OF SALE”), the Assignors hereby absolutely assign, transfer and convey to Textile Co., Inc. (“Assignee”) all of Assignors’ right, title and interest, free and clear of claims, interests, liens and encumbrances to the extent provided in the [USE EXACT FINAL TITLE Sale Order], dated June ___, 2005, in and to all of the Purchased Assets, other than Excluded AssetsTHE TERMS OF WHICH ARE EXPRESSLY INCORPORATED HEREIN. Executed and Delivered Dated this ___day of ___, 2005200 . WESTPOINT SXXXXXX SELLER: DIAGEO NORTH AMERICA, INC. ., a Connecticut corporation By: Name: Title: WESTPOINT SXXXXXX INC. I BUYER: BOSTON BEER CORPORATION, a Massachusetts corporation By: Name: Title: WESTPOINT SXXXXXX STORESTHIS AGREEMENT is made as of August 1, 2007 between DIAGEO NORTH AMERICA, INC. By: Name: Title: Assumption and Assignment Agreement ., a Connecticut corporation (Assumed Liabilities) Reference is made to that certain Asset Purchase Agreement, dated as of June 23, 2005 (the “APA”) by and among WestPoint Sxxxxxx Inc. (the “Company”) and WestPoint Sxxxxxx Inc. I, and WestPoint Sxxxxxx Stores Inc. (the Company and such entities collectively the “AssignorsDiageo”), J.X. Xxxxxxx Enterprises Inc.and BOSTON BEER CORPORATION, WS Textile Co., Inc., New Textile One, Inc., New Textile Two, Inc. and Textile Co., Inc. Defined terms used but not otherwise defined herein shall have the meaning ascribed to them in the APA. In consideration of the items being provided to Assignors or their creditors under the APA and pursuant to that certain [USE EXACT FINAL TITLE OF SALE ORDER AND ANY SEPARATE ORDER FIXING CURE COST AMOUNTS], dated ___, 2005 a Massachusetts corporation (collectively, the “OrderBoston Beer”), Assignors hereby absolutely assign, transfer and convey to Textile Co., Inc. (“Assignee”) and Assignee hereby assumes the Assumed Liabilities, subject to the provisions of the APA and the Order; provided, however, that (i) nothing is this Assumption and Assignment Agreement shall prohibit Assignee from asserting or pursuing any claims or offsets it may have against any Person related to any Assumed Liability or contesting any Assumed Liability, whether pursuant to any agreement or contract, under Law or in equity, and (ii) nothing herein shall be deemed to deprive Assignee of any defenses, setoffs or counterclaims which Assignors may have had or which Assignee shall have with respect to any Assumed Liabilities. Executed and Delivered this ___th day of ___, 2005. WESTPOINT SXXXXXX INC. By: Name: Title: WESTPOINT SXXXXXX INC. I By: Name: Title: WESTPOINT SXXXXXX STORES, INC. By: Name: Title: TEXTILE CO., INC. By: Name: Title: Reference is made to that certain Asset Purchase Agreement dated as of ___, 2005 (the “APA”) by and among Westpoint Sxxxxxx Inc., Westpoint Sxxxxxx Inc. I, Westpoint Sxxxxxx Stores Inc., J.X. Xxxxxxx Enterprises Inc., WS Textile Co., Inc., New Textile One, Inc., New Textile Two, Inc. and Textile Co., Inc.,