Common use of Xxxx of Sale and Assignment Clause in Contracts

Xxxx of Sale and Assignment. For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, Sobieski Bank, a federally chartered savings association ("Seller"), does hereby assign, grant, sell, transfer, and deliver to MFB Financial, a federally chartered savings association ("Buyer"), in accordance with that certain Purchase and Assumption Agreement dated April __, 2004, by and between Seller and Buyer (the "Agreement"), all right, title and interest in and to all Fixed Assets owned (not leased) by it, Prepaid Expenses, Cash on Hand, Liquid Assets, Records, Accounts Receivable, and Numbers, as such capitalized term is defined in the Agreement (collectively the "Transferred Assets"). Seller also hereby transfers to Buyer all of Seller's rights, to the extent assignable, to any manufacturers warranties relating to the Assets which are in effect on the Closing Date. Seller hereby represents and warrants to Buyer that Seller is the absolute owner of said Transferred Assets, that said Transferred Assets are free and clear of all liens, charges, encumbrances, options, agreements or restrictions of any kind and that Seller has full right, power and authority to sell said Transferred Assets and to make this xxxx of sale and assignment. Seller hereby covenants and agrees to execute and deliver to Buyer or its assigns such other and further agreements, assignments, documents or instruments of conveyance, assignment and transfer, and to do such other things and to take such actions, supplemental or confirmatory, as may reasonably be requested by Buyer or its assigns for the purpose of or in connection with (i) the transfer to Buyer of such good and marketable title to the assets transferred, assigned and conveyed hereunder, (ii) otherwise to evidence such transfer, assignment or conveyance to Buyer, or (iii) otherwise to fulfill and discharge Seller's obligations under the Agreement. Seller acknowledges that Buyer does not assume and shall have no liability for any debts, liabilities or obligations of Seller of any kind whatsoever except as specifically set forth in the Agreement or in any other writing executed by Buyer. This Xxxx of Sale has been duly executed by Seller on the ___________ day of ___________________, 2004. SOBIESKI BANK By: ----------------------------------- Name: --------------------------------- Title: --------------------------------

Xxxx of Sale and Assignment. For good and valuable considerationFOR VALUABLE CONSIDERATION, the receipt and adequacy sufficiency of which is are hereby acknowledged, Sobieski Bank, a federally chartered savings association ("Seller"), does hereby assign, grant, sell, transfer, and deliver to MFB Financial, a federally chartered savings association ("Buyer"), in accordance with that certain Purchase and Assumption Agreement dated April __, 2004, by and between Seller and Buyer (the "Agreement"), all right, title and interest in and to all Fixed Assets owned (not leased) by it, Prepaid Expenses, Cash on Hand, Liquid Assets, Records, Accounts Receivable, and Numbers, effective as such capitalized term is defined in the Agreement (collectively the "Transferred Assets"). Seller also hereby transfers to Buyer all of Seller's rights, to the extent assignable, to any manufacturers warranties relating to the Assets which are in effect on the Closing Date. Seller hereby represents and warrants to Buyer that Seller is the absolute owner of said Transferred Assets, that said Transferred Assets are free and clear of all liensWINCHESTER DISTRIBUTION, chargesLLC, encumbrances, options, agreements or restrictions of any kind and that Seller has full right, power and authority to sell said Transferred Assets and to make this xxxx of sale and assignment. Seller hereby covenants and agrees to execute and deliver to Buyer or its assigns such other and further agreements, assignments, documents or instruments of conveyance, assignment and transfer, and to do such other things and to take such actions, supplemental or confirmatory, as may reasonably be requested by Buyer or its assigns for the purpose of or in connection with (i) the transfer to Buyer of such good and marketable title to the assets transferred, assigned and conveyed hereunder, (ii) otherwise to evidence such transfer, assignment or conveyance to Buyer, or (iii) otherwise to fulfill and discharge Seller's obligations under the Agreement. Seller acknowledges that Buyer does not assume and shall have no liability for any debts, liabilities or obligations of Seller of any kind whatsoever except as specifically set forth in the Agreement or in any other writing executed by Buyer. This Xxxx of Sale has been duly executed by Seller on the a ___________ day of _____limited liability company (“Seller”), does hereby bargain, sell, grant, assign, transfer, set over and deliver unto _________________________, 2004a ____________ (“Buyer”), all of Seller’s right, title and interest in and to all of the Personal Property and the Intangible Property. SOBIESKI BANK By: ----------------------------------- Name: --------------------------------- Title: --------------------------------SELLER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PERSONAL PROPERTY AND THE INTANGIBLE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE HABITABILITY, MERCHANTABILITY, CONDITION OR FITNESS THEREOF FOR ANY PARTICULAR USE OR PURPOSE.BUYER AGREES THAT THE PERSONAL PROPERTY AND INTANGIBLE PROPERTY ARE CONVEYED BY SELLER AND ACCEPTED BY BUYER IN AN "AS IS, WHERE IS" CONDITION, AND SELLER SPECIFICALLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE. As used herein, all initially capitalized terms not defined herein shall have the meanings assigned to such terms in that certain Purchase and Sale Agreement and Escrow Instructions dated as of July __, 2014 between Buyer and Seller (the “Purchase Agreement”).

Xxxx of Sale and Assignment. For This Xxxx of Sale and Assignment (this “Xxxx of Sale”) is entered into as of January [__], 2013, and pursuant to that certain Asset Purchase Agreement (the “Purchase Agreement”), dated as the date hereof, by and between U-Swirl, Inc., a Nevada corporation (“Buyer”), and Aspen Leaf Yogurt, LLC, a Colorado limited liability company (“Seller”), for and in consideration of good and valuable consideration, the receipt and adequacy sufficiency of which is are hereby acknowledged, Sobieski Bank, a federally chartered savings association ("Seller"), Seller does hereby assigngrant, grantbargain, sell, convey, transfer, assign, set over and deliver to MFB FinancialBuyer, a federally chartered savings association ("Buyer"), in accordance with that certain Purchase and Assumption Agreement dated April __, 2004, by its successors and between Seller and Buyer (the "Agreement")assigns, all of their right, title title, and interest in and to all Fixed Assets owned (not leased) by it, Prepaid Expenses, Cash on Hand, Liquid of the Acquired Assets, Records, Accounts Receivable, and Numbers, as such capitalized term . Nothing contained in this Xxxx of Sale is defined intended to provide any rights to Buyer or Seller beyond those rights expressly provided to Buyer or Seller in the Agreement (collectively Purchase Agreement. Nothing contained in this Xxxx of Sale is intended to impose any obligations or liabilities on Buyer or Seller beyond those obligations and liabilities expressly imposed on Buyer or Seller in the "Transferred Assets")Purchase Agreement. Seller also hereby transfers Nothing contained in this Xxxx of Sale is intended to expand or limit any of the rights or remedies available to Buyer all of Seller's rights, to or Seller under the extent assignable, to any manufacturers warranties relating to the Assets which are in effect on the Closing DatePurchase Agreement. Buyer and Seller hereby represents and warrants to Buyer that Seller is the absolute owner of said Transferred Assets, that said Transferred Assets are free and clear of all liens, charges, encumbrances, options, agreements or restrictions of any kind and that Seller has full right, power and authority to sell said Transferred Assets and to make this xxxx of sale and assignment. Seller hereby covenants and agrees agree to execute and deliver to the other such further instruments of transfer, assignment, delegation and assumption, and take such other action as either Buyer or its assigns such other and further agreementsSeller may reasonably request, assignmentsto more effectively transfer to, documents or instruments of conveyance, assignment and transferassign to, and to do such other things and to take such actions, supplemental or confirmatory, as may reasonably be requested by vest in Buyer or its assigns for each of the purpose of or in connection with (i) the transfer to Buyer of such good and marketable title to the assets transferred, assigned and conveyed hereunder, (ii) otherwise to evidence such transfer, assignment or conveyance to Buyer, or (iii) otherwise to fulfill and discharge Seller's obligations under the Agreement. Seller acknowledges that Buyer does not assume and shall have no liability for any debts, liabilities or obligations of Seller of any kind whatsoever except as specifically set forth in the Agreement or in any other writing executed by BuyerAcquired Assets. This Xxxx of Sale has may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been duly executed signed by Seller on each of the ___________ day parties hereto and delivered to the other parties hereto, it being understood that all parties hereto need not sign the same counterpart. The parties hereto may sign this Xxxx of ___________________Sale in the original, 2004by facsimile, by .PDF, or by any other generally acceptable electronic means. SOBIESKI BANK By: ----------------------------------- Name: --------------------------------- Title: --------------------------------This Xxxx of Sale (i) shall not be assigned by operation of law or otherwise except as otherwise specifically provided, except Buyer may assign this Xxxx of Sale to any affiliate by operation of law or otherwise, and (ii) shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings assigned to such terms in the Purchase Agreement.

Xxxx of Sale and Assignment. For good and valuable considerationFOR VALUABLE CONSIDERATION, the receipt and adequacy sufficiency of which is are hereby acknowledged, Sobieski Bankeffective as of the Closing Date, M/A-COM Technology Solutions Inc., a federally chartered savings association Delaware corporation ("“Seller"”), does hereby assignbargain, sell, grant, sellassign, transfer, set over and deliver to MFB Financialunto , LLC, a federally chartered savings association limited liability company ("“Buyer"), in accordance with that certain Purchase and Assumption Agreement dated April __, 2004, by and between Seller and Buyer (the "Agreement"”), all of Seller’s right, title and interest in and to all Fixed Assets owned (not leased) by it, Prepaid Expenses, Cash on Hand, Liquid Assets, Records, Accounts Receivable, and Numbers, as such capitalized term is defined in of the Agreement (collectively the "Transferred Assets")Documents. Seller also hereby transfers to Buyer all of Seller's rights, to the extent assignable, to any manufacturers warranties relating to the Assets which are in effect on the Closing Date. Seller hereby warrants and represents and warrants to Buyer that Seller is the absolute owner of said Transferred Assets, that said Transferred Assets are free and clear of all liens, charges, encumbrances, options, agreements or restrictions of any kind and that Seller it has full right, power and authority to sell said Transferred Assets and to make this xxxx of sale and assignment. Seller hereby covenants and agrees to execute and deliver to Buyer or its assigns such other and further agreements, assignments, documents or instruments of conveyance, assignment and transfer, and to do such other things and to take such actions, supplemental or confirmatory, as may reasonably be requested by Buyer or its assigns for the purpose of or in connection with (i) the transfer to Buyer of such good and marketable title to the assets transferredDocuments conveyed hereby, and it has not been pledged, transferred or assigned to any other person, and conveyed hereunder, (ii) otherwise Seller is duly authorized to evidence such transfer, assignment or conveyance sell and convey the property to Buyer. SELLER MAKES NO REPRESENTATIONS OR WARRANTIES, or (iii) otherwise to fulfill and discharge Seller's obligations under the AgreementEXPRESS OR IMPLIED, WITH RESPECT TO THE DOCUMENTS, INCLUDING, WITHOUT LIMITATION, THE CONDITION OR FITNESS THEREOF FOR ANY PARTICULAR USE OR PURPOSE. Seller acknowledges that Buyer does BUYER AGREES THAT THE DOCUMENTS ARE CONVEYED BY SELLER AND ACCEPTED BY BUYER IN AN “AS IS, WHERE IS” CONDITION, AND SELLER SPECIFICALLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE. As used herein, all initially capitalized terms not assume and defined herein shall have no liability for any debtsthe meanings assigned to such terms in that certain Purchase and Sale Agreement and Escrow Instructions dated as of , liabilities or obligations of 2016 between Buyer and Seller of any kind whatsoever except as specifically set forth in (the Agreement or in any other writing executed by Buyer. This Xxxx of Sale has been duly executed by Seller on the ___________ day of ___________________, 2004. SOBIESKI BANK By: ----------------------------------- Name: --------------------------------- Title: --------------------------------“Purchase Agreement”).

Xxxx of Sale and Assignment. For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, Sobieski Bankeffective as of January ___, a federally chartered savings association 2004 (the "SellerClosing"), does hereby assignand pursuant to the terms of the Asset Purchase Agreement dated December 22, grant2003 (the "Asset Purchase Agreement"), sell, transfer, and deliver to MFB Financialbetween Noxso Corporation, a federally chartered savings association Virginia corporation ("Buyer"), in accordance with that as transferee of certain Purchase and Assumption Agreement dated April __, 2004, by and between Seller and Buyer (the "Agreement"), all rightrights, title and interest in and of The FOUNDATION FOR ADVANCED RESEARCH, a California non-profit corporation ("Seller") (with all capitalized terms not otherwise defined herein having the meanings ascribed to all Fixed Assets owned (not leased) by it, Prepaid Expenses, Cash on Hand, Liquid Assets, Records, Accounts Receivable, and Numbers, as such capitalized term is defined them in the Agreement (collectively the "Transferred Assets"Asset Purchase Agreement). , Seller also hereby sells, assigns, grants, conveys, transfers and delivers to Buyer all of Seller's rights, to the extent assignable, to any manufacturers warranties relating to the Assets which are (as defined in effect on the Closing Date. Seller hereby represents and warrants to Buyer that Seller is the absolute owner of said Transferred AssetsAsset Purchase Agreement), that said Transferred Assets are free and clear of all liensLiens. After the date hereof, charges, encumbrances, options, agreements or restrictions of any kind and that the Seller has full right, power and authority to sell said Transferred Assets and to make this xxxx of sale and assignment. Seller hereby covenants and agrees to will execute and deliver from time to time at the request of Buyer or its assigns all such other further instruments as, in the reasonable opinion of Buyer's counsel, may be required in order to vest in Buyer full and further agreements, assignments, documents or instruments complete title to and the right to access and utilize the Assets. The delivery by Seller of conveyance, assignment this Xxxx of Sale and transfer, Assignment and to do such other things and to take such actions, supplemental or confirmatory, as may reasonably be requested the acceptance by Buyer or its assigns for of this Xxxx of Sale and Assignment shall not alter, in any manner, any of the purpose of or in connection with (i) the transfer to Buyer of such good and marketable title to the assets transferred, assigned and conveyed hereunder, (ii) otherwise to evidence such transfer, assignment or conveyance to Buyer, or (iii) otherwise to fulfill and discharge Seller's obligations under the Agreement. Seller acknowledges that Buyer does not assume and shall have no liability for any debts, liabilities rights or obligations of Seller the parties to the Asset Purchase Agreement as set forth therein. The FOUNDATION FOR ADVANCED RESEARCH, a California non-profit corporation By: --------------------------------- Xxxxxxx X. Xxxxxx Its: President & CEO Noxso Corporation, a Virginia corporation ("Buyer") hereby accepts the foregoing sale and assignment of any kind whatsoever except the Assets, as specifically defined in the Asset Purchase Agreement, and hereby agrees to pay for such Assets with the issuance of the shares of restricted Common Stock as set forth in the Agreement Asset Purchase Agreement. Buyer is not assuming or in agreeing to pay or perform any other writing executed by BuyerLiens or obligations of Seller. This Xxxx Dated as of Sale has been duly executed by Seller on the ___________ day of _________________January __, 2004. SOBIESKI BANK 2004 NOXSO CORPORATION, a Virginia corporation By: ----------------------------------- Name------------------------ Xxxxxxx X. Xxxxxxxx Its: --------------------------------- Title: --------------------------------President

Xxxx of Sale and Assignment. For good and valuable considerationFOR VALUABLE CONSIDERATION, the receipt and adequacy sufficiency of which is are hereby acknowledged, Sobieski Bank, a federally chartered savings association ("Seller"), does hereby assign, grant, sell, transfer, and deliver to MFB Financial, a federally chartered savings association ("Buyer"), in accordance with that certain Purchase and Assumption Agreement dated April __, 2004, by and between Seller and Buyer (the "Agreement"), all right, title and interest in and to all Fixed Assets owned (not leased) by it, Prepaid Expenses, Cash on Hand, Liquid Assets, Records, Accounts Receivable, and Numbers, effective as such capitalized term is defined in the Agreement (collectively the "Transferred Assets"). Seller also hereby transfers to Buyer all of Seller's rights, to the extent assignable, to any manufacturers warranties relating to the Assets which are in effect on the Closing Date. Seller hereby represents and warrants to Buyer that Seller is the absolute owner of said Transferred Assets, that said Transferred Assets are free and clear of all liens, charges, encumbrances, options, agreements or restrictions of any kind and that Seller has full right, power and authority to sell said Transferred Assets and to make this xxxx of sale and assignment. Seller hereby covenants and agrees to execute and deliver to Buyer or its assigns such other and further agreements, assignments, documents or instruments of conveyance, assignment and transfer, and to do such other things and to take such actions, supplemental or confirmatory, as may reasonably be requested by Buyer or its assigns for the purpose of or in connection with (i) the transfer to Buyer of such good and marketable title to the assets transferred, assigned and conveyed hereunder, (ii) otherwise to evidence such transfer, assignment or conveyance to Buyer, or (iii) otherwise to fulfill and discharge Seller's obligations under the Agreement. Seller acknowledges that Buyer does not assume and shall have no liability for any debts, liabilities or obligations of Seller of any kind whatsoever except as specifically set forth in the Agreement or in any other writing executed by Buyer. This Xxxx of Sale has been duly executed by Seller on the [___________ day of ______], a [________________] limited liability company (“Seller”), does hereby bargain, sell, grant, assign, transfer, set over and deliver unto [________________________], 2004a [________________________] (“Buyer”), all of Seller’s right, title and interest in and to all of the Personal Property and the Intangible Property. SOBIESKI BANK By: ----------------------------------- Name: --------------------------------- Title: --------------------------------Seller warrants and represents that it has good title to the property conveyed hereby, and it has not been pledged, transferred or assigned to any other person, and Seller is duly authorized to sell and convey the property to Buyer. Seller shall, at any time and from time to time, upon the reasonable request of Buyer, execute, acknowledge and deliver all such further acts, deeds, assignments, transfers, conveyances and assurances, and take all such further actions, as shall be necessary or desirable to give effect to the transactions hereby consummated and to collect and reduce to the possession of Buyer any and all of the interests and assets hereby transferred to Buyer. SELLER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PERSONAL PROPERTY AND THE INTANGIBLE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE HABITABILITY, CONDITION OR FITNESS THEREOF FOR ANY PARTICULAR USE OR PURPOSE. BUYER AGREES THAT THE PERSONAL PROPERTY AND INTANGIBLE PROPERTY ARE CONVEYED BY SELLER AND ACCEPTED BY BUYER IN AN "AS IS, WHERE IS" CONDITION, AND SELLER SPECIFICALLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE. As used herein, all initially capitalized terms not defined herein shall have the meanings assigned to such terms in that certain Purchase and Sale Agreement and Escrow Instructions dated as of June __, 2014 between Buyer and Seller (the “Purchase Agreement”).

Xxxx of Sale and Assignment. For good and valuable considerationFOR VALUABLE CONSIDERATION, the receipt and adequacy sufficiency of which is are hereby acknowledged, Sobieski Bankeffective as of the Closing Date, a federally chartered savings association NEWNAN INDUSTRIAL, LLC, an Illinois limited liability company ("“Seller"”), does hereby assignbargain, sell, grant, sellassign, transfer, set over and deliver to MFB Financial, a federally chartered savings association ("Buyer"), in accordance with that certain Purchase and Assumption Agreement dated April __, 2004, by and between Seller and Buyer (the "Agreement"), all right, title and interest in and to all Fixed Assets owned (not leased) by it, Prepaid Expenses, Cash on Hand, Liquid Assets, Records, Accounts Receivable, and Numbers, as such capitalized term is defined in the Agreement (collectively the "Transferred Assets"). Seller also hereby transfers to Buyer all of Seller's rights, to the extent assignable, to any manufacturers warranties relating to the Assets which are in effect on the Closing Date. Seller hereby represents and warrants to Buyer that Seller is the absolute owner of said Transferred Assets, that said Transferred Assets are free and clear of all liens, charges, encumbrances, options, agreements or restrictions of any kind and that Seller has full right, power and authority to sell said Transferred Assets and to make this xxxx of sale and assignment. Seller hereby covenants and agrees to execute and deliver to Buyer or its assigns such other and further agreements, assignments, documents or instruments of conveyance, assignment and transfer, and to do such other things and to take such actions, supplemental or confirmatory, as may reasonably be requested by Buyer or its assigns for the purpose of or in connection with (i) the transfer to Buyer of such good and marketable title to the assets transferred, assigned and conveyed hereunder, (ii) otherwise to evidence such transfer, assignment or conveyance to Buyer, or (iii) otherwise to fulfill and discharge Seller's obligations under the Agreement. Seller acknowledges that Buyer does not assume and shall have no liability for any debts, liabilities or obligations of Seller of any kind whatsoever except as specifically set forth in the Agreement or in any other writing executed by Buyer. This Xxxx of Sale has been duly executed by Seller on the ___________ day of unto [________________________], 2004a [________________________] (“Buyer”), all of Seller’s right, title and interest in and to all of the Personal Property and the Intangible Property. SOBIESKI BANK By: ----------------------------------- Name: --------------------------------- Title: --------------------------------Seller warrants and represents that it has good title to the property conveyed hereby, and it has not been pledged, transferred or assigned to any other person, and Seller is duly authorized to sell and convey the property to Buyer. Seller shall, at any time and from time to time, upon the request of Buyer, execute, acknowledge and deliver all such further acts, deeds, assignments, transfers, conveyances and assurances, and take all such further actions, as shall be necessary or desirable to give effect to the transactions hereby consummated and to collect and reduce to the possession of Buyer any and all of the interests and assets hereby transferred to Buyer. SELLER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PERSONAL PROPERTY AND THE INTANGIBLE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE HABITABILITY, CONDITION OR FITNESS THEREOF FOR ANY PARTICULAR USE OR PURPOSE. BUYER AGREES THAT THE PERSONAL PROPERTY AND INTANGIBLE PROPERTY ARE CONVEYED BY SELLER AND ACCEPTED BY BUYER IN AN "AS IS, WHERE IS" CONDITION, AND SELLER SPECIFICALLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE. As used herein, all capitalized terms not defined herein shall have the meanings assigned to such terms in that certain Purchase and Sale Agreement and Escrow Instructions dated as of ____________ __, 2014 between Buyer and Seller (the “Purchase Agreement”).

Xxxx of Sale and Assignment. For Pursuant to the Asset Purchase Agreement dated November 14, 2008 (the “APA”) by and between BSQUARE Corporation, a Washington corporation (“Buyer”), and TestQuest, Inc., a Delaware corporation (“Seller”), for good and valuable consideration, the receipt and adequacy sufficiency of which is are hereby acknowledged, Sobieski BankSeller hereby irrevocably sells, a federally chartered savings association ("Seller")assigns, does hereby assigntransfers, grantconveys and delivers unto Buyer, sell, transfer, each and deliver to MFB Financial, a federally chartered savings association ("Buyer"), in accordance with that certain Purchase all of the Acquired Assets and Assumption Agreement dated April __, 2004, by and between Seller and Buyer (all of the "Agreement"), all right, title and interest in and to all Fixed Assets owned of Seller therein (not leased) by it, Prepaid Expenses, Cash on Hand, Liquid Assets, Records, Accounts Receivable, and Numbers, as such capitalized term is terms are defined in the Agreement (collectively the "Transferred Assets"APA). Capitalized terms not otherwise defined herein shall have the meanings set forth in the APA. Buyer hereby accepts the sale, transfer, conveyance, assignment and delivery of the Acquired Assets. Seller also hereby transfers to Buyer all of Seller's rightsrepresents, warrants, covenants and agrees that it: (a) has good and marketable title to the extent assignable, to any manufacturers warranties relating to the Assets which are in effect on the Closing Date. Seller hereby represents and warrants to Buyer that Seller is the absolute owner of said Transferred Acquired Assets, that said Transferred Assets are free and clear of any Security Interest; and (b) will warrant and defend the sale of the Acquired Assets against all liensand every Person or Persons whomsoever claiming against any or all of the same, chargessubject to the terms and provisions of the APA. The representations, encumbrances, options, agreements or restrictions of any kind warranties and that Seller has full right, power and authority to sell said Transferred Assets and to make covenants contained in this xxxx of sale and assignmentparagraph shall survive only for the applicable period provided in the APA. Seller hereby covenants and agrees to execute and deliver with Buyer, its successors and assigns, to Buyer do, execute, acknowledge and deliver, or to cause to be done, executed, acknowledged and delivered, to Buyer, its assigns successors and assigns, all such other and further agreementsacts, assignments, documents or instruments transfers, conveyances, powers of conveyance, assignment attorney and transfer, and to do such other things and to take such actions, supplemental or confirmatory, as assurances that may be reasonably be requested by Buyer or its assigns for the purpose better selling, assigning, transferring, conveying, delivering, assuring and confirming, to Buyer, its successors or assigns, or for aiding and assisting in collecting or reducing to possession, any or all of the Acquired Assets. Seller hereby constitutes and appoints Buyer the true and lawful attorney of Seller, with full power of substitution, in the name of Seller or in connection with Buyer, but on behalf of and for the benefit of Buyer: (i) to demand, collect and receive from time to time any and all of the transfer to Buyer of such good and marketable title to the assets Acquired Assets sold, transferred, assigned and conveyed hereunderto Buyer or intended to be so, and to make endorsements and give receipts and releases for and in respect of the same and any part thereof; (ii) otherwise to evidence such transferinstitute, assignment prosecute, compromise and settle any and all actions or conveyance proceedings that Buyer may deem proper in order to Buyercollect, assert or enforce any claim, right or title of any kind in or to the Acquired Assets; (iii) otherwise to fulfill and discharge Seller's obligations under the Agreement. Seller acknowledges that Buyer does not assume and shall have no liability for defend or compromise any debts, liabilities or obligations of Seller all actions or proceedings in respect of any kind whatsoever except as specifically of the Acquired Assets; and (iv) to do all such acts and things in relation to the matters set forth in the Agreement or preceding clauses (i) through (iii) as Buyer shall deem desirable. Seller hereby acknowledges that the appointment hereby made and the powers hereby granted are coupled with an interest and are not and shall not be revocable by it in any other writing executed manner or for any reason. Buyer shall indemnify and hold harmless Seller and its officers, directors, employees, agents and Affiliates from any and Losses caused by or arising out of any breach of law by Buyer in its exercise of the aforesaid powers. The indemnification contained in this paragraph shall survive only for the applicable period provided in the APA. This Xxxx of Sale and Assignment shall be binding upon the successors and assigns of Seller and shall inure to the benefit of the successors and assigns of Buyer. This Xxxx of Sale and Assignment may be executed in counterparts, each of which shall be considered an original but when taken together shall be deemed one and the same instrument. This Xxxx of Sale and Assignment shall be governed by and construed in accordance with the laws of the State of Washington applicable to a contract executed and performed in such State without giving effect to the conflicts of laws principles thereof, except that if it is necessary in any other jurisdiction to have the law of such other jurisdiction govern this Xxxx of Sale and Assignment in order for this Xxxx of Sale and Assignment to be effective in any respect, then the laws of such other jurisdiction shall govern this Xxxx of Sale and Assignment to such extent. Confidential treatment has been duly executed by Seller on requested for portions of this agreement. This agreement omits the ___________ day information subject to the confidential treatment request. Omissions are designated as ***. A complete version of ___________________, 2004. SOBIESKI BANK By: ----------------------------------- Name: --------------------------------- Title: --------------------------------this agreement has been filed separately with the Securities and Exchange Commission.

Xxxx of Sale and Assignment. For good and valuable considerationFOR VALUABLE CONSIDERATION, the receipt and adequacy sufficiency of which is are hereby acknowledged, Sobieski Bankeffective as of the Closing Date, a federally chartered savings association Xxxxx Road, LLC ("“Seller"”), does hereby assignbargain, sell, grant, sellassign, transfer, set over and deliver to MFB Financialunto Plymouth Industrial REIT, Inc., a federally chartered savings association Maryland corporation ("“Buyer"), in accordance with that certain Purchase and Assumption Agreement dated April __, 2004, by and between Seller and Buyer (the "Agreement"”), all of Seller’s right, title and interest in and to all Fixed Assets owned (not leased) by it, Prepaid Expenses, Cash on Hand, Liquid Assets, Records, Accounts Receivableof the Personal Property and the Intangible Property. Seller warrants and represents that it has good title to the property conveyed hereby, and Numbersit has not been pledged, as such capitalized term transferred or assigned to any other person, and Seller is defined in duly authorized to sell and convey the Agreement (collectively the "Transferred Assets")property to Buyer. Seller also hereby transfers shall, at any time and from time to Buyer all time, upon the request of Seller's rightsBuyer, to the extent assignableexecute, to any manufacturers warranties relating to the Assets which are in effect on the Closing Date. Seller hereby represents and warrants to Buyer that Seller is the absolute owner of said Transferred Assets, that said Transferred Assets are free and clear of all liens, charges, encumbrances, options, agreements or restrictions of any kind and that Seller has full right, power and authority to sell said Transferred Assets and to make this xxxx of sale and assignment. Seller hereby covenants and agrees to execute acknowledge and deliver to Buyer or its assigns all such other and further agreementsacts, deeds, assignments, documents or instruments of conveyancetransfers, assignment conveyances and transferassurances, and take all such further actions, as shall be necessary or desirable to do such other things give effect to the transactions hereby consummated and to take such actions, supplemental or confirmatory, as may reasonably be requested by Buyer or its assigns for the purpose of or in connection with (i) the transfer to Buyer of such good collect and marketable title reduce to the possession of Buyer any and all of the interests and assets transferred, assigned and conveyed hereunder, (ii) otherwise to evidence such transfer, assignment or conveyance hereby transferred to Buyer. SELLER MAKES NO REPRESENTATIONS OR WARRANTIES, or (iii) otherwise to fulfill and discharge Seller's obligations under the AgreementEXPRESS OR IMPLIED, WITH RESPECT TO THE PERSONAL PROPERTY AND THE INTANGIBLE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE HABITABILITY, CONDITION OR FITNESS THEREOF FOR ANY PARTICULAR USE OR PURPOSE. Seller acknowledges that Buyer does BUYER AGREES THAT THE PERSONAL PROPERTY AND INTANGIBLE PROPERTY ARE CONVEYED BY SELLER AND ACCEPTED BY BUYER IN AN "AS IS, WHERE IS" CONDITION, AND SELLER SPECIFICALLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE. As used herein, all initially capitalized terms not assume and defined herein shall have no liability for any debts, liabilities or obligations the meanings assigned to such terms in that certain Purchase and Sale Agreement and Escrow Instructions dated as of Seller of any kind whatsoever except as specifically set forth in the Agreement or in any other writing executed by Buyer. This Xxxx of Sale has been duly executed by Seller on the ___________ day of ___________________, 2004. SOBIESKI BANK By: ----------------------------------- Name: --------------------------------- Title: --------------------------------2014 between Buyer and Seller (the “Purchase Agreement”).

Xxxx of Sale and Assignment. For good and valuable considerationFOR VALUABLE CONSIDERATION, the receipt and adequacy sufficiency of which is are hereby acknowledged, Sobieski Bankeffective as of the Closing Date, CD REALTY STOW ROAD ASSOCIATES, LLC, a federally chartered savings association New Jersey limited liability company ("“Seller"”), does hereby assignbargain, sell, grant, sellassign, transfer, set over and deliver to MFB Financial, a federally chartered savings association ("Buyer"), in accordance with that certain Purchase and Assumption Agreement dated April __, 2004, by and between Seller and Buyer (the "Agreement"), all right, title and interest in and to all Fixed Assets owned (not leased) by it, Prepaid Expenses, Cash on Hand, Liquid Assets, Records, Accounts Receivable, and Numbers, as such capitalized term is defined in the Agreement (collectively the "Transferred Assets"). Seller also hereby transfers to Buyer all of Seller's rights, to the extent assignable, to any manufacturers warranties relating to the Assets which are in effect on the Closing Date. Seller hereby represents and warrants to Buyer that Seller is the absolute owner of said Transferred Assets, that said Transferred Assets are free and clear of all liens, charges, encumbrances, options, agreements or restrictions of any kind and that Seller has full right, power and authority to sell said Transferred Assets and to make this xxxx of sale and assignment. Seller hereby covenants and agrees to execute and deliver to Buyer or its assigns such other and further agreements, assignments, documents or instruments of conveyance, assignment and transfer, and to do such other things and to take such actions, supplemental or confirmatory, as may reasonably be requested by Buyer or its assigns for the purpose of or in connection with (i) the transfer to Buyer of such good and marketable title to the assets transferred, assigned and conveyed hereunder, (ii) otherwise to evidence such transfer, assignment or conveyance to Buyer, or (iii) otherwise to fulfill and discharge Seller's obligations under the Agreement. Seller acknowledges that Buyer does not assume and shall have no liability for any debts, liabilities or obligations of Seller of any kind whatsoever except as specifically set forth in the Agreement or in any other writing executed by Buyer. This Xxxx of Sale has been duly executed by Seller on the unto ___________ day of ___________________, 2004LLC, a Delaware limited liability company (“Buyer”), all of Seller’s right, title and interest in and to all of the Personal Property and the Intangible Property. SOBIESKI BANK By: ----------------------------------- Name: --------------------------------- Title: --------------------------------Seller warrants and represents that it has good title to the property conveyed hereby, and it has not been pledged, transferred or assigned to any other person, and Seller is duly authorized to sell and convey the property to Buyer. Seller shall, at any time and from time to time, upon the request of Buyer, execute, acknowledge and deliver all such further acts, deeds, assignments, transfers, conveyances and assurances, and take all such further actions, as shall be necessary or desirable to give effect to the transactions hereby consummated and to collect and reduce to the possession of Buyer any and all of the interests and assets hereby transferred to Buyer. SELLER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PERSONAL PROPERTY AND THE INTANGIBLE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE HABITABILITY, CONDITION OR FITNESS THEREOF FOR ANY PARTICULAR USE OR PURPOSE. BUYER AGREES THAT THE PERSONAL PROPERTY AND INTANGIBLE PROPERTY ARE CONVEYED BY SELLER AND ACCEPTED BY BUYER IN AN "AS IS, WHERE IS" CONDITION, AND SELLER SPECIFICALLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE. As used herein, all initially capitalized terms not defined herein shall have the meanings assigned to such terms in that certain Purchase and Sale Agreement and Escrow Instructions dated as of October __, 2014 between Buyer and Seller (the “Purchase Agreement”).

Xxxx of Sale and Assignment. For good and valuable considerationFOR VALUABLE CONSIDERATION, the receipt and adequacy sufficiency of which is are hereby acknowledged, Sobieski Bankeffective as of the Closing Date, TOWER XXXXXXX, LLC, a federally chartered savings association Delaware limited liability company ("“Seller"”), does hereby assignbargain, sell, grant, sellassign, transfer, set over and deliver to MFB Financial, a federally chartered savings association ("Buyer"), in accordance with that certain Purchase and Assumption Agreement dated April __, 2004, by and between Seller and Buyer (the "Agreement"), all right, title and interest in and to all Fixed Assets owned (not leased) by it, Prepaid Expenses, Cash on Hand, Liquid Assets, Records, Accounts Receivable, and Numbers, as such capitalized term is defined in the Agreement (collectively the "Transferred Assets"). Seller also hereby transfers to Buyer all of Seller's rights, to the extent assignable, to any manufacturers warranties relating to the Assets which are in effect on the Closing Date. Seller hereby represents and warrants to Buyer that Seller is the absolute owner of said Transferred Assets, that said Transferred Assets are free and clear of all liens, charges, encumbrances, options, agreements or restrictions of any kind and that Seller has full right, power and authority to sell said Transferred Assets and to make this xxxx of sale and assignment. Seller hereby covenants and agrees to execute and deliver to Buyer or its assigns such other and further agreements, assignments, documents or instruments of conveyance, assignment and transfer, and to do such other things and to take such actions, supplemental or confirmatory, as may reasonably be requested by Buyer or its assigns for the purpose of or in connection with (i) the transfer to Buyer of such good and marketable title to the assets transferred, assigned and conveyed hereunder, (ii) otherwise to evidence such transfer, assignment or conveyance to Buyer, or (iii) otherwise to fulfill and discharge Seller's obligations under the Agreement. Seller acknowledges that Buyer does not assume and shall have no liability for any debts, liabilities or obligations of Seller of any kind whatsoever except as specifically set forth in the Agreement or in any other writing executed by Buyer. This Xxxx of Sale has been duly executed by Seller on the unto ___________ day of ___________________, 2004LLC, a Delaware limited liability company (“Buyer”), all of Seller’s right, title and interest in and to all of the Personal Property and the Intangible Property. SOBIESKI BANK By: ----------------------------------- Name: --------------------------------- Title: --------------------------------Seller warrants and represents that it has good title to the property conveyed hereby, and it has not been pledged, transferred or assigned to any other person, and Seller is duly authorized to sell and convey the property to Buyer. Seller shall, at any time and from time to time, upon the request of Buyer, execute, acknowledge and deliver all such further acts, deeds, assignments, transfers, conveyances and assurances, and take all such further actions, as shall be necessary or desirable to give effect to the transactions hereby consummated and to collect and reduce to the possession of Buyer any and all of the interests and assets hereby transferred to Buyer. SELLER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PERSONAL PROPERTY AND THE INTANGIBLE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE HABITABILITY, CONDITION OR FITNESS THEREOF FOR ANY PARTICULAR USE OR PURPOSE. BUYER AGREES THAT THE PERSONAL PROPERTY AND INTANGIBLE PROPERTY ARE CONVEYED BY SELLER AND ACCEPTED BY BUYER IN AN "AS IS, WHERE IS" CONDITION, AND SELLER SPECIFICALLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE. As used herein, all initially capitalized terms not defined herein shall have the meanings assigned to such terms in that certain Purchase and Sale Agreement and Escrow Instructions dated as of April __, 2014 between Buyer and Seller (the “Purchase Agreement”).

Xxxx of Sale and Assignment. For THE DISTRICT AT XXXXXX MILL, LLC, a Georgia limited liability company (“Grantor”) for and in consideration of Ten and No/100 Dollars ($10.00) and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, Sobieski Bank, a federally chartered savings association ("Seller"), does hereby assign, grant, sell, transfer, and deliver consideration to MFB Financial, a federally chartered savings association ("Buyer"), Grantor in accordance with that certain Purchase and Assumption Agreement dated April __, 2004, hand paid by and between Seller and Buyer (the "Agreement"), all right, title and interest in and to all Fixed Assets owned (not leased) by it, Prepaid Expenses, Cash on Hand, Liquid Assets, Records, Accounts Receivable, and Numbers, as such capitalized term is defined in the Agreement (collectively the "Transferred Assets"). Seller also hereby transfers to Buyer all of Seller's rights, to the extent assignable, to any manufacturers warranties relating to the Assets which are in effect on the Closing Date. Seller hereby represents and warrants to Buyer that Seller is the absolute owner of said Transferred Assets, that said Transferred Assets are free and clear of all liens, charges, encumbrances, options, agreements or restrictions of any kind and that Seller has full right, power and authority to sell said Transferred Assets and to make this xxxx of sale and assignment. Seller hereby covenants and agrees to execute and deliver to Buyer or its assigns such other and further agreements, assignments, documents or instruments of conveyance, assignment and transfer, and to do such other things and to take such actions, supplemental or confirmatory, as may reasonably be requested by Buyer or its assigns for the purpose of or in connection with (i) the transfer to Buyer of such good and marketable title to the assets transferred, assigned and conveyed hereunder, (ii) otherwise to evidence such transfer, assignment or conveyance to Buyer, or (iii) otherwise to fulfill and discharge Seller's obligations under the Agreement. Seller acknowledges that Buyer does not assume and shall have no liability for any debts, liabilities or obligations of Seller of any kind whatsoever except as specifically set forth in the Agreement or in any other writing executed by Buyer. This Xxxx of Sale has been duly executed by Seller on the ___________ day of ___________________, 2004a Delaware limited liability company (“Grantee”), the receipt and sufficiency of which is hereby acknowledged, does hereby bargain, sell, deliver and assign to Grantee, all right, title and interest of Grantor in and to: (i) all fixtures, machinery and equipment to the extent same constitute personal property under the laws of the State of Georgia, heating and ventilating equipment, air conditioning equipment, trade fixtures, tools and maintenance equipment and supplies, and all other tangible personal property owned by Grantor and attached or appurtenant to, or used in connection with, the ownership and operation of the premises described on Exhibit A attached hereto (the “Premises”), including, without limitation, the personal property listed on Exhibit B attached hereto, but excluding any tangible personal property owned by any tenants of the Premises; (ii) copies of all books and records relating to the Premises; (iii) all architectural plans, drawings, land plans, master plans and surveys relating to the Premises, if any; and (iv) the warranties and guaranties listed on Exhibit C attached hereto, the name “The District at Xxxxxx Mill”, all transferable licenses, permits, trademarks and tradenames and all other items of intangible personal property which is used in connection with the ownership and operation of the Premises (collectively, the “Personal Property”). SOBIESKI BANK By: ----------------------------------- Name: --------------------------------- Title: --------------------------------Grantor represents and warrants to Grantee that Grantor owns the Personal Property free and clear of all liens, claims and encumbrances and has full right, power and authority to convey title thereto. TO HAVE AND TO HOLD, the same unto Grantee, its successors and assigns, forever, Grantor, does hereby bind itself and its successors to forever warrant and defend the title to the Personal Property unto Grantee, its successors and assigns, against the lawful claims of all persons.