0000889812-96-000191 Sample Contracts

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BILL OF SALE
Bill of Sale • February 29th, 1996 • Drew Industries Incorporated • Fabricated structural metal products

FOR GOOD AND VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, and intending to be legally bound hereby, Shoals Supply, Inc., an Alabama corporation (the "Seller"), does hereby grant, convey, transfer, sell, assign and deliver to Drew Industries Incorporated, a Delaware corporation (the "Buyer"), its successors and assigns, all of the Seller's right, title and interest in and to all the Assets, as defined in Section 1 of the Asset Purchase Agreement dated as of even date herewith among the Seller, the Shareholder (as defined therein) and the Buyer (the "Purchase Agreement"), incorporated herein by reference. Without limiting the foregoing in any manner, the Assets include the Assets described on Annex A hereto.

ARTICLE I
Lease Agreement • February 29th, 1996 • Drew Industries Incorporated • Fabricated structural metal products
ASSIGNMENT
Assignment Agreement • February 29th, 1996 • Drew Industries Incorporated • Fabricated structural metal products

For valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Drew Industries Incorporated, a Delaware corporation ("Drew"), in accordance with and subject to the provisions of Section 16.2 of the Agreement, hereby assigns, transfers and conveys to Shoals Acquisition Corp., a Delaware corporation ("Shoals"), all Drew's right, title and interest in and to the Business and the Purchased Assets acquired from Shoals Supply, Inc., an Alabama corporation ("Seller") pursuant to an Asset Purchase Agreement, dated the date hereof (the "Agreement") by and among Drew, Seller and Lecil V. Thomas (the "Shareholder").

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