NCG170388_Name-Owner Change Supporting Info_20210324

Execution Copy
ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT ("Agreement"), daledaled Dece nber J 2019 is
entered into by and among (i) Richloom Fabrics Group, Inc., a Delawarc c rporation (the
"Purchaser I"); (ii) Richloom Weaving, LLC, a North Carolina li e liabi ity company (the
"Purchaser 2", together with the Purchaser 1, the "Purchasers" �, (i Clambers abrics, Inc., a
North Carolina corporation ("Seller"), and (iii) Raymond W. Chambers Jr., tf e owner of 100%
of Seller's outstanding Capital Stock (the "Equityholder," and with Se ler, "Seller Parties"
and each a "Seller Party"). Certain capitalized terms used in this Agreement in not otherwise
defined shall have the meanings set forth in Section 8.1.
lil i
WHEREAS, the parties desire that Seller sell to Purchasers, and hat P-U rcb Asers purchase
from Seller, certain of Seller's operating assets of the wholesale upholstery business, on the
terms and subject to the conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of and in reliance upon the mutu 1 representations,
warranties and covenants set forth in this Agreement, and for good aid valua le consideration,
the receipt and sufficiency of which are hereby acknowledged, the arties hereby agree as
follows:
1.
SALE AND PURCHASE OF ASSETS
1.1. Sale and Purchase of Assets. Upon the terms and subject to I
he conditions set
forth in this Agreement:
Jill
(a) Seller hereby sells, conveys, assigns, transfers and deli,
and Purchaser 1 hereby purchases and accepts from Seller, free and cl
of Seller's right, title and interest in and to all of Seller's certain sel
forth on Schedule 1.1 (the "Selected Inventory");
(b) Seller hereby sells, conveys, assigns, transfers a d deli`
and Purchaser 2 hereby purchases and accepts from Seller, free and cl
of Seller's right, title and interest in and to all of Seller's prop , as
"Business Assets") that are used in or are useful to Seller's business r
upholstery and various products and services related to the fcregoin
tangible and intangible, of every kind and description, wherever
without limitation, the fixed assets described in the bill of sale and a
delivered by Seller in connection with this Agreement (the "Bi 1 of SE
Excluded Assets. 1111
(c) The Business Assets, together with the S�lected Inven
the assets described in Section 1.2, shall be collectively defined
Assets". 1ill
Purchaser 1,
'all Liens, all
inventory set
•s ' Purchaser 2,
r c all Liens, all
Ls i d rights (the
ited to wholesale
the "Business"),
gated, including,
gnment of rights
"), excluding the
T, but excluding
the "Purchased

IN WITNESS WHEREOF, the parties hereto have executed t
Closing Date.
PURCHASER 1:
Richloom Fabrics Group, Inc.
By:
Its: C
PURCHASER 2: .
Richloom Weaving, LLC
Its:
SELLER:
Chambers Fabrics, Inc.
By: Raymond W. Chambers,
Its: President
EQUITYHOLDER:
L
Raymond W. Chambers, Jr.
as of the
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