NCG210393_Name-Owner Change Supporting Info_5/7/2019

Execution Version
BILL OF SALE
THIS BILL OF SALE (this "Bill of Sale") is made and entered into as of March 29,
2019, by SHAW INDUSTRIES GROUP, INC., a Georgia corporation ("Assignor"), for and in
favor of BEASLEY FLOORING PRODUCTS, INC., a Georgia corporation ("Assignee"),
pursuant to that certain Facilities Purchase Agreement dated of even date herewith by and
between Assignor and Assignee (the "Agreement"). Any capitalized terms used but not
otherwise defined herein shall have the meanings specified in the Agreement.
WITNESSETH:
WHEREAS, pursuant to the Agreement, Assignor has agreed to sell, convey, assign,
transfer, and deliver to Assignee, and Assignee has agreed to purchase, accept, assume, and
acquire from Assignor, free and clear of any Encumbrances (other than Permitted
Encumbrances), all right, title, and interest of Assignor in and to the Purchased Assets (other
than the Owned Real Property).
AGREEMENT
NOW THEREFORE, for and in consideration of the foregoing and the respective
representations, warranties, covenants, agreements, and conditions set forth herein and in the
Agreement, and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Assignor agrees as follows:
1. Conveyance of Purchased Assets. Assignor hereby grants, bargains, sells,
assigns, transfers, conveys, and delivers to Assignee all of Assignor's right, title, and interest in
and to the Purchased Assets (other than the Owned Real Property), in each case, free and clear of
any restriction on transfer or Encumbrance (other than a Permitted Encumbrance), to have and to
hold the same unto Assignee, its successors and assigns, forever. Assignor acknowledges that
this Bill of Sale does not transfer any interest in the Excluded Assets.
2. Relation to Agreement. This Bill of Sale is subject in all respects to the terms
and conditions of the Agreement, and nothing contained herein is intended or shall be deemed to
supersede, amend, enlarge, or rescind any of the obligations, agreements, covenants, or
warranties of any party contained in the Agreement. The terms of the Agreement, including, but
not limited to, the representations, warranties, covenants, agreements, and indemnities relating to
the Purchased Assets, are incorporated herein by this reference. In the event of any
inconsistency between the terms of the Agreement and this Bill of Sale, the terms of the
Agreement shall govern and control.
3. Further Assurances. Assignor for itself, its successors and assigns, hereby
covenants and agrees that, at any time and from time to time upon the written request of
Assignee, Assignor will do, execute, acknowledge, and deliver, or cause to be done, executed,
acknowledged, and delivered, all such further acts, deeds, assignments, transfers, conveyances,
powers of attorney, and assurances as may be reasonably required by Assignee in order to assign,
transfer, set over, convey, assure, and confirm unto and vest in Assignee, its successors and
assigns, title to the Purchased Assets sold, conveyed, and transferred by this Bill of Sale and the
Agreement.

4. Third Parties. Nothing in this Bill of Sale is intended to confer any rights or
remedies, whether express or implied, on any Persons other than the Assignor and Assignee and
their respective successors and permitted assigns.
5. Successors and Assigns. This instrument shall be binding upon and shall inure to
the benefit of the respective successors and assigns of Assignor and Assignee.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, Assignor has caused this Bill of Sale to be executed as of the
date first written above by its officer thereunto duly authorized.
SHAW INDUSTRIES GROUP, INC.
By:
Name: Ke neth G. ackson
Title: xe tive ce President, Chief
Financial Officer, and Treasurer
[Signature Page to Bill of Sale]