Common use of Bxxx of Sale Clause in Contracts

Bxxx of Sale. (the "Seller"), for value received and pursuant to the terms and conditions of that certain Asset Sale Agreement dated the Seller and between (the "Buyer"), does hereby sell, assign, transfer and convey to the Buyer, its heirs, administrators, representatives, successors and assigns, all rights, title and interests of the Seller, as of the date hereof, in, to and under the Loan(s) described in the Asset Sale Agreement. THIS BXXX OF SALE IS EXECUTED WITHOUT RECOURSE AND WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESSED, IMPLIED OR IMPOSED BY LAW, EXCEPT AS PROVIDED IN THE ASSET SALE AGREEMENT. EXECUTED this day of , . SELLER: By: Its: [*] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. 21 ATTACHMENT 2 Allonge Reference is made to the $ promissory note dated (the "Note") payable to the order of from ("Assignor")[, as successor to ]. It is intended that this Allonge be attached to and made a permanent part of the Note. Pay to the order of representations or warranties of any kind. Executed this day of , . ("Assignee"), without recourse, By: Its: [*] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. ATTACHMENT 3 THIS INSTRUMENT PREPARED BY: RECORD AND RETURN TO: APN: _____________________________________________________________________________________ SPACE ABOVE THIS LINE FOR RECORDER’S USE ONLY ASSIGNMENT OF SECURITY INSTRUMENT(S) For Value Received, __________________, a ___________________, having an address at _________________________ (the “Assignor”), the holder of the instrument(s) described on SCHEDULE A (the “Instrument(s)”), does hereby grant, sell, assign, transfer and convey, unto ____________________, a ________________, having an address at ________________________, its successors and assigns (the “Assignee”), without recourse, representation, warranty or covenant, express or implied, except as provided in that certain __________________ dated on or near _____________, by and between Assignor and Assignee, all interest of the undersigned Assignor in and to the lien upon the following described property situated in _______________ County, State of California, and more particularly described in EXHIBIT A attached hereto (the “Property”). The transaction to which this assignment is a part is unrelated to the sale of any interest in the Property owned by the obligor named in the Instrument(s). The Instrument(s) is being assigned to a new lender in a transaction in which no new monies will be advanced by the new lender. TO HAVE AND TO HOLD the same unto Assignee, its successor and assigns, forever, subject only to the terms and conditions of the Instrument.

Bxxx of Sale. This Bxxx of Sale (this “Bxxx of Sale”) is given as of , 2016 (the "“Effective Date”) by 700 XXXXXXX XXXX, LLC (“Seller"”) to , a (“Buyer”) in connection with that certain Purchase and Sale Agreement, dated as of (the “Agreement”), for value received by and between Buyer and Seller. Capitalized terms used in this Bxxx of Sale and not otherwise defined herein, shall have the meaning specified in the Agreement. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, pursuant to and on the terms and conditions of that certain Asset Sale Agreement dated set forth in the Agreement, Seller and between (the "Buyer"), does hereby sell, convey, assign, transfer and convey to the deliver unto Buyer, and its heirs, administrators, representatives, successors and assigns, all rightsof its right, title and interests of the Seller, as of the date hereof, in, to and under the Loan(s) described interest in the Asset Sale Personal Property (as defined in the Agreement), free and clear of all Liens. THIS BXXX OF SALE IS EXECUTED WITHOUT RECOURSE AND WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESSED, IMPLIED OR IMPOSED BY LAW, EXCEPT AS PROVIDED IN THE ASSET SALE AGREEMENT. EXECUTED this day of , . SELLER: By: Its: [*] Certain confidential information contained in this document, marked by brackets, has been omitted The representations and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. 21 ATTACHMENT 2 Allonge Reference is made to the $ promissory note dated (the "Note") payable to the order of from ("Assignor")[, as successor to ]. It is intended that this Allonge be attached to and made a permanent part of the Note. Pay to the order of representations or warranties of Seller set forth in the Agreement and this Bxxx of Sale are exclusive and in lieu of all other representations and warranties of Seller of any kind. Executed this day of kind whatsoever, . ("Assignee")whether written, without recourse, By: Its: [*] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. ATTACHMENT 3 THIS INSTRUMENT PREPARED BY: RECORD AND RETURN TO: APN: _____________________________________________________________________________________ SPACE ABOVE THIS LINE FOR RECORDER’S USE ONLY ASSIGNMENT OF SECURITY INSTRUMENT(S) For Value Received, __________________, a ___________________, having an address at _________________________ (the “Assignor”), the holder of the instrument(s) described on SCHEDULE A (the “Instrument(s)”), does hereby grant, sell, assign, transfer and convey, unto ____________________, a ________________, having an address at ________________________, its successors and assigns (the “Assignee”), without recourse, representation, warranty or covenantoral, express or implied, except 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 its present condition “AS IS” “WHERE IS” AND “WITH ALL FAULTS”. Seller has caused this Bxxx of Sale to be executed by its duly authorized officer or representative as provided in that certain __________________ dated on or near _____________, by and between Assignor and Assignee, all interest of the Effective Date. 700 XXXXXXX XXXX, LLC By: Title: SCHEDULE 3 FIRPTA-1099 STATE OF AFFIDAVIT OF NONFOREIGN STATUS OF TRANSFEROR COUNTY OF Section 1445 of the Internal Revenue Code, as part of the “Foreign Investment in Real Property Tax Act,” provides that a transferee (buyer) of a U. S. real property interest must withhold tax if the transferor (seller) is a foreign person. A brief summary of major provisions of the 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 Assignor in and transferor (seller), being duly sworn, hereby certifies the following: The description of United States real property to the lien upon the following described property situated in _______________ County, State of California, and more particularly described in EXHIBIT be transferred is set forth on Exhibit A attached hereto hereto. The names, addresses and United States taxpayer identification numbers of all the transferors (owners) of the above real property (“Property”). The transaction to which this assignment ) are as follows: Name Address Taxpayer ID Number There is a part is unrelated to the sale of any no other person or entity who has an ownership interest in the Property owned by the obligor named in the Instrument(s). The Instrument(s) is being assigned to a new lender in a transaction in which no new monies will be advanced by the new lender. TO HAVE AND TO HOLD the same unto Assignee, its successor and assigns, forever, subject only to the terms and conditions of the Instrument.Property; and

Bxxx of Sale. (the "Seller"), for value received and pursuant Reference is made to the terms and conditions of that certain Asset Sale Agreement Purchase Agreement, dated the Seller and between as of June 23, 2005, (the "Buyer"“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”), does 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 sell, absolutely assign, transfer and convey to the BuyerTextile Co., its heirs, administrators, representatives, successors and assigns, Inc. (“Assignee”) all rightsof Assignors’ right, title and interests 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 SellerPurchased Assets, as of the date hereof, in, to other than Excluded Assets. Executed and under the Loan(s) described in the Asset Sale Agreement. THIS BXXX OF SALE IS EXECUTED WITHOUT RECOURSE AND WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESSED, IMPLIED OR IMPOSED BY LAW, EXCEPT AS PROVIDED IN THE ASSET SALE AGREEMENT. EXECUTED Delivered this ___day of ___, 2005. SELLER: WESTPOINT SXXXXXX INC. By: ItsName: [*] Certain confidential information contained in this documentTitle: WESTPOINT SXXXXXX INC. I By: Name: Title: WESTPOINT SXXXXXX STORES, marked by brackets, has been omitted INC. By: Name: Title: EXHIBIT G Assumption and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. 21 ATTACHMENT 2 Allonge Assignment Agreement (Assumed Liabilities) Reference is made to the $ promissory note that certain Asset Purchase Agreement, dated as of June 23, 2005 (the "Note"“APA”) payable 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 order of from ("Assignor")[, as successor to ]APA. It is intended that this Allonge be attached to and made a permanent part In consideration of the Note. Pay items being provided to Assignors or their creditors under the order of representations or warranties of any kind. Executed this day of , . ("Assignee"), without recourse, By: Its: [*] Certain confidential information contained in this document, marked by brackets, has been omitted APA and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934that certain [USE EXACT FINAL TITLE OF SALE ORDER AND ANY SEPARATE ORDER FIXING CURE COST AMOUNTS], as amended. ATTACHMENT 3 THIS INSTRUMENT PREPARED BY: RECORD AND RETURN TO: APN: _____________________________________________________________________________________ SPACE ABOVE THIS LINE FOR RECORDER’S USE ONLY ASSIGNMENT OF SECURITY INSTRUMENT(S) For Value Received, _______________dated ___, a 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 ___, having an address at _________________________ (the “Assignor”)2005. WESTPOINT SXXXXXX INC. By: Name: Title: WESTPOINT SXXXXXX INC. I By: Name: Title: WESTPOINT SXXXXXX STORES, the holder INC. By: Name: Title: TEXTILE CO., INC. By: Name: Title: EXHIBIT H TRADEMARK ASSIGNMENT Reference is made to that certain Asset Purchase Agreement dated as of the instrument(s) described on SCHEDULE A (the “Instrument(s)”), does hereby grant, sell, assign, transfer and convey, unto ____________________, a ________________, having an address at ________________________, its successors and assigns 2005 (the “AssigneeAPA”), without recourse, representation, warranty or covenant, express or implied, except as provided in that certain __________________ dated on or near _____________, ) by and between Assignor 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 AssigneeTextile Co., all interest of the undersigned Assignor in and to the lien upon the following described property situated in _______________ County, State of California, and more particularly described in EXHIBIT A attached hereto (the “Property”). The transaction to which this assignment is a part is unrelated to the sale of any interest in the Property owned by the obligor named in the Instrument(s). The Instrument(s) is being assigned to a new lender in a transaction in which no new monies will be advanced by the new lender. TO HAVE AND TO HOLD the same unto Assignee, its successor and assigns, forever, subject only to the terms and conditions of the Instrument.Inc.

Bxxx of Sale. (the "Seller"), for value received and pursuant to the terms and conditions of that certain Asset Sale Agreement dated the Seller and between (the "Buyer"), does hereby sell, assign, transfer and convey to the Buyer, its heirs, administrators, representatives, successors and assigns, all rights, title and interests of the Seller, as of the date hereof, in, to and under the Loan(s) described in the Asset Sale Agreement. THIS BXXX OF SALE IS EXECUTED WITHOUT RECOURSE AND WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESSED, IMPLIED OR IMPOSED BY LAW, EXCEPT AS PROVIDED IN THE ASSET SALE AGREEMENT. EXECUTED this is made and given as of the _____ day of ____________, . SELLER: By: Its: 2015, by [*] Certain confidential information contained in this documentAPPLICABLE SELLER ENTITY TO BE INSERTED], marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. 21 ATTACHMENT 2 Allonge Reference is made to the $ promissory note dated a Delaware limited liability company (the "Note") payable to the order of from ("Assignor")[, as successor to ]. It is intended that this Allonge be attached to and made a permanent part of the Note. Pay to the order of representations or warranties of any kind. Executed this day of , . ("Assignee"“Seller Entity”), without recourse, By: Its: to [*] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. ATTACHMENT 3 THIS INSTRUMENT PREPARED BY: RECORD AND RETURN TO: APN: _____________________________________________________________________________________ SPACE ABOVE THIS LINE FOR RECORDER’S USE ONLY ASSIGNMENT OF SECURITY INSTRUMENT(S) For Value Received, __________________], a ____________________ (“Purchaser”), having an address at ________________pursuant to the provisions of that Agreement for Sale and Purchase (the “Contract”) dated _________ (the “Assignor”), the holder of the instrument(s) described on SCHEDULE A (the “Instrument(s)”), does hereby grant, sell, assign, transfer and convey, unto ____________________, a ________________, having an address at ________________________, its successors and assigns (the “Assignee”), without recourse, representation, warranty or covenant, express or implied, except as provided in that certain __________________ dated on or near _____________, 2015 by and between Assignor between, among other parties, Seller Entity and AssigneePurchaser. Unless otherwise specifically provided herein, all interest capitalized terms in this Bxxx of Sale not otherwise defined herein shall have the undersigned Assignor same meanings as in the Contract and to for such purpose the lien upon Contract is incorporated herein by this reference. 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 situated in _______________ Countyand all of the right, State of Californiatitle, and more particularly described in EXHIBIT A attached hereto (interest of Seller Entity in, to, and under the “Property”). The transaction same, to which this assignment is a part is unrelated have and to the sale of any interest in the Property owned by the obligor named in the Instrument(s). The Instrument(s) is being assigned to a new lender in a transaction in which no new monies will be advanced by the new lender. TO HAVE AND TO HOLD the same hold unto AssigneePurchaser, its successor legal representatives, successors and assigns, forever: the Fixtures and Tangible Personal Property, subject only Consumables, Inventory, Operating Equipment and Supplies, except to the terms extent such property is Personal Property transferred by the General Assignment, such Fixtures and conditions 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 “Transferred Property”),2 subject in the case of any Transferred Property that is affixed to and a part of the InstrumentReal Property to all matters of record as of the date hereof, insofar as the same are in force and applicable to the Real Property. All warranties of quality, fitness and merchantability are hereby excluded unless otherwise set forth in the Contract. In addition, and notwithstanding anything contained in this Bxxx of Sale to the contrary, this Bxxx of Sale is subject to all disclaimers and qualifications by Seller Entity set forth in the Contract with respect to said personal property, including those set forth in Section 2.02 of the Contract, and all such disclaimers and qualifications are hereby incorporated in this Bxxx of Sale by reference and made a part of this Bxxx of Sale.

Bxxx of Sale. (the "Seller"), for value received and pursuant to the terms and conditions of that certain Asset Sale Agreement dated the Seller and between (the "Buyer"), does hereby sell, assign, transfer and convey to the Buyer, its heirs, administrators, representatives, successors and assigns, all rights, title and interests of the Seller, as of the date hereof, in, to and under the Loan(s) described in the Asset Sale Agreement. THIS BXXX OF SALE IS EXECUTED WITHOUT RECOURSE AND WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESSED, IMPLIED OR IMPOSED BY LAW, EXCEPT AS PROVIDED IN THE ASSET SALE AGREEMENT. EXECUTED this day of , . SELLER: By: Its: [*] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. 21 ATTACHMENT 2 Allonge Reference is made to the $ promissory note that certain Agreement of Purchase and Sale and Joint Escrow Instructions dated (the "Note") payable to the order as of from ("Assignor")[, as successor to ]. It is intended that this Allonge be attached to and made a permanent part of the Note. Pay to the order of representations or warranties of any kind. Executed this day of , . ("Assignee"), without recourse, By: Its: [*] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. ATTACHMENT 3 THIS INSTRUMENT PREPARED BY: RECORD AND RETURN TO: APN: _____________________________________________________________________________________ SPACE ABOVE THIS LINE FOR RECORDER’S USE ONLY ASSIGNMENT OF SECURITY INSTRUMENT(S) For Value Received, __________________, 2017, by and between NETAPP, INC., a ___________________, having an address at _________________________ Delaware corporation (the “AssignorSeller”), the holder of the instrument(sand GOOGLE INC., a Delaware corporation (“Buyer”) described on SCHEDULE A (the “Instrument(s"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 grantGRANT, sellSELL, assignCONVEY, transfer TRANSFER AND DELIVER to Buyer without any warranty of any kind, any and conveyall of Seller's rights, unto ____________________title and interests in and to the Personal Property (as defined in the Agreement); provided, a ________________however, having an address at ________________________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 “Assignee”)right to use, without recoursehave, representationhold and own the Personal Property forever. This Bxxx of Sale may be executed in counterparts, warranty 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 covenant, express representations of any kind or implied, nature regarding title to the Personal Property or the condition of the Personal Property except as provided 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 certain __________________ dated on in no event or near _____________circumstance shall Seller or its partners, by 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 between Assignor construed and Assigneeenforceable in accordance with, all interest the laws of the undersigned Assignor in and to the lien upon the following described property situated in _______________ County, State of California, and more particularly described in EXHIBIT A attached hereto (the . SMRH:484745841.1 Exhibit “Property”). The transaction to which this assignment is a part is unrelated to the sale of any interest in the Property owned by the obligor named in the Instrument(s). The Instrument(s) is being assigned to a new lender in a transaction in which no new monies will be advanced by the new lender. TO HAVE AND TO HOLD the same unto Assignee, its successor and assigns, forever, subject only to the terms and conditions of the Instrument.G”-1-

Bxxx of Sale. THIS BXXX OF SALE is executed by Health Beverage, LLC, a Colorado limited liability company, 3000 Xxxxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000 (the "“Seller"”), for value received the benefit of The Pulse Beverage Corporation, a Colorado corporation, c/o Wxxxxxx Xxxx, Hxxx & Txxxxx, LLP, 1000 Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00000 (Buyer”). For good and pursuant to valuable consideration, the terms receipt and conditions sufficiency of that certain Asset Sale Agreement dated the which is hereby acknowledged, Seller and between (the "Buyer"), does hereby sell, assign, transfer and convey to the unto Buyer, its heirs, administrators, representatives, successors and assigns, all rightsof Seller’s right, title and interests of interest to the Sellerfollowing assets: HARDWARE 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 BEVERAGES PULSE®- Heart Health PULSE®- Women’s Health PULSE®- Men’s Health The assets are transferred in an “as of the date hereofis” condition. Seller covenants and agrees to and with Buyer, inits successors and assigns, to warrant and under defend the Loan(s) described in the Asset title of said assets against all and every claim whatsoever. The Seller has executed this Bxxx of Sale Agreement. THIS BXXX OF SALE IS EXECUTED WITHOUT RECOURSE AND WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESSED, IMPLIED OR IMPOSED BY LAW, EXCEPT AS PROVIDED IN THE ASSET SALE AGREEMENT. EXECUTED this day of , . SELLER: By: Its: [*] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. 21 ATTACHMENT 2 Allonge Reference is made to the $ promissory note dated (the "Note") payable to the order of from ("Assignor")[, as successor to ]. It is intended that this Allonge be attached to and made a permanent part of the Note. Pay to the order of representations or warranties of any kind. Executed this day of , . ("Assignee"), without recourse, By: Its: [*] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. ATTACHMENT 3 THIS INSTRUMENT PREPARED BY: RECORD AND RETURN TO: APN: ________________________________________________ day of July, 2010. HEALTH BEVERAGE, LLC, a Colorado limited liability company, By:______________________________________ SPACE ABOVE THIS LINE FOR RECORDER’S USE ONLY ASSIGNMENT Name: Title: STATE OF SECURITY INSTRUMENT(S) For Value Received, ) ss COUNTY OF ___________ ) Subscribed and sworn to before me this _________ day of July, a 2010, by ___________________, having an address at ______. Witness my hand and official seal. ______________________________ (the “Assignor”), the holder of the instrument(s) described on SCHEDULE A (the “Instrument(s)”), does hereby grant, sell, assign, transfer and convey, unto ____________________, a ________________, having an address at ________________________, its successors and assigns (the “Assignee”), without recourse, representation, warranty or covenant, express or implied, except as provided in that certain Notary Public My Commission expires: __________________ dated on or near _____________EXHIBIT F TECHNICAL ASSISTANCE, NON-COMPETE AND CONFIDENTIALITY AGREEMENT This Agreement, made and entered into this 31st day of January, 2011, is by and between Assignor The Pulse Beverage Corporation (“Pulse”) and AssigneeHealth Beverage, all interest of the undersigned Assignor in and to the lien upon the following described property situated in _______________ County, State of California, and more particularly described in EXHIBIT A attached hereto LLC (the “PropertyHealth Beverage”). The transaction to which this assignment is a part is unrelated to the sale of any interest in the Property owned by the obligor named in the Instrument(s). The Instrument(s) is being assigned to a new lender in a transaction in which no new monies will be advanced by the new lender. TO HAVE AND TO HOLD the same unto Assignee, its successor and assigns, forever, subject only to the terms and conditions of the Instrument.