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Exhibit 2.3

 

ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT

 

THIS ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT (this “ Assignment” ) is made and entered into as of June 8, 2009 by and among COFFMAN STAIRS, LLC , a Delaware limited liability company ( “ Assignor ”) and WM COFFMAN LLC , a Delaware limited liability company (“ Assignee ”).

 

RECITALS

 

WHEREAS , pursuant to the Lease Agreement dated as of March 30, 2007 (as amended and restated from time to time, the “ Lease ”), by and among AGNL Coffman, L.L.C. (“ AGNL Coffman ”), as Landlord, and Coffman Stairs, LLC (“ Coffman Stairs ”) and Visador Holding Company (“ Visador ”), jointly and severally, as Tenant, AGNL Coffman leased to Coffman Stairs and Visador the premises located at 1000 Industrial Road, 1500 Industrial Road and 320 Johnston Road in Marion, Virginia (the “ Premises ”);

 

WHEREAS , pursuant to the Asset Purchase Agreement dated as of June 8, 2009 (the “ Asset Purchase Agreement ”) by and among Assignor and Assignee, Assignor has agreed to sell to Assignee, and Assignee has agreed to purchase from Assignor, substantially all of Assignor’s assets, including, without limitation, all of Assignor’s right, title and


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