SCHEDULE A
ASSUMPTION AND INDEMNIFICATION
AGREEMENT
This Agreement (this “Agreement”) is
made and entered into as of October 27, 2011 by and among DAM
Holding, Inc. (“DAMH”) and Delaware American Motors,
Inc. (“DAMINC”) together with its wholly-owned
subsidiary, Delaware American Motors, LLC (“DAMLLC”)
(DAMINC and DAMLLC collectively referred to as the
“Subsidiary”).
WHEREAS, on or
about October 27, 2011, Subsidiary was purchased from DAMH by the
former sole officer of DAMH (the “Subsidiary
Sale”);
WHEREAS, as a
condition to the Subsidiary Sale, the Subsidiary is required to
assume any debt or obligation of D