NCG030461_Name-Owner Change Supporting Info_7/12/2019

BILL OF SALE
For good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, GEM Fabrication of North Carolina, Inc., a North Carolina corporation ("Seller"),
does hereby grant, bargain, transfer, sell, assign, convey and deliver to Core & Main LP, a Florida
limited partnership ("Buyer"), all of its right, title and interest in and to the Purchased Assets (other
than the Assigned Contracts), as such terms are defined in the Asset Purchase Agreement, dated as of
May 1, 2019 (the "Purchase Agreement"), by and among Buyer, Seller and other parties thereto,
SUBJECT TO ALL REPRESENTATIONS AND WARRANTIES SET FORTH IN THE
PURCHASE AGREEMENT, to have and to hold the same unto Buyer, its successors and assigns,
forever.
Seller for itself, its successors and assigns, hereby covenants and agrees that, at any time and
from time to time upon the written request of Buyer, Seller 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 Buyer in
order to assign, transfer, set over, convey, assure and confirm unto and vest in Buyer, its successors
and assigns, title to the assets sold, conveyed and transferred by this Bill of Sale.
Nothing contained in this Bill of Sale shall in any way supersede, modify, replace, amend,
change, rescind, waive, or in any way effect the provisions, including the warranties, covenants,
agreements, conditions, representations or, in general, any of the rights and remedies, and any of the
obligations and indemnifications of Buyer or Seller set forth in the Purchase Agreement. This Bill of
Sale is intended only to effect the transfer of certain assets the transfer of which is contemplated in
the Purchase Agreement and shall be governed entirely in accordance with the terms and conditions
of the Purchase Agreement,
GEM Fabrication of North Carolina, Inc., a
North Carolina corporation
By: �!
Name: MWAE4, N 57S
Title: 1/ICE
2328316.1