NCGNE1367_Name-Owner Change Supporting Info_20211011

F—,i ecuflon Version
Bill of Sale
This Bill of Sale is executed and delivered as of September 27, 2021, by and
between BLUEBIRD 1310. INC., a Delaware corporation ("Seller") to RESILIENCE- BOSTON.
INC., a Delaware corporation (`Buyer") pursuant to the Asset Purchase Agreement dated as of
July 28. 2021 (the "Purchase Agreement") by and between Seller and Buyer. All capitalized
terms not defined herein shall have the same meaning ascribed to them in the Purchase
Agreement.
For good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, Seller does hereby grant, bargain, transfer, sell, assign, convey and deliver
to Buyer all of Seller's right, title, and interest in and to the Purchased Assets described in
Sections 2.1(a)(iii) through (xi) of the Purchase Agreement, to have and to hold the same unto
Buyer, its successors and assigns, forever.
Buyer acknowledges that Seller makes no representation or warranty with respect
to the assets being conveyed hereby except as specifically set forth in the Purchase Agreement.
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, con►c►, 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.
The provisions of this Bill of Sale are intended to he binding upon Seller, its
successors and assigns, and for the hencro of buyer, its successors rind assigns,
This Bill of Sole shall be governed hN rrnd csrnstrued in accti+rdance with the la►►,
of die State of Delarware, excluding tray rattlZicts rra clx6rt of Iraw rule or principle plat mighl
otherwise referconstructi+,,s i*rr irilvipretution of thi4 hill 11I'S10c fir the %ulr'ataujtjYC law oramllhrr
jurisdiction.
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IN WITNESS WHEREOF, Seiler has duly executed this Bilk of Sale as of the date first written
above.
BLUEBIRD BIO, INC.,
a Delaware corporal
By
U&�
Name: W i I (1 &—
Title: CR
[Signature rage to Bill of Sale]

A c{mzvd edged;
RESILIENCE BOSTON, INC.
a Delaware corporation
B,
Name:
Title: Ln
Islanau,re Pabe to IIIII of aide]