NCG020858_Name-Owner Change Supporting Info_20221129

BILL OF SALE
FSC II, LLC, a North Carolina limited liability company ("Seller"), in consideration of the
covenants and agreements contained herein and in the Asset Purchase Agreement (as defined
below) and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and pursuant to the Asset Purchase Agreement dated November 18, 2022
to which Seller is a party with BWI ETN LLC, a Delaware limited liability company ("Purchaser")
(the "Asset Purchase Agreement"), and notwithstanding that the following property may be
conveyed by separate and specific transfer documents, by these presents does hereby absolutely,
unconditionally and irrevocably sell, transfer, convey, assign and deliver to Purchaser all of
Seller's right, title and interest of any kind or character, whether or not such rights are now existing
or come into existence hereafter, and whether or not such rights are now known, recognized or
contemplated, in and to the Purchased Assets and any and all good will associated with the
foregoing.
TO HAVE AND TO HOLD such Purchased Assets, as a going concern or otherwise, unto
Purchaser and its successors and permitted assigns to and for its or their use forever, other than the
Excluded Assets, free and clear of any Liens, subject to and in accordance with the terms of the
Asset Purchase Agreement. No right, title or interest in the Purchased Assets is reserved to, or
retained by, Seller. Notwithstanding anything to the contrary in this Bill of Sale, nothing in this
Bill of Sale is meant to sell, transfer, convey, assign or deliver unto Purchaser Seller's right, title
or interest in any Excluded Asset and Seller shall retain all of Seller's right, title and interest to, in
and under the Excluded Assets.
All capitalized terms not otherwise defined herein shall have the definitions given to such
terms in the Asset Purchase Agreement.
Seller and Purchaser hereby agree and acknowledge that this Bill of Sale is being entered
into pursuant to and subject to the terms and conditions set forth in the Asset Purchase Agreement
and that the representations, warranties, covenants, agreements, and indemnities contained in the
Asset Purchase Agreement shall not be superseded hereby and shall remain in full force and effect
to the full extent provided therein and that this Bill of Sale does not create any additional
obligations, agreements, covenants, representations or warranties, nor impair or diminish any of
the rights or obligations of any of the parties to the Asset Purchase Agreement. In the event that
any provision of this Bill of Sale may be construed to conflict with a provision of the Asset
Purchase Agreement, the provision in the Asset Purchase Agreement shall control.
This Bill of Sale and any disputes that arise out of or relate to this Bill of Sale or the
transactions contemplated hereby shall be governed by and construed and enforced in accordance
with the internal, substantive laws of the state of Delaware, without giving effect to the conflict of
laws principles that would apply the laws of any other jurisdiction.
Delivery of an executed counterpart of this Bill of Sale by facsimile or in electronic
(i.e., "pdff' or "tiff') format shall be effective as delivery of an original, and execution by use of an
electronic signature or digital signature shall be valid for all purposes.
313746198.2

This Bill of Sale shall not be amended, modified or supplemented except by a written
instrument signed by an authorized representative of each of Purchaser and Seller.
This Bill of Sale shall be binding upon Seller and its respective successors and permitted
assigns and shall inure to the benefit of Purchaser and its respective successors and permitted
assigns, in each case, to the extent provided in the Asset Purchase Agreement.
[Signature page follows]
2

IN WITNESS WHEREOF, this Bill of Sale has been duly executed and delivered by a
duly authorized representative of Seller effective as of the date written below.
SELLER:
FSC II, LLC
a North Ca
xejina limited liability company
L�red J_ Smit I
Manager
Date: V I S , 2022
STATE OF HUG
COUNTY OF NQU�-
1, the undersigned, a Notary Public of the County and State aforesaid, certify that the following
person personally appeared before me this day, and acknowledged to me that he voluntarily
signed the foregoing document for the purpose stated therein and in the capacity indicated: Fred
J. Smith III, Manager of FSC II, LLC, a North Carolina limited liability company
A4I
Witness my hand and official seal, this the day of IUo �� , 2022.
My commission expires6-J'4X'r-7"
DUSTY DRAKE BATTEN Notary Pu lic
NOTARY PUBLIC
[NOTARY Wounty
arvlina
u S to i ret k e a4ifr7
Print Name of Notary
Signature Page to Bill of Sale
313746198.3