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Home My WebLink AboutNCG050152_Name-Owner Change Supporting Info_20221222Execution Version BILL OF SALE BILL OF SALE, made and effective as of December 22, 2022 (this "Bill of Sale"), by and among Blue Ridge Molding, LLC, a North Carolina limited liability company ("Blue Ride"), Von Drehle Hickory, LLC, a North Carolina limited liability company ("Hickory Seller"), Von Drehle Cordova, LLC, a North Carolina limited liability company ("Cordova Seller"), Von Drehle Farm, LLC, a North Carolina limited liability company ("Farm Seller"), Von Drehle Maiden, LLC, a North Carolina limited liability company ("Maiden Seller"), Von Drehle Natchez, LLC, a North Carolina limited liability company ("Natchez Seller"), Von Drehle Tennessee, LLC, a North Carolina limited liability company ("Tennessee Seller," and, together with Hickory Seller, Cordova Seller, Farm Seller, Maiden Seller, Natchez Seller and Tennessee Seller, individually or collectively as the context may require, "Property Sellers"), Von Drehle Properties, LLC, a North Carolina limited liability company ("vDH Properties"), von Drehle Corporation, a North Carolina corporation ("vDH Com.," and, together with Blue Ridge, the Property Sellers, vDH Properties, and vDH Corp., individually or collectively as the context may require, the "Sellers"), Marcal Las Vegas LLC, a Delaware limited liability company ("Marcal Las Vegas"), Marcal Memphis LLC, a Delaware limited liability company ("Marcal Memphis"), Marcal Maiden LLC, a Delaware limited liability company ("Marcal Maiden"), Marcal Hickory LLC, a Delaware limited liability company ("Marcal Hickorv"), Marcal Farms Hamlet LLC, a Delaware limited liability company ("Marcal Farms Hamlet"), Marcal Farms Rockingham LLC, a Delaware limited liability company ("Marcal Farms Rockin am" ), Marcal Blue Ridge LLC, a Delaware limited liability company ("Marcal Blue Ridge"), Marcal Cordova LLC, a Delaware limited liability company ("Marcal Cordova"), and Marcal Natchez LLC, a Delaware limited liability company ("Marcal Natchez", and together with Marcal Las Vegas, Marcal Natchez Property, Marcal Memphis, Marcal Maiden, Marcal Hickory, Marcal Cordova Property, Marcal Farms Hamlet, Marcal Blue Ridge, Marcal Cordova and Marcal Natchez, the "Buyer Designees"). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Agreement (as defined below). WHEREAS, vDH Corp. has entered into that certain Asset Purchase and Foreclosure Agreement, dated as of December 22, 2022 (as amended or otherwise modified from time to time in accordance with its terms, the "Agreement'), by and among the Sellers, Marcal Paper Group LLC, a Delaware limited liability company (`Bue"), Marcal South LLC, a Delaware limited liability company, and solely for limited purposes therein, vDH Properties, Von Drehle Class B Holdings, LLC, a North Carolina limited liability company, and Alter Domus (US) LLC; and WHEREAS, pursuant to the Agreement, among other things, effective as of the Closing, the Sellers will sell, assign, transfer, convey and deliver ("Transfer') to the Buyer Designees all of the Sellers' right, title and interest as of the Closing Date in and to the Transferred Assets, free and clear of all Encumbrances (other than Permitted Encumbrances), and the Buyer shall purchase, acquire, accept and pay for the Transferred Assets and assume the Assumed Liabilities from and after the Effective Date. NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements set forth below and in the Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Transfer and Assignment of the Transferred Assets. On the terms and subject to the conditions set forth in the Agreement, effective as of the Closing, each Seller hereby Transfers to each Buyer Designee the entirety of such Seller's right, title and interest in, to and under the Transferred Assets, free and clear of all Encumbrances (other than Permitted Encumbrances) as set forth on Exhibit A hereto. 2. Further Assurances. Subject to the provisions of this Bill of Sale and the Agreement, each of the parties hereto agrees to execute, acknowledge, deliver, file and record such further certificates, amendments, instruments and documents, and to do all such other acts and things, as may be reasonably requested by any other party in order to carry out the intent and purpose of this Bill of Sale. 3. Condition of the Transferred Assets. EXCEPT AS EXPRESSLY PROVIDED IN THE AGREEMENT, THE SELLERS HAVE NOT MADE, AND THE SELLERS HEREBY EXPRESSLY DISCLAIM AND NEGATE, ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, RELATING TO THE TRANSFERRED ASSETS, IT BEING THE EXPRESS INTENTION OF THE SELLERS AND BUYER THAT THE TRANSFERRED ASSETS ARE TRANSFERRED TO BUYER AND ACCEPTED BY BUYER ON AN "AS IS" "WHERE IS" BASIS, EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT. 4. Subject to the Agreement. Nothing contained herein shall in any way modify the Agreement. The Sellers and Buyer hereby acknowledge and agree that any representations, warranties, covenants, indemnities, limitations and other terms contained in the Agreement shall not be superseded or expanded hereby and shall remain in full force and effect to the fullest extent provided therein. In the event of any conflict or inconsistency between the terms of the Agreement and the terms hereof, the terms of the Agreement shall govern and control. 5. General Provisions. Section 10.2 (Amendment and Modification), Section 10.3 (Waiver; Extension); Section 10.4 (Notices), Section 10.5 (Interpretation), Section 10.6 (Entire Agreement), Section 10.8 (Governing Law), 10.12 (Assignment; Successors), Section 10.9 (Submission to Jurisdiction), Section 10.16 (Severability); Section 10.17 (Waiver of Jury Trial), Section 10.18 (Counterparts), and Section 10.19 (.pdfSignature) of the Agreement are each hereby incorporated by reference mutatis mutandis. [Signature Pages Follow] 2 DocuSign Envelope ID: E504580E-2438-49FB-B1 B8-ABEDA5A18D76 IN WITNESS WHEREOF, this Bill of Sale has been executed by the parties as of the date first above written. MARCAL LAS VEGAS LLC M. DocuSigned by: 644DOSESCCD947E_. Name: Matt Goodling Title: Chief Financial Officer & Secretary MARCAL MEMPHIS LLC DocuSigned by: By:B44DO5ESCCD947E... Name: Matt Goodling Title: Chief Financial Officer & Secretary MARCAL MAIDEN LLC Y' DocuSigned by: 644DOSESCCD947E... Name: Matt Goodling Title: Chief Financial Officer & Secretary MARCAL HICKORY LLC DocuSigned by - By: B44DO5ESCCD947E... Name: Matt Goodling Title: Chief Financial Officer & Secretary [Signature Page to Bill of Sale] DocuSign Envelope ID: E504580E-2438-49FB-B1 B8-ABEDA5A18D76 MARCAL FARMS HAMLET LLC DocuSigned by: L! By' 44®.� Name: Matt Goodling Title: Chief Financial Officer & Secretary MARCAL FARMS ROCKINGHAM LLC M. DocuSigned by: 844DOSE5CCD947E... Name: Matt Goodling Title: Chief Financial Officer & Secretary MARCAL BLUE RIDGE LLC M. DocuSigned by: B44D05ESCCD947E... Name: Matt Goodling Title: Chief Financial Officer & Secretary MARCAL CORDOVA LLC DocuSigned by: By: B44DOSE5CCD947E... Name: Matt Goodling Title: Chief Financial Officer & Secretary [Signature Page to Bill of Sale] DocuSign Envelope ID: E504580E-2438-49FB-B1 B8-ABEDA5A18D76 MARCAL NATCHEZ LLC M. DocuSigned by: B44D05E5CCD947E... Name: Matt Goodling Title: Chief Financial Officer & Secretary [Signature Page to Bill of Sale] DocuSign Envelope ID: 86FDF8B1-9857-48B0-8ADE-2F01C3BEDF7B IN WITNESS WHEREOF, this Bill of Sale has been executed by the parties as of the date first above written. SELLERS: BLUE RIDGE MOLDING, LLC By: KAAA . , JJLY MAI, Name: Randall Bergman Title: President VON DREHLE HICKORY, LLC By: KMA . 5t roMal& Name: Randall Bergman Title: President VON DREHLE CORDOVA, LLC By: Km4a I bwra� Name: Randall Bergman Title: President VON DREHLE FARM, LLC By: K4,WJA .. ttromatln, Name: Randall Bergman Title: President [Signature Page to Bill of Sale] DocuSign Envelope ID: 86FDF8B1-9857-48B0-8ADE-2F0lC3BEDF7B VON DREHLE MAIDEN, LLC M. learn,Ja(.(, I 15tr0MAA, Name: Randall Bergman Title: President VON DREHLE NATCHEZ, LLC M. K&VUd:att I t°jw'0at'�, Name: Randall Bergman Title: President VON DREHLE TENNESSEE, LLC M. IeauJ& I gat", Name: Randall Bergman Title: President VON DREHLE PROPERTIES, LLC By: K4,VJA 1. %W'ra' Name: Randall Bergman Title: President VON DREHLE CORPORATION i0 Name: Randall Bergman Title: President [Signature Page to Bill of Sale] EXHIBIT A Each Seller shall Transfer the Transferred Assets and the Assumed Liabilities, in each case, as of the Closing Date owned or held by such Seller to the Buyer Designees as set forth below: Buyer Designee Transferred Assets and Assumed Liabilities 1. Marcal Blue Ridge With respect to the Transferred Assets and Assumed Liabilities relating to Blue Ridge 2. Marcal Cordova With respect to the Transferred Assets and Assumed Liabilities relating to Cordova Seller 3. Marcal Farms Hamlet With respect to the Transferred Assets and Assumed Liabilities relating to Farm Seller in respect of the Owned Real Property located at Old Laurinburg Road & Boyd Lake Road, Hamlet, NC 4. Marcal Farms With respect to the Transferred Assets and Assumed Rockingham Liabilities relating to Farm Seller in respect of the Owned Real Property located at US No 1, St Stevens Church Road and Everett's Mill Road, Rockingham, NC 5. Marcal Maiden With respect to the Transferred Assets and Assumed Liabilities relating to Maiden Seller 6. Marcal Maiden With respect to the Transferred Assets and Assumed Liabilities relating to vDH Corp. in respect of the Leased Real Property located at 1007 West Finger St, Maiden, NC 28650 7. Marcal Natchez With respect to the Transferred Assets and Assumed Liabilities relating to Natchez Seller 8. Marcal Las Vegas With respect to the Transferred Assets and Assumed Liabilities relating to vDH Corp. in respect of the Leased Real Property located at 4200 Flossmoor Street, Building C, Suites 100, 200, 300, 400 and 500, Las Vegas, Nevada 9. Marcal Memphis With respect to the Transferred Assets and Assumed Liabilities relating to Tennessee Seller and vDH Corp. in respect of the Leased Real Property located at 5838 Advantage Cove, Memphis, Tennessee 10. Marcal Hickory With respect to the Transferred Assets and Assumed Liabilities relating to vDH Corp. in respect of the Leased Real Property located at 1105 22nd Street SE, Suite 200, Hickory, North Carolina 11. Marcal Hickory With respect to the Transferred Assets and Assumed Liabilities relating to Hickory Seller 12. Marcal Hickory With respect to the Transferred Assets and Assumed Liabilities not otherwise Transferred pursuant to this Exhibit A