NCG060338_Name-Owner Change Supporting Info_9/17/2019

OMB Approval No. 2502-0265
�Er
�, IIIIIIII A. Settlement statement (HUD-1)
B. ,,..
1. ❑ FHA 2. E RHS 3. E3 Conv. Unins
4. E3 VA 5. 0 Conv.Ins. I
6. File Number
T-19-129
7. Loan Number
8. Mortgage Insurance Case Number
C. Note: This form is furnished to give you a statement of actual settlement costs. Amounts paid to and by the settlement agent are shown. Items marked "(p.o.c.)"
were paid outside the closing; they are shown for informational purposes and are not Included in the totals.
D. Name & Address of Borrower:
SOUTHERN PRODUCE LLC
963 HWY 258 S
SNOW HILL, NC 28580
E. Name & Address of Seiler:
SOUTHERN PRODUCE DISTRIBUTORS
INC
111 NW CENTER ST
FAISON, NC 28341
F. Name & Address of Lender:
CASH SALE
G. Property Location:
2434 HWY 403/50 FAISON, NC, 109-111 NW CENTER ST
H. Settlement Agent:
BEAMAN & BENNINGTON, PLLC
I. Settlement Date:
March 20, 2019
Place of Settlement:
304 NASH STREET NE
Borrower'sJ. Summary of
100 GROSS AMOUNT DUE FROM BORROWER
400 GROSS AMOUNT DUE TO SELLER
101 Contract Sales Price
$6,800,000.00
401 Contract Sales Price
$6,800,000.00
102 Personal Property
402 Personal Property
103 Settlement Charges to Borrower (Line 1400)
$8,445.66
403
104
404
105
405
Adjustments For Items Paid By Seller In Advance
Adjustments For Items Paid By Seller In Advance
106 City/Town Taxes
f
406 City/Town Taxes
107 County Taxes
407 County Taxes
108 Assessments
408 Assessments
109
409
110 PACKAGING INVENTORY
$298,125.00
410
$298,125.00
111 SWEET POTATO INVENTORY
$100,275.00
411 PACKAGING AND SWEET POTATO INVENTORY
$100,275.00
112
412
120 Gross Amount Due From Borrower
$7,206,845.65
420 Gross Amount Due To Seller
$7,198,400.00
200 Amount Paid by or in Behalf of Borrower
S00 Reductions in Amount Due to Seller
201 Deposit Or Earnest Money
$325,000.00
501 Excess Deposit (See Instructions)
202 Principal Amount Of New Loan(s)
502 Settlement Charges to Seller (Line 1400)
203 Existing Loan(s) Taken Subject To
503 Existing Loan(s) Taken Subject To
204 Borrower Deposit with Lender
504 Payment to BYLINE BANK
$4,150,233.29
205 Lender Credit Cure Flood Cert
505 Payment TO AFC FINCO
$2,185,847.90
206
506 Payment to SELECT BANK
$825,000.00
207
507
208
508
209
509
Adjustments For Items Unpaid By Seller
Adjustments For Items Unpaid By Seller
210 Sampson Co. Taxes 1-1-19 to 3-20-19
$4,139.60
510 Sampson Co. Taxes 1-1-19 to 3-20-19
$4,139.60
211 DuplinCounty Taxes 1-1 -19T0 3-20-19
$16,956.47
511 Duplin County Taxes 1-1 -19TO 3-20-19
$16,956.47
212 Assessments
512 Assessments
213
513
214
514
215
515 2018 TAXES DUE TO DUPLIN COUNTY
$16,222.74
216
516
217
517
218
518
219
519 POC
220 Total Paid By/For Borrower
$346,096.07
S20 Total Reduction Amount Due Seller
$7,198,400.00
300 Cash At Settlement From/To Borrower:
600 Cash At Settlement To/From Seller:
301 Gross Amount Due From Borrower (Line 120)
$7,206,845.65
601 Gross Amount Due To Seller (Line 420)
$7,198,400.00
302 Less Amount Paid By/For Borrower (Line 220)
$346,096.07
602 Less Reductions In Amount Due Seller (Line 520)
$7,198,400.00
303 Cash 1±1 From ❑ To Borrower
$6,860,749.58
603 Cash 0 To 121 From Seller
$0.00
The Public Reporting Burden for this collection of information is estimated at 35 minutes per response for collecting, reviewing, and reporting the data. This agency may
not collect this information, and you are not required to complete this form, unless it displays a currently valid OMB control number. No confidentiality is assured; this
disclosure is mandatory. This is designed to provide the parties to a RESPA covered transaction with information during the settlement process.
Previous editions are obsolete Page 1 of 4 HUD-1

700
Total Real Estate Broker Fees - based on
@ 6% =
Paid From
Borrower's
Funds At
Settlement
Paid From
Seller's
Funds At
Settlement
Division of commission (line 700) as follows :
701 $ To
702 $ To
703
Commission Paid At Settlement
704
800
Items Payable in Connection with Loan
801
Our Origination Charge includes Origination
$
(from GFE #1)
802
Your Credit or Charge (Points) for the Specific Interest Rate Chosen
$
(from GFE #2)
803
Your Adjusted Origination Charges
(from GFE #A)
804
Appraisal Fee to
(from GFE #3)
805
Credit Report to
(from GFE #3)
806
Tax Service Fee to
(from GFE #3)
807
Flood certification
(from GFE #3)
808
(from GFE #1)
809
(from GFE #1)
810
811
900
Items Required by Lender to be Paid in Advance
901
Daily Interest Charges From To
@ /Day
(from GFE #10)
902
Mortgage Insurance Premium for Month(s) To
(from GFE #3)
903
Homeowner's Insurance for 1 Year(s) To
(from GFE #11)
904
905
1000
RESERVES DEPOSITED WITH LENDER
1001
Initial Deposit for Your Escrow Account
(from GFE #9)
1002
Homeowner's Insurance Months @
Per Month $
1003
Mortgage Insurance Months @
Per Month $
1004
Property Taxes Months @
Per Month $
1005
Months @
Per Month $
1006
Months @
Per Month $
1007
Aggregate Adjustment
$
1100
TITLE CHARGES
1101
Title services and lenders title insurance
(from GFE #4)
1102
Settlement Or Closing Fee TO BEAMAN & BENNINGTON, PLLC
$
POC
1103
Owner's Title Insurance TO TITLE COMPANY OF NC
(from GFE #5)
$8,239.65
1104
Lender's Title Insurance
$
1105
Lender's Title Policy Limit $
1106
Owner's Title Policy Limit $ $7,900,000 and $1,400,000
1107
Agent's Portion of the Total Title Insurance Premium
$
1108
Underwriter's Portion of the Total Title Insurance Premium
$
1109
1110
1111
1200
GOVERNMENT TRANSFER AND RECORDING CHARGES
1201
Government Recording Charges
(from GFE #7)
$206.00
1202
Deed $ 99+201 Mortgage $
Releases $
1203
Transfer Taxes
(from GFE #8)
1204
City/County Tax Stamps Deed $ EXEMPT
Mortgage $
$ -
1205
State Tax Stamps Deed $
Mortgage $
1206
1300
ADDITIONAL SETTLEMENT CHARGES
1301
Required Services That You Can Shop For
(from GFE #6)
1302
$
1303
$
1304
1305
1306
1307
Previous editions are obsolete Page 2 of 4 HUD-1

Comparison of Good Faith Estimate (GFE) and HUD-1 Charges
Charges That Cannot increase HUD-1 Line Number
Our origination charge # 801
Your credit or charge (points) for the specific interest rate chosen # 802
Your adjusted origination charges # 803
Transfer taxes # 1203
Charges That in Total Cannot Increase More Than 10%
Government recording charges
#
1201
Appraisal Fee
#
804
Tax Service Fee
#
806
Flood Cert Fee
#
807
Title Services and Lender's Title Insurance
#
1101
Owner's Title Insurance
#
1103
Total
Good Faith Estimate HUD-1
Good Faith Estimate
HUD-1
$ 206.00
$ 8,239.65
$ 8,445.65
Is or
Charges That Can Change
Good Faith Estimate
HUD-1
Initial deposit for your escrow account
#
1001
Daily interest charges $
/day #
901
Homeowner's Insurance
#
903
Settlement Fee
#
1102
#
#
Loan Terms
Your initial loan amount is
$
Your initial loan term is
years
Your initial interest rate is
%
Your initial monthly amount owed for principal, interest, and
any
$
includes
mortgage Insurance is
I-:
Principal
I':
Interest
E
Mortgage Insurance
Can your interest rate rise?
C
NP Yes, It can rise to a maximum of %. The first change will be on
and
can change again every after Every change date, your Interest rate can
increate
or decreate by %. Over the life of the loan, your interest rate is guaranteed
to never be lower than % or higher than %.
Even if you make payments on time, can your loan balance rise?
E
N(P Yes, it can rise to a maximum of $
Even if you make payments on time, can your monthly amount owed
C
N(p Yes, the first increase can be on and the monthly amount owed can
for principal, interest, and mortgage Insurance rise?
rise
to $ . The maximum it can ever rise to is $
Does your loan have a prepayment penalty?
C
NP Yes, your maximum prepayment penalty is $
Does your loan have a balloon payment?
E
N(P Yes, you have a balloon payment of $ due in
years on
Total monthly amount owed including escrow account payments
C
You do not have a monthly escrow payment for items, such as property taxes and homeowner's
insurance. You must pay these items directly yourself.
E
You have an additional monthly escrow payment of $
that results in a total initial monthly amount owed of! This
includes principal, interest, any mortgage insurance and any items checked below:
E
Property taxes E Homeowner's Insurance
E
Flood insurance E
C
E
Note: If you have questions about the Settlement Charges and Loan Terms listed on this form, please contact your lender.
Previous editions are obsolete Page 3 of 4 HUD-1

I have carefully reviewed the HUD-1 Settlement Statement and to the best of my knowledge and belief it is a true and accurate statement of all receipts and
disbursements made on my account or by me in this transaction. I further certify that I have received a copy of the HUD-1 Settlement Statement.
Borrower
Sellers
Counsel for Byline Bank
Counsel for AFC FINCO
Counsel for Select Bank
SETTLEMENT AGENT
Date
Date
Date
Date
Date
Date
Warning: It is a crime to knowingly make false statements to the United States on this or any similar form. Penalties upon conviction can include fine and
imprisonment. For details see: Title 18 U.S. Code Section 1001 and Section 1010.
COUNSEL FOR LENDERS CERTIFY AMOUNTS ARE CORRECT FOR RELEASES/CANCELLATION 3/20/2019
Previous editions are obsolete Page 4 of 4 HUD-1

I have carefully reviewed the HUD-1 Settlement Statement and to the best of my knowiedg,� and belief it Is a true and accurate statement of all receipts and
disbursements made on my account or by me in this transaction, I further certify that I have received a copy of the HUD-1 Settlement Statement,
Borrower Date
sellers
Date
Counsel for Byline Bank Date
Counsel for AFC FINCO Date
Counsel for Select Bank
SETTLEMENT AGENT
Date
Date
Warning: It is a crime to knowingly-ntake false statements to the United States on this or any similar form. Penalties upon conviction can include flee and
Imprisonment, For details see: Title 18 U.S, Code Section 1001 and Section 1010,
COUNSEL FOR LENDERS CERTIFY AMOUNTS ARE CORRECT FOR RELEASES/CANCELLATION 3/20/2019
Previous editions are obsolete Page 4 of 4 HUD-1

BILL OF SALE AND ASSIGNMENT OF ASSETS
THIS BILL OF SALE AND ASSIGNMENT OF ASSETS, dated March _, 2019, between
Southern Produce Distributors, Inc. ("Transferor") and Southern Produce, LLC. ("Transferee").
WITNESSETH:
WHEREAS, Transferor, as Seller, and as a Chapter 11 Debtor in possession under
Bankruptcy Case Number 18-02010-5-SWH, Eastern District of North Carolina, entered into an
Asset Purchase Agreement, dated as of January 29, 2019 (the "Agreement") with Eastern
Agribusiness, LLC, an affiliate of Transferee, as Purchaser, providing for, among other things, the
transfer and sale free and clear of liens of certain assets and properties, real and personal, tangible
and intangible, owned by Transferor, all as more fully described in the Agreement (collectively,
the "Assets"), in consideration of cash payments in the amount and manner and on the terms and
conditions provided in the Agreement. Capitalized terms used and not otherwise defined herein
shall have the meanings ascribed to such terms in the Agreement.
WHEREAS, the parties now desire to carry out the intent and purpose of the Agreement
by Transferor's execution and delivery to Transferee of this instrument evidencing the vesting in
Transferee of the Assets, in addition to such other instruments as Transferee shall have otherwise
received or may hereafter request.
WHEREAS, the Agreement and its consummation has been approved and authorized by
the United States Bankruptcy Court for the Eastern District of North Carolina by the (i) Order
Confirming Plan (Dkt. No. 483) and (ii) Supplemental Order in Aid of Modified Plan
Implementation and Consummation, Approving Asset Purchase Agreement and Allowing Sale
Free and Clear of Liens (Dkt. No. 509) (collectively defined as the "Sale Orders").
NOW, THEREFORE, in consideration of the premises and of other valuable consideration
to Transferor in hand paid by Transferee, at or before the execution and delivery hereof, the receipt
and sufficiency of which by Transferor is hereby acknowledged, and pursuant and subject to the
authority and approval granted by the United States Bankruptcy Court as set out and evidenced in
the Sale Orders, by this Bill of Sale and Assignment of Assets, Transferor does hereby convey,
grant, bargain, sell, transfer, set over, assign, alien, remise, release, deliver and confirm unto
Transferee, its successors and assigns forever, on an "AS IS, WHERE IS" basis except as otherwise
specifically provided herein, free and clear of any and all liens, claims, mortgages, deeds of trust,
security interests, restrictions, prior assignments, liabilities, obligations, encumbrances, charges,
and other interests of any and every type, kind, nature or description whatsoever, whether asserted
or unasserted, known or unknown, perfected or unperfected, recorded or unrecorded, scheduled or
unscheduled, inchoate or choate, matured or unmatured, contingent or non -contingent, liquidated
or unliquidated, disputed or undisputed, whether arising before or after Transferor's chapter 11
filing, the Assets as defined in the Agreement and specified on Exhibit A attached hereto and
incorporated herein by reference.
NOTWITHSTANDING ANY OTHER PROVISION HEREOF TO THE CONTRARY,
the items specified on Exhibit B entitled "Excluded Assets," attached hereto and incorporated

herein by reference, which are related to the Assets are not intended by the parties to be a part of
the sale and purchase contemplated hereunder and are excluded from the Assets (collectively, the
"Excluded Assets"). Except for the Excluded Assets, all other assets and properties owned by
Transferor and utilized or held for use by Transferor in the conduct of Transferor's business on the
date hereof are intended by the parties to be included in the Assets and hereby transferred to
Transferee pursuant to this instrument.
TO HAVE AND TO HOLD all of the Assets hereby assigned, transferred and conveyed
unto Transferee, its successors and assigns, to its and their own use and benefit forever, free and
clear of any and all liens, claims, mortgages, deeds of trust, security interests, restrictions, prior
assignments, liabilities, obligations, encumbrances, charges, and other interests of any and every
type, kind, nature or description whatsoever, whether asserted or unasserted, known or unknown,
perfected or unperfected, recorded or unrecorded, scheduled or unscheduled, inchoate or choate,
matured or unmatured, contingent or non -contingent, liquidated or unliquidated, disputed or
undisputed, whether arising before or after Transferor's chapter 11 filing.
1. Warranty of Title. Transferor hereby warrants that (i) it is the sole owner of the Assets
hereby assigned, transferred and conveyed unto Transferee, its successors and assigns, (ii) has
good title to the same, and (ii) has authority to sell and transfer said Assets to Transferee, its
successors and assigns, pursuant to the consummation of the Agreement with Transferee as
approved by the United States Bankruptcy Court for the Eastern District of North Carolina by the
(i) Order Confirming Plan (Dkt. No. 483) and (ii) Supplemental Order in Aid of Modified Plan
Implementation and Consummation, Approving Asset Purchase Agreement and Allowing Sale
Free and Clear of Liens ("Supplemental Order") (Dkt. No. 509). A copy of the Supplemental
Order is attached hereto as Exhibit C and incorporated by reference as if fully set forth herein.
2. Representations and Warranties. Transferor hereby represents and warrants that:
(i) it is the lawful owner of all of the Assets; (ii) all of the Assets are being transferred free and
clear of all liens, claims, mortgages, deeds of trust, security interests, restrictions, prior
assignments, liabilities, obligations, encumbrances, charges, and other interests of any and every
type, kind, nature or description whatsoever, whether asserted or unasserted, known or unknown,
perfected or unperfected, recorded or unrecorded, scheduled or unscheduled, inchoate or choate,
matured or unmatured, contingent or non -contingent, liquidated or unliquidated, disputed or
undisputed, whether arising before or after Transferor's chapter 11 filing as provided by the Sale
Orders; (iii) Transferor has good right and lawful authority to bargain and sell the Assets and rights
transferred in connection therewith in the manner and form set forth herein; and (iv) the sale of the
Assets has been duly authorized by all requisite corporate action.
3. Post -Closing Obligations. Transferor and Eastern Agribusiness, LLC, an affiliate of
Transferee, agreed to certain Post -Closing Obligations set forth in Article X, Sections 10.1, 10.2,
10.3, 10.4, 10.5, 10.6, 10.7 and 10.8, of the Agreement ("Post -Closing Obligations"). Transferor
and Transferee hereby acknowledge that the assignment, transfer and conveyance of the Assets
unto Transferee, its successors and assigns, pursuant to this Bill of Sale and Assignment of Assets
is made subject to such Post -Closing Obligations and that such Post -Closing Obligations shall
survive the Closing and remain binding on Transferor and Transferee, its successors and assigns
in accordance with the terms of the Agreement.

This Bill of Sale and Assignment of Assets and the covenants and agreements herein
contained shall be binding upon Transferor, its successors and assigns, and shall inure to the benefit
of Transferee, its successors and assigns.
[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

IN WITNESS WlJFf , Bill of Sale and
.U;DF, Trawiferor lias hereby executed this
Assignment of Assets, as of the date first above written.
"TRANSFEROR"
SOUTHERN PRODUCT; DISTRIBUTORS, INC.
By:
Name: Azal St )iert,wartz
Title:
The foregoing Bill of Sale and Assigoment of Assets is i cceptcd, as of March _, 2019.
SOUTHERN PRODUCE, LLC
By:
W
Am
Title: �y � �

EXHIBIT A
LIST OF ASSIGNED ASSETS
All operating assets of Transferor owned by Transferor (excluding cash, inventory, accounts
receivables, farming equipment, assets not owned by the Transferor, assets not used in Transferor's
business operations, and NC LaMiss, LLC), including but not limited to:
(1) The personal property used in the Transferor's Business that is located in
Transferor's (i) Faison Plant property approximating 78.43 acres located at 2434 NC Highway
50/403, Faison Township, Duplin County, North Carolina (Parcel Nos. 02-2559, 02-638, 02-
643, and 02-629), (ii) Clinton Warehouse property approximating 19.45 acres located at 214
Armory Road, Clinton, Sampson County North Carolina (PIN # 12011309201), and (iii)
Faison office building located at 109 and I I I N. West Center, Faison, Duplin County, North
Carolina Parcel Nos. 02-1844 and 02-70, as also shown in Exhibit A to the Agreement;
(2) All assets owned by Transferor and used in its business operations, including
machinery and equipment, motor vehicles, name brands, and patents, if any;
(3) Bins. 37,000 owned by Transferor, plus 10,000 bins owned by Transferor
pursuant to that certain Bill of Sale dated February 19, 2019, from John C. Hine, as Executor
of the Estate of David Stewart Precythe, to Transferor;
(4) Intangibles. All the following intangible assets of Transferor's Business: all
telephone numbers, facsimile numbers, customer lists, e-mail addresses, internet domain
names and websites, trade names, brands, trademarks, the use of the name "Southern Produce
Distributors," and any derivative or combination of those names in connection with
Purchaser's operation of the Business for the period commencing on the Closing Date;
(5) Customer Agreements to Supply Sweet Potatoes. Any customer contracts to
the extent they are assignable, specifically excluding Transferor's accounts receivables and
its right to collect the same.
(6) All third -party warranties relating to Transferor's Business;
(7) Transferee acknowledges that (a) a portion of one of the Faison operating lines
is not owned by the Transferor, is subject to a Farm Credit lease, and is not included in this
Bill of Sale and Assignment of Assets, and in fact no leased equipment is included in this Bill
of Sale and Assignment of Assets; (b) Transferor has in its possession certain bins leased from
Farm Credit (5,500 to 8,000-not included in the totals in (3) above), which are not included in
this Bill of Sale and Assignment of Assets; and (c) that Transferor has in its possession certain
leased forklifts and vehicles that are also not included in this Bill of Sale and Assignment of
Assets.

EXHIBIT B
LIST OF EXCLUDED ASSETS
Excluded Assets. This Bill of Sale and Assignment of Assets shall not include:
(1) Cash, inventory, accounts receivables, farming equipment, NC LaMiss, LLC,
assets not owned by the Transferor, all of Transferor's real and personal property not used in
Transferor's Business, and any litigation and causes of action (whether sounding in contract,
tort, or chapter 5 claims arising under the Bankruptcy Code);
(2) Any and all equipment leased by Transferor, including, without limitation, (i)
the portion of one of the Faison operating lines that is not owned by the Transferor, and which
is subject to a Farm Credit lease, (ii) the bins leased from Farm Credit (5,500 to 8,000-not
included in the totals in Paragraph (3) of Exhibit A), and (iii) the leased forklifts and vehicles
leased by Transferor and which are not owned by Transferor.

BILL OF SALE AND ASSIGNMENT OF ASSETS
THIS BILL OF SALE AND ASSIGNMENT OF ASSETS, dated March _, 2019, between
Southern Produce Distributors, Inc. ("Transferor") and Southern Produce, LLC. ("Transferee").
WITNESSETH:
WHEREAS, Transferor, as Seller, and as a Chapter 11 Debtor in possession under
Bankruptcy Case Number 18-02010-5-SWH, Eastern District of North Carolina, entered into an
Asset Purchase Agreement, dated as of January 29, 2019 (the "Agreement") with Eastern
Agribusiness, LLC, an affiliate of Transferee, as Purchaser, providing for, among other things, the
transfer and sale free and clear of liens of certain (i) usable packaging supplies and (ii) inventory
of sweet potatoes owned by Transferor and on hand as of the date of the Closing as more fully
described in the Agreement (collectively, the "Inventory"), in consideration of cash payments in
the amount and manner agreed upon by the parties hereto in accordance with the terms and
conditions provided in the Agreement. Capitalized terms used and not otherwise defined herein
shall have the meanings ascribed to such terms in the Agreement.
WHEREAS, the parties now desire to carry out the intent and purpose of the Agreement
by Transferor's execution and delivery to Transferee of this instrument evidencing the vesting in
Transferee of the Inventory, in addition to such other instruments as Transferee shall have
otherwise received or may hereafter request.
WHEREAS, the Agreement and its consummation has been approved and authorized by
the United States Bankruptcy Court for the Eastern District of North Carolina by the (i) Order
Confirming Plan (Dkt. No. 483) and (ii) Supplemental Order in Aid of Modified Plan
Implementation and Consummation, Approving Asset Purchase Agreement and Allowing Sale
Free and Clear of Liens (Dkt. No. 509) (collectively defined as the "Sale Orders").
NOW, THEREFORE, in consideration of the premises and of other valuable consideration
to Transferor in hand paid by Transferee at the Closing, and at or before the execution and delivery
hereof, the receipt and sufficiency of which by Transferor is hereby acknowledged, and pursuant
and subject to the authority and approval granted by the United States Bankruptcy Court as set out
and evidenced in the Sale Orders, by this Bill of Sale and Assignment of Assets, Transferor does
hereby convey, grant, bargain, sell, transfer, set over, assign, alien, remise, release, deliver and
confirm unto Transferee, its successors and assigns forever, on an "AS IS, WHERE IS" basis
except as otherwise specifically provided herein, free and clear of any and all liens, claims,
mortgages, deeds of trust, security interests, restrictions, prior assignments, liabilities, obligations,
encumbrances, charges, and other interests of any and every type, kind, nature or description
whatsoever, whether asserted or unasserted, known or unknown, perfected or unperfected,
recorded or unrecorded, scheduled or unscheduled, inchoate or choate, matured or unmatured,
contingent or non -contingent, liquidated or unliquidated, disputed or undisputed, whether arising
before or after Transferor's chapter 11 filing, the Inventory as defined in the Agreement and
incorporated herein by reference.
TO HAVE AND TO HOLD the Inventory hereby assigned, transferred and conveyed unto

Transferee, its successors and assigns, to its and their own use and benefit forever, free and clear
of any and all liens, claims, mortgages, deeds of trust, security interests, restrictions, prior
assignments, liabilities, obligations, encumbrances, charges, and other interests of any and every
type, kind, nature or description whatsoever, whether asserted or unasserted, known or unknown,
perfected or unperfected, recorded or unrecorded, scheduled or unscheduled, inchoate or choate,
matured or unmatured, contingent or non -contingent, liquidated or unliquidated, disputed or
undisputed, whether arising before or after Transferor's chapter 11 filing.
1. Warranty of Title. Transferor hereby warrants that (i) it is the sole owner of the
Inventory hereby assigned, transferred and conveyed unto Transferee, its successors and assigns,
(ii) has good title to the same, and (ii) has authority to sell and transfer said Inventory to Transferee,
its successors and assigns, pursuant to the consummation of the Agreement with Transferee as
approved by the United States Bankruptcy Court for the Eastern District of North Carolina by the
(i) Order Confirming Plan (Dkt. No. 483) and (ii) Supplemental Order in Aid of Modified Plan
Implementation and Consummation, Approving Asset Purchase Agreement and Allowing Sale
Free and Clear of Liens ("Supplemental Order") (Dkt. No. 509). A copy of the Supplemental
Order is attached hereto as Exhibit C and incorporated by reference as if fully set forth herein.
2. Representations and Warranties. Transferor hereby represents and warrants that:
(i) it is the lawful owner of all of the Inventory; (ii) all of the Inventory is being transferred free
and clear of all liens, claims, mortgages, deeds of trust, security interests, restrictions, prior
assignments, liabilities, obligations, encumbrances, charges, and other interests of any and every
type, kind, nature or description whatsoever, whether asserted or unasserted, known or unknown,
perfected or unperfected, recorded or unrecorded, scheduled or unscheduled, inchoate or choate,
matured or unmatured, contingent or non -contingent, liquidated or unliquidated, disputed or
undisputed, whether arising before or after Transferor's chapter 11 filing as provided by the Sale
Orders; (iii) Transferor has good right and lawful authority to bargain and sell the Inventory and
rights transferred in connection therewith in the manner and form set forth herein; and (iv) the sale
of the Inventory has been duly authorized by all requisite corporate action.
3. Post -Closing Obligations. Transferor and Eastern Agribusiness, LLC, an affiliate of
Transferee, agreed to certain Post -Closing Obligations set forth in Article X, Sections 10.1, 10.2,
10.3, 10.4, 10.5, 10.6, 10.7 and 10.8, of the Agreement ("Post -Closing Obligations"). Transferor
and Transferee hereby acknowledge that the assignment, transfer and conveyance of the Inventory
unto Transferee, its successors and assigns, pursuant to this Bill of Sale and Assignment of Assets
is made subject to such Post -Closing Obligations and that such Post -Closing Obligations shall
survive the Closing and remain binding on Transferor and Transferee, its successors and assigns
in accordance with the terms of the Agreement.
This Bill of Sale and Assignment of Assets and the covenants and agreements herein
contained shall be binding upon Transferor, its successors and assigns, and shall inure to the benefit
of Transferee, its successors and assigns.
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IN WITNESS WHEREOF, Transferor has hereby executed this Bill of Sale and
Assignment of Assets, as of the date first above written.
"TRANSFEROR"
SOUTHERN PRODUCE DISTRIBUTORS, INC.
By,
Name: Rand St ph-1 R-s-147
Title: Chief Executivegfficer
The foregoing Bill of Sale and AssignmerAt of Assets is accepted, as or March 20 , 2019.
SOUTHEI�N PRODUCE, LLC