NCG190064_Name-Owner Change Supporting Info_20200708

BILL OF SALE
MADE as of this 26th day of June, 2020, by and between Bennett Brothers Yachts, Inc. a
Delaware Corporation ("Seller") and OTH Service NC, LLC, a North Carolina limited liability
company ("Buyer").
WITNESSETH:
WHEREAS, Buyer desires to acquire from Seller, and Seller is willing to sell and transfer
to Buyer, certain assets of Seller upon the terms and conditions as forth herein; and
WHEREAS, Jason Ruegg and Seller did enter into an Asset Purchase Agreement dated
January 24, 2020, as amended, which was assigned to Buyer by Jason Ruegg ("Agreement") in
which the Buyer did agree to purchase from Seller, and Seller agreed to transfer to Buyer, all assets
and properties of Seller of every kind and description used by Seller in connection with the
operations of Seller's Business located at 1701 N. J.E.L. Wade Drive in Wilmington, North
Carolina, as defined in the Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants herein
contained and payment by Buyer to Seller of the consideration set forth in the Agreement and other
good and valuable consideration, the receipt and legal sufficiency of which are hereby
acknowledged, the parties, intending to be legally bound, hereby agree as follows:
Seller does hereby sell, grant, bargain, convey, transfer, assign and deliver unto Buyer, its
successors and assigns, substantially all of the assets used in connection with Business (collectively,
the "Assets"), including without limitation:
(i) All tangible personal property used in connection with the Business;
(ii) All rights and incidents of interest of Seller in and to all contracts, leases,
inventories, accounts receivable, intellectual property, permits, records, goodwill and other
agreements gathered or entered into by Seller and properly belonging to the Business;
(iii) All assets located at 1701 N. J.E.L. Wade Drive, Wilmington, NC 28401, including
without limitation those on the attached Exhibit A, used or useful to the operation of the Business;
(iv) All warranty or other contract claims (implied, express or otherwise), now existing
or which may arise in the future which apply to any of the transferred assets of the Business; and
(v) All other assets of any kind or description, as set out in the Agreement.
Seller hereby represents and warrants to Buyer that Seller holds good and marketable title
to the Assets free and clear of all liens, claims, encumbrances or security interests. There are no
other obligations whatsoever owed to third parties with respect to the Assets, and Seller does not
require the consent of any other person to transfer the Assets to Buyer.
This Bill of Sale is made under and pursuant to the terms of that certain Agreement dated
January 24, 2020, by and among Seller and Buyer. The terms, covenants and understandings of

the Agreement are incorporated herein by reference.
This Bill of Sale shall be binding upon the parties hereto, and their respective heirs,
personal representatives, successors and assigns, and shall be construed and enforced in accordance
with and governed by the laws of the State of North Carolina.
IN WITNESS WHEREOF, the parties have executed this Bill of Sale on the day and in the
year above written.
SELLER:
2
BUYER:
OTH Service NC, LLC
By: Jason Ruegg
Title:

the Agreement are incorporated herein by reference.
This Bill of Sale shall be binding upon the parties hereto, and their respective heirs,
personal representatives, successors and assigns, and shalt be construed and enforced in accordance
with and governed by the laws of the State of North Carolina.
IN WITNESS WHEREOF, the parties have executed this Bill of Sale on the day and in the
year above written.
SELLER:
Bennett Brothers Yachts, Inc.
By: Patricia Bennett
Title: President
BUYER:
OTH Se rv' C, LLC
By. ason Ruegg
Title:

EXHIBIT A
All machinery, equipment, furniture, fixtures, office equipment, supplies,
materials, displays and sales aids, and other items of tangible personal property
of every kind owned by Seller and used in connection with the its Business,
including, including but not limited to a travel lift and tractor, inventory and
parts.