NCG100084_Name-Owner Change Supporting Info_20210408

BILL OF SALE
THIS BILL OF SALE (this "Bill of Sale") is effective as of March 1, 2021 by Wayne Auto
Salvage, Inc., a North Carolina corporation ("Seller"), in favor of Aesop of North Carolina, LLC, a
Delaware limited liability company ("Buyer").
RECITALS
A. Seller and Buyer are parties to that certain Asset Purchase Agreement, effective as of
March 1, 2021 (the "Purchase Agreement"), providing for, among other things, the purchase by Buyer of
the Purchased Assets (as defined in the Purchase Agreement), including, without limitation, the assets set
forth on Schedule A hereto, from Seller.
B. This Bill of Sale is being executed to evidence and effect the sale, transfer, assignment,
conveyance and delivery of the Purchased Assets to Buyer in accordance with the terms of the Purchase
Agreement.
C. Capitalized terms used and not defined herein shall have the respective meanings
ascribed thereto in the Purchase Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, and pursuant to the terms and conditions of the Purchase Agreement, Seller
does hereby agree with Buyer as follows:
1. Bill of Sale from Seller. Seller hereby irrevocably sells, transfers, assigns, conveys and
delivers to the Buyer in accordance with the terms and conditions of the Purchase Agreement, all of
Seller's right, title and interest in and to the Purchased Assets.
2. Retained Assets. The Purchased Assets shall not include, and Buyer shall not purchase or
acquire or otherwise obtain, any right, title or interest in, to or under any Retained Asset.
3. Binding Effect. All such Purchased Assets transferred pursuant to Section 1 of this Bill of
Sale are hereby transferred, or intended so to be, unto Buyer and unto Buyer's successors and assigns
forever, and this Bill of Sale shall be binding on Seller and Seller's successors and assigns.
4. Further Assurances. From and after the Closing Date, at the request of Buyer, Seller shall
execute and deliver or cause to be executed and delivered to Buyer such other agreements or instruments
of transfer and assignment in addition to those required by this Bill of Sale, and take such other actions as
Buyer may reasonably request in order to implement the transactions contemplated by this Bill of Sale.
5. No Waiver or Modification: Subject to Purchase Agreement. Nothing contained in this
Bill of Sale shall be construed as a waiver of or limitation upon any of the rights or remedies of the parties
hereto as set forth in, or arising in connection with, the Purchase Agreement, or any instrument or
document delivered by the parties hereto pursuant to the Purchase Agreement. This Bill of Sale is not
intended to create any broader obligations of the parties hereto than those contemplated in the Purchase
Agreement, and in the event of any ambiguity or conflict between the terms hereof and the Purchase
Agreement, the terms of the Purchase Agreement shall be governing and controlling. Neither this Bill of
Sale nor any term hereof may be changed, waived, discharged or terminated other than by an instrument
in writing signed by Seller and Buyer. This Bill of Sale is subject to all of the representations, warranties,
covenants, exclusions, indemnities, conditions and limitations set forth in the Purchase Agreement, all of
which are incorporated herein by reference.
NAI-15161829120

6. Headings. The headings contained in this Bill of Sale are included for purposes of
convenience only, and will not affect the meaning or interpretation of this Bill of Sale.
7. Severability. If any provision of this Agreement or the application of any provision
hereof to any party or circumstance shall, to any extent, be adjudged invalid or unenforceable, the
application of the remainder of such provision to such party or circumstance, the application of such
provision to other parties or circumstances, and the application of the remainder of this Agreement shall
not be affected thereby.
8. Governing Law. This Bill of Sale shall be governed by and construed and enforced in
accordance with the laws of the State of Delaware without regard to principles of conflicts of laws.
9. Counterparts. This Bill of Sale may be executed in one or more counterparts (including
facsimile or other electronically transmitted counterparts), each of which will be deemed an original, but
all of which together will constitute one and the same instrument.
[Signature Page Follows]
NAI-15161829120

IN WITNESS WHEREOF, the parties have caused this Bill of Sale to be executed as of the day
and year first above written.
AESOP OF NORTH CAROLINA, LLC
By:
Name: Fraser Preston
Title: Authorized Signatory
WAYNE AUTO SALVAGE, INC.
Name: Dale W. Bevell
Title: President
[Signature Page to Bill of Sale (Seller)]
NAI-1516182912

IN WITNESS WHEREOF, the parties have caused this Bill of Sale to be executed as of the day
and year first above written.
AESOP OF NORTH CAROLINA, LLC
Name: Fraser Preston
Title: Authorized Signatory
WAYNE AUTO SALV,)rGE, INC.
0
Narri"- ale W. Bevell
Title: President
[Signature Page to Bill of Sale (Seller)]
NA1-1516182912

Schedule A
1. State of North Carolina Department of Environmental Quality Division of Energy, Mineral and
Land Resources General Permit No. NCG10000 to Discharge Stormwater under the National
Pollutant Discharge Elimination System for Establishments Primarily Engaged in Use Motor
Vehicle Parts and Automobile Wrecking for Scrap
State of North Carolina Department of Transportation Junkyard Control Annual Permit (Permit
No. 096-02)
NAI-1516182912v3