NCG190007_Name-Owner Change Supporting Info_20210624

BILL OF SALE/ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS BILL OF SALE/ASSIGNMENT AND ASSUMPTION AGREEMENT (this
"Bill of Sale/Assignment and Assumption") is made and entered into as of May 26, 2021 by and
between White River Marine Group, LLC, a Missouri limited liability company ("Purchaser"),
Hatteras/Cabo Yachts, LLC, a Delaware limited liability company ("HCY") and Navis HCY Real
Estate, LLC, a Delaware limited liability company ("HCY RE" and, together with HCY, the
"Sellers').
WHEREAS, Purchaser, Sellers and the equity interest holders of Sellers listed on the
signature pages thereto, are parties to that certain Asset Purchase Agreement, dated as of May 14,
2021 (the "Purchase Agreement"); and
WHEREAS, this Bill of Sale/Assignment and Assumption is contemplated by the
Purchase Agreement.
NOW, THEREFORE, for and in consideration of the premises and the mutual covenants
contained herein, and for other good and valuable consideration, the receipt, adequacy and legal
sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:
1. Capitalized Terms. Capitalized terms used but not defined herein have the
meanings ascribed to such terms in the Purchase Agreement.
2. Bill of Sale, Assignment and Assumption. Effective as of the Closing, Sellers
hereby (a) sell, convey, transfer, assign and deliver (collectively, the "Assignment') to Purchaser,
free and clear of all Liens other than Permitted Liens, all right, title and interest in and to the Assets
(including the Sellers's Real Property), and (b) assign, transfer and deliver to Purchaser the
Assumed Liabilities. Purchaser hereby accepts the Assignment and assumes the Assumed
Liabilities, subject, in all cases, to the terms and conditions set forth in the Purchase Agreement.
3. Excluded Liabilities. It is not the intention of either Sellers or Purchaser that the
assumption by Purchaser of the Assumed Liabilities will in any way enlarge the rights of any third
parties relating thereto. Purchaser does not, and will not by assumption of the Assumed Liabilities
or the acceptance of this Bill of Sale/Assignment and Assumption, assume any Excluded Assets,
and the parties hereto agree that all such Excluded Assets and Excluded Liabilities will remain the
sole responsibility of Sellers as set forth in the Purchase Agreement.
4. Terms of the Purchase Agreement. This Bill of Sale/Assignment and Assumption
is made subject to the terms of the Purchase Agreement, which terms are incorporated herein by
this reference. Sellers acknowledges and agree that the representations, warranties, covenants and
agreements contained in the Purchase Agreement will not be superseded hereby but will remain in
full force and effect to the full extent provided therein. In the event of any conflict or inconsistency
between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase
Agreement will govern.
5. Further Actions. Each of the parties hereto covenants and agrees, at its own
expense, to execute and deliver such further instruments of transfer and assignment and to take

such other action as such other party may reasonably request to more effectively consummate the
assignments and assumptions contemplated by this Bill of Sale/Assignment and Assumption.
6. Binding Effect. This Bill of Sale/Assignment and Assumption will be binding upon
and will inure to the benefit of the parties hereto and their respective successors and permitted
assigns. Neither party may assign its rights or obligations hereunder without the prior written
consent of the other party, which consent will not be unreasonably withheld or delayed. No
assignment will relieve the assigning party of any of its obligations hereunder.
7. No Third Party Beneficiaries. This Bill of Sale/Assignment and Assumption is for
the sole benefit of the parties hereto and their respective successors and permitted assigns, and
nothing herein, express or implied, is intended to or will confer upon any other person or entity
any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this
Bill of Sale/Assignment and Assumption.
8. Controlling Law. This Bill of Sale/Assignment and Assumption will be governed
by and construed in accordance with the internal laws of the State of Delaware (regardless of the
laws that might otherwise govern under applicable principles of conflicts of laws thereof).
9. Counterparts. This Bill of Sale/Assignment and Assumption may be executed in
counterparts, each of which will be deemed an original, but all of which will constitute one and
the same agreement. Delivery of an executed counterpart of a signature page to this Bill of
Sale/Assignment and Assumption by facsimile or e-mail transmission will be as effective as
delivery of a manually executed counterpart of this Bill of Sale/Assignment and Assumption.
[Signature page follows]
2

IN WITNESS WHEREOF, intending to be legally bound hereby, the parties hereto have
executed this B i I I of SalelAssignment and Assumption as of the date first above written.
PURCHASER:
WHITE RIVER MARINE GROUP, LLC
By:
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Name: VhiRinancieal
ali5Zwski
Title: COffieer
[Signatures continue on following page]

DocuSign Envelope ID: 726C1324-2DCA-42C3-B479-788D8347C1 B5
SELLERS:
HATTERAS/CABO YACHTS, LLC
DoeuSigned by:
By: F�
Name: Gary S. Smith
Its: Chief Executive Officer
NAVIS HCY REAL ESTATE, LLC
DoeuSigned by:
By: Iw
OO66EDD46636d33 .
Name: Raymond C. French
Its: Authorized Person
[Signature Page to Bill of Sale/Assignment and Assumption Agreement]