NCG140273_Name-Owner Change Supporting Info_20210908

BILL OF SALE
This Bill of Sale ("Bill of Sale") is executed and delivered as of August 23, 2021, by and between
Southern Concrete Materials, Inc., a North Carolina corporation ("SCM"), and Stevenson-Weir/Southern,
LLC, a North Carolina limited liability company ("NewCo").
WITNESSETH:
WHEREAS, contemporaneously with the execution and delivery of this Bill of Sale, SCM has
contributed, transferred, and conveyed to NewCo the SCM Contributed Assets (as more particularly defined
in that certain Contribution Agreement dated as of June 18, 2021 by and among the NewCo, SCM, and the
other specified parties thereto, as amended (the "Contribution Agreement"));
WHEREAS, in connection with such contribution, transfer, and conveyance of the SCM
Contributed Assets, SCM has agreed to transfer to NewCo all rights, title and interest of SCM in and to the
SCM Contributed Assets, in exchange for the consideration set forth therein.
NOW, THEREFORE, for good and valuable consideration paid or payable to SCM by NewCo
pursuant to the Contribution Agreement and in consideration of the mutual covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:
1. Assignment and Convey. SCM hereby sells, assigns, delivers, contributes, transfers,
and conveys, without representations and warranties except those set forth herein or in the Contribution
Agreement, unto NewCo, its successors and assigns, all rights, title and interest, legal or equitable, of SCM
in and to the SCM Contributed Assets, except for those SCM Contributed Assets which are listed in Exhibit
A to that certain Vehicle Bill of Sale of even date herewith between the parties hereto.
2. Controlling Agreement. This sale is in accordance with and is subject to all of the
representations, warranties, covenants and other agreements set forth in the Contribution Agreement. Any
capitalized term used but not defined herein shall have the meaning given to such term in the Contribution
Agreement.
3. Further Assurances. SCM agrees that upon request of NewCo, at any time and from time
to time, SCM will do, execute, acknowledge and deliver, or will cause to be done, executed, acknowledged
and delivered, all such further acts, bills of sale, assignments, transfers, conveyances, powers of attorney
and assurances as may be required to evidence further the sale, assignment, contribution, transfer,
conveyance and delivery of the SCM Contributed Assets to NewCo, or to aid or assist NewCo in reducing
to its possession, title to and possession of any and all of the SCM Contributed Assets sold, assigned,
transferred, conveyed and delivered hereby.
4. Warranties and Covenants. SCM warrants and covenants that it is the lawful owner of the
SCM Contributed Assets, that it has the right and title to sell the SCM Contributed Assets and that said
SCM Contributed Assets are free from all liabilities, mortgages, liens, pledges, charges or encumbrances
of any nature whatsoever except those which are permitted in accordance with the terms of the Contribution
Agreement.
5. Succession and Assignment. This Bill of Sale shall be binding upon and inure to the benefit
of the parties named herein and their respective successors and permitted assigns. No party may assign
either this Bill of Sale or any of its rights, interests, or obligations hereunder without the prior written
approval of the other parties.

6. Counterparts; Facsimile or Email Signatures. This Bill of Sale may be executed in one (1)
or more counterparts, each of which shall be deemed an original but all of which together will constitute
one and the same instrument. This Bill of Sale or any counterpart may be executed and delivered by
facsimile or email with scan attachment copies or .pdf, each of which shall be deemed an original.
7. Governing Law. This Bill of Sale shall in all aspects be governed by and construed in
accordance with the internal laws of the State of North Carolina without giving effect to any choice or
conflict of law provision or rule (whether of the State of North Carolina or any other jurisdiction) that would
cause the application of the laws of any jurisdiction other than the State of North Carolina, and the
obligations, rights and remedies of the parties hereto shall be determined in accordance with such laws.
8. Amendment. No amendment of any provision of this Bill of Sale shall be valid unless the
same shall be in writing and signed by each party hereto.
9. Headings. The paragraph headings contained in this Bill of Sale are inserted for
convenience only and shall not affect in any way the meaning or interpretation of this Bill of Sale.
10. Severability. The invalidity or unenforceability of any provision of this Bill of Sale shall
not affect the validity or enforceability of any other provisions of this Bill of Sale. In the event that any of
the provisions of this Bill of Sale shall be held by a court or other tribunal of competent jurisdiction to be
illegal, invalid or unenforceable, such provisions shall be limited or eliminated only to the minimum extent
necessary so that this Bill of Sale shall otherwise remain in full force and effect.
[Signature page to follow]

IN WITNESS WHEREOF, each of the parties hereto has caused this Bill of Sale to be signed
by its duly authorized officer as of the date first above written,
SCM:
SOUTHERN CONCRETE MATERIALS, INC.
By:
Name: KohN Bryson
Title: President
NEWCO:
STEVENSON-WEIRISOUTHERN, LLC
BY:
Name: J.M. Stuart Stevenson
Title: President
Signature Page to Bill oj.Sale (SCM)

IN WITNESS WHEREOF, each of the parties hereto has caused this Bill of Sale to be signed
by its duty authorized officer as of the date first above written.
SCM:
SOUTHERN CONCRETE MATERIALS, INC.
BY:
Name: John Bryson
Title: President
NEWCO:
STEVENSON-WEIR/SOUTHERN, LLC
By: _I Ig
Natne J.M. Stuart Stevenson
Title: resident
Signature Page to Bill of Sale (SCAM)