NCG100008_Name-Owner Change Legal Doc_20221005

Execution Version
BILL OF SALE
THIS BILL OF SALE (this "Bill of Sale") is effective as of May 18, 2022, by Lewisville Motor
Company, Inc., a North Carolina corporation ("Seller"), in favor of Aesop of North Carolina, LLC, a
Delaware limited liability company ("Bum").
RECITALS
A. Seller, Buyer, and Marty L. Myers, an individual, are parties to that certain Asset
Purchase and Contribution Agreement, effective as of the date hereof (the "Purchase Agreement"),
providing for, among other things, the (i) purchase by Buyer of the Purchased Assets (as defined in the
Purchase Agreement) and (ii) purchase or contribution, as applicable, by Buyer of the Purchased
Goodwill (as defined in the Purchase Agreement), 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 and the purchase or contribution of the Purchased
Goodwill 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 and the Purchased Goodwill.
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. BindingEffect. ffect. All such Purchased Assets and Purchased Goodwill 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. This Bill of Sale is expressly subject to the terms and
conditions of the Purchase Agreement.
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]
2

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
0
Name: Thomas M. Denton
Title: Authorized Officer
LEWISVILLE MOTOR COMPANY, INC.
an
Name: Marty L. Myers
Title: President
Marty L. Myers
[Signature Page to Bill of Sale]

IN WITNESS WIIEREOF, 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
M
Name: Thomas M. Denton
Title: Authorized Officer
LEWISVILLE MOTOR COMPANY, INC.
By:
Name: Mar ers
Title: President
[Signature Page to Bill of Sale]