NCG020747_Name-Owner Change Supporting Info_20230123

BILL OF SALE
This Bill of Sale (this "Bill of Sale") is made effective as of the 131h day of January, 2023, from
Mathis Quarries, Inc., a North Carolina corporation ("Seller"), to BWI ETN LLC, a Delaware limited
liability company ("Buyer"), pursuant to that certain Asset Purchase Agreement (the "Purchase
Agreement"), dated as of the date hereof, by and among Buyer, Seller and Bart C. Mathis, the sole direct
or indirect individual equityholder of Seller. Capitalized terms not otherwise defined in this Bill of Sale
shall have the meanings assigned to such terms in the Purchase Agreement.
In consideration of the covenants and agreements contained herein and in the Purchase Agreement,
and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Seller hereby agrees as follows:
Upon the terms and subject to the conditions of the Purchase Agreement, Seller does hereby
absolutely, unconditionally and irrevocably sell, transfer, assign, convey and deliver unto Buyer, its
successors and permitted assigns, all of Seller's legal and beneficial right, title and interest of any kind or
character, whether or not such rights are now existing or come into existence hereafter, and whether or not
such rights are now known, recognized or contemplated, in and to all of the Purchased Assets and any and
all goodwill associated with the foregoing, including, without limitation, the motor vehicles listed on
Attachment A hereto, TO HAVE AND TO HOLD, forever, free and clear of any and all Liens (other than
Permitted Exceptions). No right, title or interest in the Purchased Assets is reserved to, or retained by,
Seller. Notwithstanding anything to the contrary in this Bill of Sale, nothing in this Bill of Sale is meant to
sell, transfer, assign, convey, or deliver unto Buyer Seller's right, title or interest in any Excluded Asset and
Seller shall retain all of Seller's right, title and interest to, in and under the Excluded Assets.
The terms of the Purchase Agreement, including, but not limited to, Seller's representations,
warranties, covenants, agreements or indemnities relating to the Purchased Assets, are incorporated herm
by this reference. Nothing contained in this Bill of Sale shall be deemedto supersede, alter, enhance, enlarge
or diminish any of the representations, warranties, covenants, agreements and indemnities of Seller
contained in the Purchase Agreement, which shall remain in full force and effect to the full extent provided
in the Purchase Agreement. In the event of any inconsistency between this Bill of Sale and the Purchase
Agreement, the Purchase Agreement shall control.
Seller covenants and agrees to warrant and reasonably defend the sale, transfer, assignment,
conveyance and delivery of the Purchased Assets hereby made against all persons whomsoever, to take all
steps reasonably necessary to establish the record of Buyer's title to the Purchased Assets and, at the
reasonable request of Buyer, to execute and deliver all such further instruments of transfer and assignment
and take such other action as Buyer may reasonably request to more effectively transfer and assign to and
vest in Buyer each of the Purchased Assets.
This Bill of Sale shall be governed by and construed in accordance with the internal substantive
Laws of the State of North Carolina, irrespective of conflict of laws principles.
Seller agrees to take such actions and use such efforts as contemplated in the Purchase Agreement
in order to fully consummate the sale, transfer, assignment, conveyance and delivery of the Purchased
Assets set forth in this Bill of Sale.
This Bill of Sale shall not be modified or amended except by a written instrument signed by Seller
and Buyer. This Bill of Sale shall bebinding upon Seller and its respective successors and permitted assigns
and shall inure to the benefit of Buyer and its respective successors and permitted assigns. No assignment
of this Bill of Sale or of any rights or obligations hereunder may be made by Seller (by operation of law or
otherwise) without the prior written consent of Buyer, and any attempted assignment without the required

consents shall be null and void ab initio. Buyer may assign any or all rights under this Bill of Sale to any
Affiliate of Buyer now in, or hereinafter to come into, existence, any Person from which it has borrowed
money or any Person to which Buyer or any of its Affiliates proposes to sell all or substantially all of the
Purchased Assets; provide d, however, that any such assignment by Buyer will not relieve Buyer of its
obligations under this Bill of Sale or the Purchase Agreement (including, without limitation, Buyer's
indemnification obligations to Seller or Buyer's obligations with respect to the Deferred Payments). Upon
any such permitted assignment, the references in this Bill of Sale to Buyer shall also apply to any such
assignee unless the context otherwise requires.
This Bill of Sale may be executed in one or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument. This Bill of Sale may be
executed and delivered by facsimile, portable document format (PDF) or e-mail transmission (including
any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign corn)
and, upon such delivery, the facsimile, PDF or e-mail shall be deemed to have the same effect as if the
original signature had been delivered to Buyer.
[SIGNATURE PAGES FOLLOW]
2

IN FITNESS WHEREOF, Seller has caused this Bill of Sale to be executed by the undersigned
as of the date first above written.
SELLER:
MATHIS QUARRIES, INC.
By: 1
Name: Bart C. Mathis
Title: President
STATE OF Nvr�H C.rd ! iklo-
COUNTY OF lnli I k65
Before me, p6 U' oa � K 5 , on this day personally appeared Bart C. Mathis,
known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to
me that the same was the act of MATHIS QUARRIES, INC., and that he executed the same on behalf of
said corporation for the purposes and consideration therein expressed, and in the capacity therein stated.
Given my hand and seal of office this 5+ � day of January, 2023.
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Attachment A
Specified Motor Vehicles
Year
Model
Make
Body
VIN
Title Number
2012
Water
Truck
INTL
TN
1HTMSAZR7CH102309
K7054586 (LA)
2015
F-150
Ford
TK
IFTEWIE86FFC69537
775462152710217