NCG081009_Name-Owner Change Supporting Info_20231013

BILL OF SALE, ASSIGNMENT, AND ASSUMPTION AGREEMENT
This BILL OF SALE, ASSIGNMENT, AND ASSUMPTION AGREEMENT
(this "Bill of Sale") is made and entered into as of September 1, 2023 (the "Effective Date"), by
and between SOUTHEAST UTILITY TRAILER, LLC, a Georgia limited liability company
("Purchaser"), and C.R.T.S., INC., a North Carolina corporation("Seller").
WHEREAS, Seller is currently engaged in the business of the sale and repair of trailers and
trailer parts, and related products and services(the "Business"); and
WHEREAS, Purchaser desires to purchase from Seller, and Seller desires to sell to
Purchaser, certain assets used in the Business, which assets are owned by Seller, upon the terms
and conditions of the Purchase Agreement(as defined below) and this Bill of Sale;
NOW, THEREFORE, in consideration of the recitals, the mutual representations,
warranties, covenants and agreements set forth herein, and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be
legally bound, Purchaser and Seller hereby agree as follows:
1. Definitions. Capitalized terms used but not defined herein shall have the meanings
assigned to them in that certain Asset Purchase Agreement by and between Purchaser and Seller
dated as of the date hereof(the"Purchase Agreement").
2. Purchased Assets. Seller hereby sells, conveys, transfers, assigns, and delivers
to Purchaser the Purchased Assets free and clear of all Liens, except for Permitted Liens, and
Purchaser hereby purchases and accepts from Seller on the terms and conditions set forth in the
Purchase Agreement,all of the rights,title and interests in such Purchased Assets as of the Effective
Date.
3. Assumed Liabilities. Purchaser hereby assumes and agrees to fully pay,discharge,
satisfy and perform when due only the Assumed Liabilities as defined in the Purchase Agreement.
The Assumed Liabilities shall not include, and Purchaser shall not assume or become responsible
for, any Retained Liabilities as defined in the Purchase Agreement.
4. Terms of the Purchase Agreement. This Bill of Sale is made, executed, and
delivered pursuant to the Purchase Agreement, and is subject to all of the terms, provisions, and
conditions thereof. The terms of the Purchase Agreement, including, but not limited to, the
representations, warranties, covenants, agreements, and indemnities set forth therein, are
incorporated herein by this reference. The parties hereto acknowledge and agree that the
representations, warranties, covenants, agreements and indemnities contained in the Purchase
Agreement shall not be superseded,changed,amended,extended or altered hereby but shall 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 shall govern.
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5. Further Acts and Assurances. Seller shall, at any time and from time to time at
and after the Closing, upon the written request of Purchaser and without additional consideration,
take any and all steps reasonably necessary to place Purchaser in possession and operating control
of the Purchased Assets, and Seller will do, execute, acknowledge and deliver, or will cause to be
done, executed, acknowledged and delivered, all such further acts, deeds, assignments, transfers,
conveyances and assurances as may be reasonably required for the more effective transferring and
confirming to Purchaser of any or all of the Purchased Assets.
6. Attorney in Fact. Seller hereby constitutes and appoints Purchaser and its
successors and assigns as the true and lawful attorney in fact of Seller solely in connection
with the transactions contemplated by this instrument, with full power of substitution, in the
name of and stead of Seller, but on behalf of and for the benefit of Purchaser and its successors
and assigns, to demand and receive any and all of the Purchased Assets hereby conveyed,
assigned, and transferred, or intended so to be, and to give receipts and releases for and in
respect of the same and any part thereof, and from time to time to institute and prosecute, in
the name of Seller or otherwise, for the benefit of Purchaser or its successors and assigns,
proceedings at law, in equity, or otherwise, which Purchaser or its successors or assigns
reasonably deem proper in order to collect or reduce to possession the Purchased Assets, and
to do all acts and things in relation to the Purchased Assets which Purchaser or its successors
or assigns reasonably deem desirable.
7. Counterparts. This Bill of Sale may be executed in counterparts, each of which
shall be deemed an original, but all of which together shall be deemed to be one and the same
Bill of Sale. A signed copy of this Bill of Sale delivered by facsimile, email or other means of
electronic transmission shall be deemed to have the same legal effect as delivery of an original
signed copy of this Bill of Sale.
(Signature Pages Follow)
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IN WITNESS WHEREOF,the parties hereto have caused this Bill of Sale to be executed
as of the date first written above.
SELLER:
C.R.T.S.,INC.,
a North Carolina corporation
Name:Mark Taylo
Title:President
•
[Signature Page to Bill of Sale]

PURCHASER:
SOUTHEAST UTILITY TRAILER,LLC,
a Georgia limited liability company
By: 77/
Mark Beecher, Manager
[Signature Page to Bill of Sale]