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#3084 BOS USTS, ETC. {3339431.DOCX:} 1
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<br />BILL OF SALE
<br />(#3084, Tracy Truck Stop located at 3940 N. Tracy Blvd. Tracy, CA 95304)
<br />THIS BILL OF SALE (this “Bill of Sale”), dated as of October 4, 2022, for reference
<br />purposes only, is entered into by and among H&S ENERGY, LLC, a California limited liability
<br />company (“Buyer”), and C.D. & R’s OIL INC., a California corporation and Davinder K. Jutla, an
<br />individual (collectively, “Seller”). Buyer and Seller may be referred to herein collectively as the
<br />“Parties,” and each individually as a “Party.” Capitalized terms used but not otherwise defined
<br />herein shall have the meanings ascribed to such terms in the Purchase Agreement (as defined
<br />below).
<br />RECITALS
<br />WHEREAS, this Bill of Sale is being executed and delivered in accordance with that
<br />certain Purchase and Sale Agreement, dated as of May 20, 2022 by and among the Parties and the
<br />other parties thereto (the “Purchase Agreement”); and
<br />WHEREAS, pursuant to the Purchase Agreement, Seller has agreed to sell, assign, transfer
<br />and convey to Buyer, and Buyer has agreed to purchase and acquire from such Seller, the Assets
<br />set forth on Exhibit A attached hereto (the “Subject Assets”). for the following property: 3940 N.
<br />Tracy Blvd., Tracy, CA 95304 (the “Tracy Truck Stop”) (the “Location”.)
<br />NOW, THEREFORE, for and in consideration of the mutual promises contained herein
<br />and in the Purchase Agreement, the benefits to be derived by each Party hereunder and under the
<br />Purchase Agreement, and other good and valuable consideration, the receipt and suffi ciency of
<br />which are hereby acknowledged, the Parties agree as follows:
<br />AGREEMENTS
<br />1. Effective Date. This Agreement shall not become or otherwise be deemed effective
<br />unless and until the Closing of Buyer’s and Buyer’s affiliate, H&S Energy Products, LLC’s
<br />acquisition of the Assets and the Location pursuant to the Purchase Agreement (the “Effective
<br />Date”).
<br />2. Sale and Assignment of the Subject Assets. Seller hereby sells, assigns, transfers
<br />and conveys to Buyer, and Buyer hereby purchases and acquires from such Seller, all right, title
<br />and interest of such Seller in, to and under the Subject Assets as indicated in Exhibit A, effective
<br />as of the Effective Date.
<br />3. Assumption of Certain Assumed Liabilities with respect to the Subject Assets.
<br />Buyer hereby assumes and agrees to pay, discharge and perform when due all of the Assumed
<br />Liabilities relating to, or arising out of, directly or indirectly, the Subject Assets as indicated in
<br />Exhibit A, effective as of the Effective Date. For the avoidance of doubt, Buyer does not assume,
<br />and shall not be liable or responsible for any other Liabilities of Seller other than as set forth in a
<br />separate bill of sale, assignment and assumption agreement or similar document entered into by
<br />Buyer and Seller(s) pursuant to the Purchase Agreement.
<br />DocuSign Envelope ID: 2AC364D3-ECF2-42AA-B462-AA67F50CF6F3
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