NCG160170_Name-Owner Change Supporting Info_11/26/2019

PURCHASE/SALE AGREEMENT
Assets: Used Asphalt Plant at Kannapolis Quarry
Date: July 16, 2019
Parties: Blythe Construction, Inc.
2911 North Graharn Street
Charlotte NC 28206
Contact: Allen Hendricks
Cell Phone: [phone]
"Seller"
NJR Group, Inc.
PO Box 924
Albemarle, NC 28002
Contact: Nathan Russell
Cell Phone: [phone]
"Buyer"
Seller hereby sells, and Buyer hereby purchases, the used asphaltplant (including all equipment, inventory,
and materials located on such used asphalt plant) as more fully described in Exhibit A, Exhibit A-1, and
Exhibit B ("Asphalt Plant") under the following terms and conditions:
ASPHALT PLANT: The Asphalt Plant is located in North Carolina on property currently leased
by Seller from Martin Marietta Materials, Inc. ("Martin Marietta") pursuant to the Lease and
,Supply Agreement dated April 5, 2010 (".Lease") attached as Exhibit C, and is more particularly
described in Exhibit A (general description, with several pictures) Exhibit A-1 (detailed
description, including all equipment, inventory, and materials located on such Asphalt Plant), and
Exhibit B (detailed itemization of "included" and "excluded" items).
2. "AS IS" CONDITION: The Asphalt Plant is used and Buyer has heretofore inspected the Asphalt
Plant to its satisfaction. Consequently, the Asphalt Plant is being sold "as is, where is," and "with
all faults, whether hidden or obvious." The Asphalt Plant shall not be dismantled or relocated in
any way by Seller. The Asphalt Plant is sold without any warranties of any kind, whether expressed
or implied, concerning its condition or functionality. THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURCHASE ARE HEREBY
DISCLAIMED.
3. INSURANCE; RISK OF LOSS: Seller shall maintain the Asphalt Plant in the same condition as
that when inspected by Buyer until closing of the transactions contemplated by this Agreement
("Closing"). Seller shall maintain casualty and liability insurance coverage on the Asphalt Plant,
and, as between Buyer and Seller, retain the risk of loss or damage, until Closing. Title, possession
and risk of loss shall pass to Buyer upon Closing.
4. PURCHASE PRICE: The purchase price for the Asphalt Plant is One Million Fifteen Thousand
Dollars ($1,015,000.00) (U.S.) (alI taxes included). The Buyer shall pay the purchase price in full
by check at Closing. At Closing, Seller shall deliver the executed Bill of Sale in the form attached
hereto as Exhibit D to the Buyer.

S. BILL OF SALE: The Seller shall transfer and convey all of its right, title and interest to the Asphalt
Plant to Buyer by executing a Bill of Sale in the form attached hereto as Exhibit D and delivering
it to the Buyer at Closing.
6. LOCATION AND PROPERTY LEASE: Buyer understands that the Asphalt Plant is located
upon property owned by Martin Marietta in accordance with a Lease and Supply Agreement dated
April 5, 2010 ("Lease") attached as Exhibit C. Martin Marietta has agreed to terminate the existing
Lease and release Seller from any obligations pursuant to the existing Lease, and Buyer and Martin
Marietta have agreed to enter a new lease wherein Buyer shall accept and assume substantially
similar rights and responsibilities included in the existing Lease as more hilly described in the
Dissolution and Release of Lease, attached as Exhibit E.
7. REPRESENTATIONS: Seller represents and warrants to Buyer that: (a) Seller is the sole and
exclusive owner of the Asphalt Plant; (b) the Asphalt Plant (including, without limitation, all
equipment, inventory, and other materials associated with such Asphalt Plant) is not subject to any
security agreement, UCC financing statement, or other liens or encumbrances of any kind or nature;
(o) the representative of Seller who executes this Agreement and the Bill of Sale has all requisite
approvals, authorization and authority to act for and on behalf of Seller; (d) this Agreement and the
Bill of Sale have been duly authorized and approved by all necessary action by Seller; and (e)
following execution and delivery of the Bill of Sale, Buyer shall be the sole and exclusive owner
of the Asphalt Plant, free and clear of all liens or encumbrances.
8. FIRST RIGIiT OF REl<USAL: To the extent Buyer contemplates selling or transferring any
interest in the Asphalt Plant purchased in connection with this Agreement within ten (10) years
following Closing to anyone other than to one of its wholly owned subsidiaries or parent company,
Buyer shall first provide Seller a first right of refusal and opportunity to purchase such interest in
this Asphalt Plant before selling or transferring such interests to another third -party buyer,
ENVIRONMENTAL AND PERMITS: Seller shall not be responsible for draining or removal
through ordinary methods any fuel, heat transfer oil, other fluids or other hazardous substances
from the Asphalt Plant and shall have no responsibility for any preparatory work or cleaning
relating to the Asphalt Plant. Effective as of Closing, Buyer assumes all responsibility and liability
of any kind or nature with respect to any environmental contamination attributable to fuel, fluids
or other hazardous substances from the Asphalt Plant at its current Iocation arising from Buyer's
operations after Closing. Effective as of Closing, Buyer shall obtain and maintain all proper permits
required for the safe and compliant operation of the Asphalt Plant and Seller shall have no
continuing obligation under any current permits. Buyer shall defend and indemnity Seller against
any claim or damage related to Buyer's operation of the Asphalt Plant after Closing.
10. NON -COMPETE; For a period of two (2) years following Closing, Buyer shall not engage in
resurfacing contracts for NCDOT resurfacing projects within the geographical limits of Cabarrus
County, North Carolina (for the avoidance of doubt, this provision does not apply to non-NCDOT
resurfacing projects).
11. OTHER: This Agreement and the attached Exhibits comprise the entire agreement of the parties.
This Agreement is for the sole and exclusive benefit of the parties hereto and their respective
successors and assigns, and no third party shall have any rights under this Agreement. The parties
agree that executed documents exchanged by hand or by c-mailed PDF shall be fully enforceable,
the same as an originally executed document. Upon request of any party, the other parties shall
promptly execute and deliver an original of a PDF document. Time shall be of the essence of this

Agreement which shall inure to the benefit of and shall be binding upon the parties hereto, and their
respective heirs, executors, administrators, successors and assigns, as the case may be. The Buyer
shall be entitled to assign this Agreement whereupon all rights and obligations of the Buyer hereby
created shall inure to the benefit of, and shall be binding upon, the assignee.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above
written.
44SELLER"
BLV THF, CONSTRUMON, JNC.
By:
Title; z G t5 Sr l Dirt/7---
"BUYER"
NJR GRoup. INc.
By:
Title:

EXHIBIT A
General Description of Asphalt Plant .
• 300 TPH Hot Mix drum plant located on leased property at 2250 China Grove Road, Kannapolis,
NC.
® All stockpiled inventoly and other materials on site.
a Lab and lab equipment.
O Plant and loadout controls.
4

EXHIBIT A -I
Detailed Description of Asphalt Plant
lncludin all a ui ment inventory, and materials located on such As halt Plant
See attached.

EXHIBIT B
Equipment List
Description
Equipment List
Manufacturer, model, detalls,number, dimension, power, ...
Year of Origin
Cold aggregate feeders
Herman Grant 5 bin
1974
Dryerdrum
Fabspec drum and rotary mixer
2001
Burner
HauckStarjet, 75 MBTU
2001
Baghouse
Astec, 53,000CFM VFD
2001
Hot mix storage
Astec 2 each 300 ton silos
2001
Recycling equipment
Astec 1 bin 20Ton system
2014
Wtunten storage
Astec 1 each horizontal 30K Gal A/C tank, Heatec 1 each vertical 35 K Gal
split A/C tank, Hazmat 1 each Vertical20K Gal #4 Diesel, Hazmat 1 each
Vertical 10K Gal #2 Diesel
1985
Control cabin electricity
Astec
1985
Control automation
PM96 plant controls w/ Libra loadout
2007
o Does not include any rolling equipment such as wheel loaders or skirt steers.

Copy of Lease and S_ _upply Agreemen#
See attached.
EXHIBIT C

Bill of Sale
This Bill of Sale is made effective as of July , 2019 by Blythe Construction, Inc. ("Seller") in favor of
NJR Group, Inc. (`Buyer").
In consideration of One Million Fifteen Thousand Dollars ($1,015,000), paid by Buyer to Seller pursuant
to the PurohaselSalc Agreement by and between Buyer and Seller dated effective as of July —, 2019
("Agreement"), Seller hereby sells, transfers, and delivers to Buyer all right, title, and interest in and to the
Asphalt Plant, including all equipment, inventory, and other materials associated with such Asphalt Plant,
as such terms are defined in the Agreement. The Asphalt Plant is sold free and clear of any liens, in a used
condition, and is sold in an "AS IS WHERE IS" condition, with all faults. Buyer affirms that Seller makes
no warranty that the Asphalt Plant is fit for any particular purpose and that there are no representations or
warranties, express, implied, or statutory. There shall be no disassembly or relocation of the Asphalt Plant
by Seller. Buyer has inspected the Asphalt Plant, verified the description of the Asphalt Plant as described
in the Agreement, and accepts the Asphalt Plant in its current condition, with all faults.
Seller for itself, its successors and assigns, hereby covenants and agrees that, at any time and from time to
time on Buyer's written request, Seller will do, execute, acknowledge and deliver or cause to be done,
executed, acknowledged and delivered, all such further acts, deeds, assignments, transfers, conveyances,
powers of attorney and assurances as may be reasonably required in order to assign, transfer, set over,
convey, assure and confirm unto and vest in Buyer, its successors and assigns, title to the assets sold,
conveyed and transferred by this Bill of Sale. This Bill of Sale incorporates by reference all of the terms
of the Agreement, as if each term was fully set forth herein. In the event of conflict between the terms of
the Agreement and the terans of this Bill of Sale, the terms of the Agreement govern and control,
IN WITNESS WHEREOF, the parties have executed this Bill of Sale as of the day and year first above
written,
SELLER:
Blythe Construction, Inc.
2911 North Graham Street
Charlotte NC 28206
f
By:
Title:
BUYER:
NJR Group, Inc,
PO Box 924
Albemarle, NC 28002