NCG030401_Asset of Purchase with Deed_20220325

DocuSign Envelope ID: 017368E4-9207-418B-8C46-E9F049E786F7
ASSET PURCHASE AGREEMENT
By and Between
HERCULES STEEL COMPANY, INCORPORATED., AS SELLER;
SELLER'S PRINCIPAL OFFICER, Lynn B. Jourden;
and
STEELFAB OF VIRGINIA, INC., AS BUYER
Dated Effective: October 1 , 2021
EXECUTION VERSION

DocuSign Envelope ID: 017368E4-9207-418B-8C46-E9F049E786F7
ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT (including its schedules and exhibits, this
"Agreement") dated as of October 1 , 2021 (the "Effective Date") by and among Steelfab of
Virginia, Inc., a Virginia corporation ("Buyer"), Hercules Steel Company, Incorporated., a North
Carolina corporation ("Seller"), and Seller's principal officer , Lynn B. Jourden ("Principal" and
collectively with Seller, the "Seller Parties").
Seller is engaged in the business of fabricating structural steel for commercial and industrial
products and providing other related products, services, and business lines (the "Business") from Seller's
plant located in Fayetteville, North Carolina (the plant, buildings, and real property thereunder is,
collectively, the "Facility"). Seller and Buyer have entered into this Agreement in order to set forth the
terms and conditions upon which Buyer will purchase from Seller, and Seller will sell to Buyer, certain
assets used or useful in the conduct of the Business. Now, therefore, the parties agree as follows:
ARTICLE I.
In addition to the terms defined in Sections 7.1 and 9.1(b), the following capitalized terms are
defined in the following Sections of this Agreement:
Assumed Contracts...................................................... 8.5
Acquired Asset.........................................................2.1(a)
Agreement............................................................
Recitals
Assignment and Assumption Agreement ................
2.4(b)
Bill of Sale..............................................................
2.4(b)
Business...............................................................
Recitals
Buyer....................................................................
Recitals
Cap..........................................................................
7.5(b)
Claim........................................................................
7.4(a)
Closing.....................................................................2.4(a)
ClosingDate............................................................2.4(a)
Closing Time...........................................................2.4(a)
Contracts......................................................................
8.5
CustomerList...............................................................
8.5
Customers....................................................................
8.5
Deductible................................................................
7.5 (a)
Deed........................................................................
2.4(b)
Effective Date ......................................................
Recitals
Excluded Assets ......................................................
2.1(b)
Excluded Liabilities.....................................................
2.3
Fabrication Finishing Agreement ...............................
8.5
Facility.................................................................
Recitals
Facility Sellers.........................................................2.1(c)
Fundamental Claims................................................7.5(a)
Indemnified Party....................................................7.4(a)
Indemnifying Party..................................................7.4(a)
IP Assignment.........................................................
2.4(b)
Lien..........................................................................2.1(a)
Licenses and Permits ...................................................
6.5
PayoffAmount.............................................................
2.2
Principal...............................................................
Recitals
EXECUTION VERSION

DocuSign Envelope ID: 017368E4-9207-418B-8C46-E9F049E786F7
Purchased Assets......................................................2.1(c)
Purchase Price..............................................................2.2
Real Estate Purchase Agreement.............................2.1(c)
Seller....................................................................
Recitals
Seller Parties........................................................
Recitals
Seller Receivables........................................................
8.8
Third -Party Claim....................................................7.4(a)
Transaction Documents ..........................................
2.4(b)
Transactions.............................................................2.4(a)
VendorList..................................................................
8.5
Vendors........................................................................
8.5
WIP.........................................................................
2.1(b)
ARTICLE II.
PURCHASE OF AND SALE OF ASSETS
2.1 Purchase and Sale of Acquired Assets.
(a) Purchase of Acquired Assets. On the terms and subject to the conditions set forth in this
Agreement, and in reliance upon the representations, warranties, and covenants set forth herein, Buyer will
purchase from Seller, and Seller will sell, assign, transfer, and deliver to Buyer, free and clear of any and
all liabilities, pledges, liens, obligations, claims, charges, tenancies, security interests, exceptions or
encumbrances whatsoever (except for any Assumed Contracts) (collectively, the "Liens"), all right, title,
and interest in and to all of the assets, rights, and properties of Seller used in the day-to-day operation of
the Business (collectively, the "Acquired Assets"), including all of Seller's right, title, and interest in the
assets listed in Schedule 2.1(a) and all of the following assets:
(i) All manufacturing and fabrication equipment, furniture, fixtures, office equipment,
computers, vehicles, rolling stock, inventory, supplies, customer lists, and other personal property;
(ii) All rights under any permits or licenses necessary or useful in connection with the
operation of the Business;
(iii) All rights under the Assumed Contracts, if any;
(iv) All goodwill associated with the Business and other Acquired Assets; and
(v) Copies of all books and records relating to the Business, its employees, or the other
Acquired Assets.
(b) Excluded Assets. Notwithstanding anything to the contrary herein, the Acquired Assets
will not include, and Seller will retain, Seller's cash, bank accounts, work in progress inventory ("WIP"),
accounts receivable, retainage, deposits, employee receivables, officer receivables, and such other
miscellaneous nonmaterial assets as will be mutually agreed upon, in writing, by the parties prior to the
Closing, including those assets listed on Schedule 2.1(b) (the "Excluded Assets").
(c) The Facility. Buyer is purchasing the Facility from Seller or Seller's affiliates on or at the
Closing pursuant to that certain real estate purchase agreement (the "Real Estate Purchase Agreement") by
and between Buyer, as purchaser, and Seller and/or Seller's affiliates, as sellers (collectively, the "Facility
Sellers"), the terms of which are hereby incorporated by reference. References in this Agreement to the
"Purchased Assets" refer, collectively, to the Facility and the Acquired Assets.

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2.2 Purchase Price. Subject to pricing adjustments and the other provisions herein, the "Purchase
Price" for the Acquired Assets will be $924,200.00, comprised of $919,200.00 for the Acquired Assets, and
$5,000.00 for Principle's covenants not to compete set forth in Article IX. The total Purchase Price will be
paid in cash to Company at Closing and allocated for the purchase of the Acquired Assets in accordance
with Schedule 2.2. With respect to any Liens on the Acquired Assets at Closing, Buyer may at its option
either pay to the lien holder(s) from, and to the extent of, the cash portion of the Purchase Price payable to
Company at the Closing of any amounts necessary to fully satisfy such Liens (the "Payoff Amount") or
assume such Lien with a corresponding reduction in the Purchase Price payment to Company.
2.3 No Liabilities Assumed. Except for any obligation that relates to performance of an Assumed
Contract on or after the Closing Date and only to the extent that such do not arise out of or relate to any
breach or violation of any of the terms of the Assumed Contract or tort committed in connection with the
attempted performance under such Assumed Contract occurring prior to or existing on the Closing Date,
Buyer will not assume, and will not be deemed by anything contained in this Agreement to have assumed,
any liabilities or obligations of Seller, including, any of the following (collectively, the "Excluded
Liabilities"): (a) any liability for any federal, state or local taxes, state or local property taxes or other taxes
of any kind or description, including for any transfer taxes due with respect to the transfer of the Purchased
Assets to Buyer, which will be the sole responsibility of Seller; (b) any accrued or other liability to Seller's
employees, including any liability for contributions or payments to be made under any employee benefit
plan maintained for the employees of Seller who are participants therein or liabilities related to vacation,
sick, or other leave accruing prior to Closing; (c) any liability or obligation (contingent or otherwise) arising
out of any litigation relating to the Business as conducted prior to the Closing Time; (d) any liability or
obligation arising out of defects in, or damages to, persons or property arising out of defects in goods or
services sold by Seller, including warranty claims, all with respect to work performed by Seller prior to
Closing; and (e) any other liabilities or obligations of Seller, including any fabrication or steel erection
liability incurred or existing before the Closing Time. Without limiting the foregoing, Buyer will have the
right to pay all of Seller's mortgage and line of credit balances at or before Closing, and any such payoffs
will be considered part of the Payoff Amount with a corresponding reduction to the Purchase Price payable
to Seller at Closing.
2.4 The Closing.
(a) Time and Place. Upon the occurrence of the condition precedent of successfully
completing the closing of the Real Estate Purchase Agreement for the Facility, the closing (the "Closin;")
of the transactions contemplated by this Agreement and the other Transaction Documents (the
"Transactions") will take place remotely via the exchange of executed documents and wire transfers on
September 15, 2021 or such other date as mutually agreed to by the parties (the "Closing Date"). This
Agreement and any other Transaction Document, that are executed and delivered electronically, including
email delivery of executed PDFs, will have the same force and effect as physical execution and delivery of
hard copy versions of such documents. All proceedings to be taken and all documents to be executed and
delivered by the parties at the Closing will be deemed to have been taken and executed simultaneously as
of the completion of transmittal and delivery of Closing funds, and no proceeding will be deemed taken nor
any document executed and delivered until all have been taken, executed and delivered. The transfer of the
Purchased Assets to Buyer will be deemed effective as of 11:59 p.m., eastern standard time, on the Closing
Date (the "Closing T�"). At the Closing, subject to all the terms and conditions of this Agreement:
(b) Seller Deliverables. On or before the Closing, Seller will deliver or cause to be delivered
to Buyer each of the following:
(i) The bill of sale in the form attached as Exhibit A (the "Bill of Sale"), duly executed
by Seller.
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DocuSign Envelope ID: 017368E4-9207-418B-8C46-E9F049E786F7
(ii) The assignment and assumption agreement in the form attached as Exhibit B (the
"Assignment and Assumption Agreement"), duly executed by Seller.
(iii) Evidence that Seller of the Facility Sellers have paid in full or otherwise discharged
all Liens on the Purchased Assets, including UCC termination statements or such other evidences
of release and/or termination of all Liens on the Purchased Assets as Buyer will reasonably request,
terminating all such security interests, pledges, and liens and other encumbrances; provided,
however, that for any Liens paid in full at Closing, filing of any releases will occur promptly
following Closing.
(iv) Resolutions of Seller's directors and shareholders and the Facility Sellers'
directors, managers, shareholders, and members (as applicable) authorizing Seller's and the Facility
Sellers' execution and delivery of this Agreement, the Real Estate Purchase Agreement, and the
other documents, agreements, instruments, and certificates contemplated hereby (collectively, the
"Transaction Documents"), and the performance by Seller and the Facility Sellers of their
respective obligations hereunder and thereunder.
(v) A good standing certificate (or equivalent document) dated no earlier than 30 days
before the Closing Date for Seller and the Facility Sellers issued by the appropriate office of the
state of organization of Seller.
(vi) A copy of the certificate of formation (or equivalent document) of Seller certified
by the appropriate office of state of organization of Seller.
(vii) All documents necessary or appropriate to close the purchase and sale of the
Facility under the Real Estate Purchase Agreement, including a special warranty deed for the
Facility in the form required under the Real Estate Purchase Agreement, duly executed and, if
applicable, recorded by the Seller and Facility Sellers, as applicable.
(viii) A certificate, dated as of the Closing Date, duly executed by a duly authorized
officer of Seller, certifying that the conditions set forth in Article V have been fulfilled and that the
representations and warranties of Seller set forth in Article III remain true and correct, in the form
of Exhibit D-1.
(ix) Tax compliance/clearance certificates for Seller, the Facility Sellers, and the
Business from the North Carolina Department of Revenue and the applicable taxing authorities of
any other state in which Seller is authorized to conduct business.
(x) A special power of attorney for utilities in the form attached hereto as Exhibit E,
duly executed by Seller and the Facility Sellers.
(xi) An assignment of the Business's intellectual property rights in the form attached
hereto as Exhibit H (the "IP Assignment"), duly executed by Seller.
(xii) All consents from third parties necessary or advisable to give effect to the
assignment or transfer of any Purchased Asset from Seller or the Facility Sellers to Buyer.
(xiii) All other documents reasonably necessary or appropriate to effectuate the purchase
and sale of the Purchased Assets at the Closing, including W-9s for Seller and the Facility Sellers,
and any documents necessary to transfer title to any motor vehicles included in the Acquired Assets.

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(c) Buyer Deliverables. On or before the Closing, Buyer will deliver or cause to be delivered
to Seller each of the following:
(i) The Purchase Price, less the Payoff Amount, by wire transfer to Seller in
immediately available funds, and the Payoff Amount, if any, to be delivered by wire transfer to the
applicable Lien holder in immediately available funds.
(h) The Bill of Sale, duly executed by Buyer.
(iii) The Assignment and Assumption Agreement, duly executed by Buyer.
(iv) The IP Assignment, duly executed by Buyer.
(v) Resolutions of the directors and shareholders of Buyer, authorizing the execution
and delivery by Buyer of the Transaction Documents, and the performance by Buyer of its
obligations hereunder and thereunder.
(vi) A good standing certificate (or equivalent document) dated no earlier than 30 days
before the Closing Date for Buyer issued by the appropriate office of the state of organization of
Buyer.
(vii) A copy of the certificate of formation (or equivalent document) of Buyer, certified
by the appropriate office of state of organization of Buyer.
2.5 Sales Taxes Ad Valorem Taxes and Utilities. Seller will be responsible for its portion of all ad
valorem and other taxes with respect to the Acquired Assets and all utilities payable with respect to the
Acquired Assets, both as prorated herein. Such taxes will be prorated as of the Closing Date based on the
current property tax bills for such Acquired Assets, if then available, or if not, on the basis of the latest
available tax figures and information. The utilities payable will be prorated based on the number of days in
the applicable billing period each party had possession of the Acquired Assets. Buyer will assume the
responsibility of paying such taxes and utilities to the extent not previously due and payable. In addition, if
after the Closing there is an adjustment or reassessment by any governmental body with respect to, or
affecting, any taxes for any Acquired Assets for the year of the Closing or any prior year, any additional
tax payment for any Acquired Assets required to be paid with respect to the year of the Closing will be
prorated between Buyer and Seller, and the Seller Parties, jointly and severally, agree to pay Seller's
prorated portion of any such additional tax payment to Buyer within ten days after receipt of written notice
from Buyer. The utilities payable and the ad valorem and other taxes applicable to the Facility will be
prorated and allocated between the Facility Sellers and Buyer in accordance with the terms of the Real
Estate Purchase Agreement; provided, however, if the Real Estate Purchase Agreement does not provide
for the proration or allocation of such amounts, then such amounts will be prorated and allocated between
the Facility Sellers and Buyer using the methodology described in this Section 2.5.
2.6 Tax Reporting. The parties agree to report the federal, state, and local income and other tax
consequences of the Transactions in a manner consistent with the allocation of the Purchase Price among
the Acquired Assets as set forth on Schedule 2.2 and the allocation of the purchase price payable and will
file IRS Form 8594 on a basis consistent with such allocation, and no party or any of its affiliates will file
a tax return or take any position inconsistent therewith upon examination of any tax return, in any refund
claim, in any litigation, or otherwise.
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ARTICLE III.
REPRESENTATIONS AND WARRANTIES OF SELLER PARTIES
As an inducement to Buyer to enter into the Transaction Documents and to consummate the
Transactions, the Seller Parties, jointly and severally, hereby unconditionally represent and warrant to
Buyer that the following statements are true, correct, and complete in all respects as of the Effective Date
and the Closing Date (unless a different time period is referenced below) and that Buyer's reliance thereon
is justifiable:
3.1 Organization and Good Standing. Seller is a corporation duly organized, validly existing, and in
good standing under the laws of the State of North Carolina. Seller is qualified to do business in all
jurisdictions in which Seller has conducted business during the 3-year period before the Closing Date.
3.2 Power and Authority; No Conflict or Consents.
(a) Seller and the Facility Sellers have the requisite corporate power and authority to execute
and deliver the Transaction Documents to be executed and delivered by Seller and the Facility Sellers,
respectively, and to perform their respective obligations hereunder and thereunder.
(b) The execution and delivery by Seller and the Facility Sellers of the Transaction Documents,
and the performance by Seller and the Facility Sellers of their obligations under the Transaction Documents,
have been duly authorized by all requisite corporate action on the part of Seller, the Facility Sellers, and
their respective directors, officers, managers, and owners, and do not and will not:
(i) violate (A) any provision of applicable law, (B) Seller's or a Facility Seller's
charter or by-laws, or (C) any judgment, order, decree, ruling, charge or other restriction of any
court or other agency of government;
(ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time
or both) a default under any material agreement, contract, lease, instrument, or other arrangement
to which Seller is a party or by which it is bound, or to which any of Seller's or a Facility Seller's
assets (including the Purchased Assets) is subject; or
(iii) result in the creation or imposition of any Lien upon any of the properties or assets
of Seller or a Facility Seller (including the Purchased Assets).
(c) No license, permit, approval, or consent of any court, governmental agency, other public
authority or third party is required as a condition to the authorization, execution, and delivery of the
Transaction Documents by Seller or the Facility Sellers, or the performance by Seller or the Facility Sellers
of their obligations under the Transaction Documents.
3.3 Binding Obligation. The Transaction Documents have been duly executed and delivered and
constitute the valid and binding obligation of the Seller Parties and the Facility Sellers enforceable against
each Seller Party and the Facility Sellers, as applicable, in accordance with their respective terms.
3.4 Litigation; Compliance.
(a) Except as set forth on Schedule 3.4, there is no (i) action, suit, claim, proceeding or
investigation pending or, to Seller's current actual knowledge, threatened against or brought by, affecting
or involving Seller Parties or the Facility Sellers (or any affiliate thereof), at law or in equity, or before or
by any governmental entity, domestic or foreign, (ii) arbitration proceeding relating to Seller Parties
pending under collective bargaining agreements or otherwise, or (iii) governmental inquiry pending or, to
Seller's knowledge, threatened against or affecting Seller Parties or the Facility Sellers that would
VA

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materially and adversely affect the Business or any Seller Parties' ability to perform its obligations
hereunder.
(b) Seller and each Facility Seller is not in default with respect to any order, writ, injunction
or decree of any court or of any federal, state, municipal or other governmental department, commission,
board, bureau, agency or instrumentality, domestic or foreign that would materially and adversely affect its
ability to perform its obligations under the Transaction Documents. Seller and each Facility Seller has
complied in all material respects with all laws, rules, regulations and orders which are applicable to its
business, operations, properties, assets, products and services, and Seller and each Facility Seller has all
material permits, licenses, and authorization required for the conduct of its business as currently conducted
or proposed to be conducted, and Seller and each Facility Seller is not in default thereunder. No defaults
exist in Seller's or any Facility Seller's performance or observance of any material obligation, agreement,
covenant, or condition contained in any contract, indenture, loan agreement, note, lease or other agreement
or instrument that would materially and adversely affect its ability to perform its obligations hereunder.
(a) The current use, operation and maintenance of the Purchased Assets by Seller and the
Facility Sellers for the Business does not contravene or violate, any material (A) ordinance or other
administrative regulation, (B) permits or approvals, or (C) restrictive covenant or any provision of
applicable law or rule, regulation, order or direction of any judicial, administrative or other governmental
authority having jurisdiction which is now in effect or which has been enacted, issued or adopted as of the
date of this Agreement, and Seller and the Facility Sellers have not received any written or verbal notice of
any threatened change by any such governmental authority that would impinge on the continued use,
operation and maintenance of the Purchased Assets for the Business following Closing.
3.5 Title to Purchased Assets, Condition; Location. Seller has (or will have at the Closing) good and
marketable title to all of the Acquired Assets, free and clear of all Liens and restrictions on transfer. The
Facility Sellers have (or will have at the Closing) good and marketable title to the Facility, free and clear
of all Liens and restrictions on transfer. Except as set forth on Schedule 2.1(a), all of the Purchased Assets
are in a state of good repair and in good working order, are sufficient for the operation of the Business and
are in conformity in all material respects with all applicable laws, ordinances, orders, regulations and other
requirements (including applicable zoning, environmental, motor vehicle safety or standards, occupational
safe and health laws and regulations) relating thereto currently in effect. All of the Acquired Assets are
located in the Facility. The Purchased Assets constitute all of the assets, properties, rights, privileges and
interests necessary for the operation of the Business in substantially the same manner as the Business has
heretofore been conducted by Seller and the Facility Sellers.
3.6 Broker's and Finder's Fees. The Seller Parties and the Facility Sellers have no liability or
obligation to pay any fees or commissions to any broker, finder, or agent with respect to the Transactions.
3.7 Environmental. To the best of the knowledge of the Seller Parties, the Facility is not (and has not
during the Facility Sellers' ownership thereof and Seller's occupation or use thereof) the site of any activity
nor have any of the Acquired Assets been used or operated by Seller in any manner that would violate any
past or present environmental law or regulation of any governmental authority having jurisdiction over the
Facility. Specifically, but without limitation, the Facility contain no hazardous materials that are in violation
of applicable law, "hazardous materials" being any petroleum products, flammables, explosives,
radioactive materials, asbestos, radon, or other hazardous waste including without limitation substances
defined as "hazardous substances", "hazardous materials", or "toxic substances" in the Comprehensive
Environmental Response, Compensation and Liability Act of 1980; the Hazardous Materials Transportation
Act; and the Resources Conversation and Recovery Act, and any other material or substance whose use,
storage, or disposal is regulated by law.

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3.8 Taxes. The Seller Parties and the Facility Sellers have not received notice of any open audit or
outstanding notice of deficiency or delinquency with respect to any income, sales, use or other taxes to
which the Business operations are subject. Seller and the Facility Sellers has duly filed all federal, state and
local tax returns and reports required to be filed by Seller and the Facility Sellers and such tax returns and
reports were correct and complete in all material respects. All taxes that are due, accrued or owing by Seller
or the Facility Sellers in connection with the Business or the Purchased Assets prior to the Closing Time
(whether or not shown on a tax return) that may give rise to a Lien on any Acquired Assets or may give rise
to successor liability for Buyer if not timely paid have been paid or will be paid by the Seller Parties prior
to delinquency.
3.9 Documents. The copies of the organizational documents for Seller and the Facility Sellers
furnished to Buyer are true and complete in all material respects. The Contracts furnished to Buyer by Seller
are true and complete and represent all Contracts related to the Business. The Vendor List contains a
complete list of all Vendors for the Facility and the Business. The Customer List contains a complete list
of all Customers for the Facility and the Business for the three-year period prior to the Effective Date. The
financial records and statements of Seller and the Facility Sellers relating to the Business furnished to Buyer
before the Closing Date are true, accurate, and complete in all material respects, and such financial records
and statements accurately reflect Seller's, the Facility's, and the Business's performance in all material
respects for periods covered by such financial records and statements.
3.10 Employees. Seller has complied, and is in compliance, in all material respects with all laws relating
to employment and employment practices, terms and conditions of employment, labor relations, wages,
hours of work and overtime, worker classification, employment -related immigration and authorization to
work in the United States, occupational safety and health, and privacy of health information. To Seller's
current actual knowledge, all of the employees of Seller necessary for the operation of the Business are
legally authorized to work in the United States. There are no pending or, to Seller's current actual
knowledge, threatened legal, arbitral or administrative suits, actions, investigations or other proceedings of
any kind and in any forum by any governmental entity or on behalf of any of its current or former
employees, applicants, person claiming to be an employee of Seller, or any classes of the foregoing, alleging
or concerning a violation of, or compliance with, any law relating to employment and employment
practices, terms and conditions of employment, labor relations, wages, hours of work and overtime, worker
classification, employment -related immigration and authorization to work in the United States,
occupational safety and health, and privacy of health information, and there have been no such proceedings
within the past four years. Seller has paid or accrued all wages, commissions, salaries, holiday and vacation
pay, bonuses and past service claims of the employees of Seller due and payable and has made (or will be
holding in trust for the beneficiaries thereof and will thereafter pay on or before the due date for payment)
all proper deductions, remittances and contributions for employees' wages, commissions and salaries
required under all contracts and statutes (including health, hospital and medical insurance, group life
insurance, workers' compensation, unemployment insurance, income tax, FICA taxes and the like) and
wherever required by such contracts and/or statutes, all proper deductions and contributions from its own
funds for such purposes. Buyer assumes no liability for any amounts of the foregoing.
3.11 Absence of Undisclosed Liabilities. There does not currently exist, and as of the Closing there
will not exist, any liability or obligation of any nature or in any amount (whether known or unknown,
absolute, accrued, contingent or otherwise) against the Seller Parties or Facility Sellers that currently
encumbers any Purchased Asset or that is reasonably likely to impose on Buyer after the Closing pursuant
to an Assumed Contract the obligation to pay damages or to perform uncompensated services, other than
those liabilities and obligations identified in Seller's or the Facility Sellers' financial statements and reports
that were delivered to Buyer before the Closing Date.
3.12 Utilities. Seller and the Facility Sellers have sufficient power, fuel, oil, natural gas and water
supplies and adequate sewage, waste disposal and air omission systems for the operation of the Business
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and all such supplies and systems have been and are in full compliance with all federal, state and local
environmental and other regulatory laws and regulations. To the best knowledge of Seller, the supplies and
systems referred to in this Section will be available to Buyer subsequent to the Closing.
3.13 No Misstatements or Omissions. No representation or warranty contained in this Agreement
(including its schedules) or in any other Transaction Document to which any Seller Party or Facility seller
is a party contains or will contain any untrue statement of a material fact, or omits or will omit to state a
material fact necessary to make the statements or facts contained therein or herein not misleading.
ARTICLE IV.
REPRESENTATIONS AND WARRANTIES OF BUYER
As an inducement to the Seller Parties to enter into the Transaction Documents and to consummate
the Transactions, Buyer hereby unconditionally represent and warrant to the Seller Parties that the following
statements are true, correct, and complete in all respects as of the Effective Date and the Closing Date
(unless a different time period is referenced below) and that the Seller Parties' reliance thereon is justifiable:
4.1 Organization and Good Standing. Buyer is a corporation duly organized, validly existing and in
good standing under the laws of the State of Virginia.
4.2 Power and Authority; No Conflict; Consents.
(a) Buyer has the requisite corporate power and authority to execute and deliver the
Transaction Documents and to perform its obligations thereunder.
(b) The execution and delivery by Buyer of the Transaction Documents, and the performance
by Buyer of its obligations thereunder, have been duly authorized by all requisite corporate action on the
part of Buyer, its directors, officers, and stockholders, and do not and will not:
(i) violate (A) any provision of applicable law, (B) Buyer's charter or by-laws, or
(C) any judgment, order, decree, ruling, charge or other restriction of any court or other agency of
government; or
(ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time
or both) a default under any agreement, contract, lease, instrument, or other arrangement to which
Buyer is a party or by which it is bound, or to which any of Buyer's assets is subject.
(c) No license, permit, approval, or consent of any court, governmental agency, other public
authority or third party is required as a condition to the authorization, execution, and delivery of the
Transaction Documents by Buyer, or the performance by Buyer of its obligations thereunder.
4.3 Binding Oblivation. The Transaction Documents have been duly executed and delivered by Buyer
and constitutes a legal, valid, and binding obligation of Buyer, enforceable in accordance with its terms.
4.4 Litigation; Compliance.
(a) There is no (i) action, suit, claim, proceeding or investigation pending or threatened against
or affecting Buyer, at law or in equity, or before or by any federal, state, municipal or other governmental
department, commission, board, bureau, agency or instrumentality, domestic or foreign, (ii) arbitration
proceeding relating to Buyer pending under collective bargaining agreements or otherwise, or
(iii) governmental inquiry pending or, to Buyer's knowledge, threatened against or affecting Buyer that
would materially and adversely affect its ability to perform its obligations under the Transaction
Documents.
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(b) Buyer is not in default with respect to any order, writ, injunction or decree of any court or
of any federal, state, municipal or other governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign that would materially and adversely affect its ability to perform its
obligations hereunder. Buyer has complied in all material respects with all laws, rules, regulations and
orders which are applicable to its business, operations, properties, assets, products and services, and Buyer
has all material permits, licenses, and authorization required for the conduct of its business as currently
conducted or proposed to be conducted. No defaults exist in Buyer's performance or observance of any
material obligation, agreement, covenant, or condition contained in any contract, indenture, loan agreement,
note, lease or other agreement or instrument that would materially and adversely affect its ability to perform
its obligations under the Transaction Documents.
4.5 Broker's and Finder's Fees. Buyer has no liability or obligation to pay any fees or commissions
to any broker, finder, or agent with respect to the Transactions.
4.6 Disclosure. Buyer's representations and warranties contained in this Agreement do not contain any
untrue statement of material fact or omit to state any material fact necessary in order to make the statements
and information contained herein not misleading.
ARTICLE V.
CONDITIONS PRECEDENT TO SELLER PARTIES' OBLIGATIONS
The obligations of the Seller Parties under this Agreement are subject, at the option of Seller, to the
fulfillment of the following conditions before and on the Closing Date:
5.1 Representations and Warranties. Each of the representations and warranties of Buyer contained
in the Transaction Documents will have been true and correct in all material respects on the date hereof,
and as of the Closing Date as though made on and as of such date.
5.2 Covenants and Conditions. Buyer will have performed all obligations and agreements and
complied with all covenants and conditions contained in this Agreement to be performed or complied with
by Buyer at or prior to the Closing.
5.3 No Litigation or Governmental Proceedings. No claim, action, suit, investigation, or other court
proceeding will be pending or threatened before any court or governmental agency which presents a
substantial risk of the restraint or prohibition of the Transactions.
5.4 Execution and Delivery Requirements. Seller will have received at or prior to the Closing the
deliverables referred to in Section 2.4(c).
ARTICLE VI.
CONDITIONS PRECEDENT TO BUYER'S OBLIGATIONS
The obligations of Buyer under this Agreement are subject, at the option of Buyer, to the fulfillment
of the following conditions before and on the Closing Date:
6.1 Representations and Warranties. Each of the representations and warranties of Seller Parties
contained the Transaction Documents will have been true and correct in all material respects on the date
hereof, and as of the Closing Date as though made on and as of such date.
6.2 Covenants and Conditions. Seller Parties and the Facility Sellers will have performed all
obligations and agreements and complied with all covenants and conditions contained in this Agreement
and the Real Estate Purchase Agreement to be performed or complied with by Seller Parties and the Facility
Sellers at or prior to the Closing.
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6.3 No Litigation or Governmental Proceedings. No claim, action, suit, investigation or other court
proceeding will be pending or threatened before any court or governmental agency which presents a
substantial risk of the restraint or prohibition of the Transactions or the obtaining of material damages or
other relief in connection therewith.
6.4 Consents and Approvals to Transfers. All consents, approvals, authorizations, and filings
required to be obtained or made for the valid and effective transfer to Buyer of the Purchased Assets
(including the Assumed Contracts) will have been obtained or made.
6.5 Consents, Licenses and Permits. All necessary agreements, waivers, approvals, authorizations,
assurances and consents of third parties to the consummation of the transactions contemplated by the
Transaction Documents, or otherwise pertaining to the matters covered hereby, including all necessary
governmental, environmental or municipal licenses, permits, authorizations, contracts, franchises or
certificates which are (a) held by Seller or the Facility Sellers, and/or (b) required for operation of the
Business as it is now, and has historically been, conducted (collectively, the "Licenses and Permits") to
enable Buyer to legally operate the Business after the Closing Date, will have been obtained by or for the
benefit of Buyer. Additionally, the Facility and the Acquired Assets will be in full compliance with all
applicable governmental regulations, including local zoning and licensing, ADA, and EPA requirements,
required for Buyer to continue to operate a steel fabrication at the Facility. Seller and the Facility Sellers
will be responsible for ensuring such compliance.
6.6 No Adverse Change. Between the Effective Date and the Closing Date, there will not have
occurred (a) any damage, destruction or loss of any of the Purchased Assets, whether or not covered by
insurance, which would have a material adverse effect on such Purchased Assets; or (b) any other change
in the condition of the Business, which would have a material adverse effect on the value of the Business.
6.7 Termination of Liens. All Liens on the Purchased Assets will have been terminated pursuant to
written instruments in form and substance reasonably satisfactory to Buyer, and therefore, no Liens will
exist with respect to the Purchased Assets. For each Lien that will be paid off at Closing, Buyer will have
received a letter from the applicable lienholder stating the Payoff Amount and providing wire transfer
instructions for the payment of the Payoff Amount. Each such letter will confirm that, upon payoff of the
Payoff Amount, (a) the lienholder's loans to Seller Parties or Facility Sellers will have been paid in full, (b)
the lienholder will immediately cancel and release all Liens against the Purchased Assets, and (c) the
lienholder will unconditionally provide Buyer with appropriate UCC termination statements and any other
documents necessary for terminating all Liens in and to the Purchased Assets.
6.8 Execution and Delivery Requirements. Buyer will have received at or prior to the Closing the
deliverables referred to in Section 2.4(b).
6.9 Closing of Land Purchase Agreement. Buyer and the Facility Sellers will have successfully
executed and closed the Real Estate Purchase Agreement for the Facility and all related real property.
ARTICLE VII.
INDEMNIFICATION
7.1 Certain Definitions. As used in this Article VII, the following terms will have the respective
meanings set forth below:
"Adverse Consequences" means all actions, suits, proceedings, hearings, investigations, charges,
complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties,
fines, costs, amounts paid in settlement, Liabilities, obligations, taxes (whether federal, state, local, or
foreign), liens, losses, expenses, and fees, including court costs and reasonable attorneys' fees and expenses.
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"Liability" means any liability (whether known or unknown, whether asserted or unasserted,
whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, whether
due or to become due, and whether material or immaterial), including any liability for taxes.
"PP" means each of the Seller Parties and Buyer.
7.2 Indemnification Provisions for Benefit of Buyer.
(a) In the event any Seller Party or Facility Seller breaches (or in the event any third party
alleges facts that, if true, would mean Seller Party has breached) any of its representations, warranties,
covenants, or agreements contained in the Transaction Documents, then, provided that Buyer's claim is
made prior to the expiration of the applicable survival period, Seller Parties agree to indemnify, jointly and
severally, Buyer from and against the entirety of any Adverse Consequences Buyer may suffer through and
after the date of the claim for indemnification (including any Adverse Consequences Buyer may suffer after
the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or
caused by the breach (or the alleged breach).
(b) Provided that Buyer's claim is made prior to the expiration of the applicable survival
period, Seller Parties agree to indemnify Buyer from and against the entirety of any Adverse Consequences
Buyer may suffer resulting from, arising out of, or relating to (i) the operation or conduct of the Business,
including all activity at or on the Facility, prior to the Closing Time, or (ii) any of the Excluded Liabilities.
7.3 Indemnification Provisions for Benefit of Seller Parties.
(a) In the event Buyer breaches (or in the event any third party alleges facts that, if true, would
mean Buyer has breached) any of its representations, warranties, covenants and/or agreements contained in
the Transaction Documents, then, provided that the Seller Parties' claim is made prior to the expiration of
the applicable survival period, Buyer agrees to indemnify the Seller Parties from and against the entirety of
any Adverse Consequences the Seller Parties may suffer through and after the date of the claim for
indemnification (including any Adverse Consequences the Seller Parties may suffer after the end of any
applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the
breach (or the alleged breach).
(b) Provided that Seller Parties' claim is made prior to the expiration of the applicable survival
period, Buyer agree to indemnify the Seller Parties from and against the entirety of any Adverse
Consequences Seller Parties may suffer resulting from, arising out of, or relating to (i) the operation or
conduct of the Business subsequent to the Closing Time, or (ii) any Liability arising from the post -Closing
performance of any Assumed Contract.
7.4 Procedures for Indemnification; Matters Involving Third Parties.
(a) Any Party seeking indemnification under this Article VII (the "Indemnified Party") will
promptly notify in writing the other Party (the "Indemnifying") of any claim for indemnification
hereunder (a "Claim" and if such Claim relates to any claim or the commencement of any proceedings
against the Indemnified Party by a third party, a "Third Party Claim"), with such written notice describing
in reasonable detail the asserted Adverse Consequences or Liability; provided, however, that no delay on
the part of the Indemnified Party in notifying any Indemnifying Party will relieve the Indemnifying Party
from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is
prejudiced.
(b) Any Indemnifying Party will have the right to defend the Indemnified Party against the
Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (i)
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the Indemnifying Party notifies the Indemnified Party in writing within fifteen business (15) days after the
Indemnifying Party has received notice of the Third Party Claim that the Indemnifying Party will indemnify
the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party
may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to
the extent required by the provisions of this Agreement, (ii) the Third Party Claim does not seek an
injunction or other equitable relief (provided, however, that the Indemnifying Party will have the right to
defend any Third Party Claim for money damages in connection therewith), (iii) settlement of, or an adverse
judgment with respect to, the Third Party Claim is not reasonably likely to establish a precedential custom
or practice materially adverse to the continuing business interests of the Indemnified Party, and (iv) the
Indemnifying Party conducts the defense of the Third Party Claim diligently.
(c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in
accordance with Section 7.4(b), (i) the Indemnified Party may retain separate co -counsel at its sole cost and
expense and participate in the defense of the Third Party Claim, (ii) the Indemnified Party will not consent
to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the
prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (iii) the
Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect
to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld
unreasonably).
(d) In the event any of the conditions in Section 7.4(b) is or becomes unsatisfied, however,
(i) the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem
appropriate, except that the Indemnified Party will not consent to the entry of any judgment or enter into
any settlement with respect thereto without the prior written consent of the Indemnifying Party (not to be
unreasonably withheld), (ii) the Indemnifying Party will reimburse the Indemnified Party promptly and
periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees
and expenses), (iii) the Indemnifying Parry will remain responsible for any Adverse Consequences the
Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the
Third Party Claim to the fullest extent provided in this Article VII and (iv) the Indemnifying Party may
retain separate co -counsel at its sole cost and expense and participate in the defense of the Third Party
Claim
7.5 Certain Limitations. Notwithstanding anything to the contrary contained in this Article VII:
(a) Seller Parties will not be obligated to indemnify Buyer and Buyer will not be obligated to
indemnify Seller until the aggregate amount of all Adverse Consequences suffered by Buyer or Seller, as
applicable, exceeds $25,000.00 (the "Deductible"), in which event the Indemnifying Party will be liable for
Adverse Consequences in excess of the Deductible; provided, however, that claims based on breaches of
any representations and warranties contained in Sections 3.2, 3.4, 3.5, 3.7, 3.11, 4.2, 4.4, or 4.5, or arising
from fraud, willful breach of Seller's representations and warranties or intentional misrepresentation, or
Excluded Liabilities (such claims, "Fundamental Claims") will be recoverable from dollar one (but will not
be applied against the Deductible).
(b) The aggregate amount of all Adverse Consequences for which Seller Parties or Buyer will
be liable will not exceed $600,000.00 (the "Cap"); provided, however, no Cap will apply to claims against
the Seller Party or parties regarding any breach of any Fundamental Claim for which claims shall be
unlimited.
(c) The Parties agree that, excluding any claim for specific performance, injunctive or other
equitable relief when otherwise available at law or in equity, the indemnification provisions of this Article
VII are the sole and exclusive remedy as to all claims an Indemnified Party may incur arising from or
relating to this Agreement.
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(d) Prior to, or contemporaneously with, making a claim against an Indemnifying Party for
indemnification pursuant to this Article VII, where it is reasonably likely that such claim may be subject to
insurance coverage, the Indemnified Party will notify the insurance carrier under any applicable insurance
policy of such claim as necessary to qualify for coverage of such claim, to the extent such coverage may
exist. An Indemnifying Party's obligation to indemnify the Indemnified Parry will be reduced to the extent
of (i) any insurance proceeds disbursed on account thereof actually received by the Indemnified Party from
any applicable insurance policy (whether paid by the insurer on behalf of the Indemnified Party or
otherwise), less (ii) reasonable costs and expenses incurred or suffered as a result of pursuing the insurance
claim, including costs from any premium chargebacks or future premium increases which occur as a result
of the claim. Any such reduction in the Indemnifying Party's obligation will not be applied against the
Deductible.
(e) An Indemnifying Party will only be liable under this Article VII for the Indemnified Party's
actual damages, and an Indemnifying Party will have no liability whatsoever for any claim by the
Indemnified Party for lost profits or for special, exemplary, consequential, or punitive damages except in
the case of fraud or intentional misconduct.
(f) In the event of a disputed Claim between Buyer and Seller Parties, if such Claim cannot be
finally resolved without litigation (including, without limitation, binding arbitration), then the losing party
of such litigation will be responsible for all costs and fees of such litigation, including, without limitation,
the prevailing parry's reasonable attorney's fees.
7.6 Survival of Representations, Warranties, Covenants and Agreements. The representations,
warranties, covenants and agreements of Seller Parties and Buyer set forth in this Agreement will survive
the Closing and will remain in full force and effect at all times following the Closing Date until the later of
: (i) the date of the first anniversary of the Closing, or (ii) in the case of a fraudulent or intentional
misrepresentation, the expiration of the applicable statute of limitations.
ARTICLE VIII.
ADDITIONAL COVENANTS AND AGREEMENTS
8.1 Warranties. Seller Parties hereby assign to Buyer all of their rights, title and interest in and to such
warranties (express and implied) that continue in effect with respect to the Purchased Assets and hereby
nominate Buyer as its true and lawful attorney to enforce such warranties, and Seller Parties will execute
and deliver such specific assignments of such warranty rights as Buyer may reasonably request from time
to time. The obligations of this Section will survive Closing.
8.2 Additional Diligence and Cooperation. Commencing on the Effective Date, Seller will provide
Buyer with timely access to a limited number of key employees including, at a minimum Principal (or such
person or group familiar with the finances and financial condition of Seller), and all documents, business
records, and systems relating to the Business or the Purchased Assets which are reasonably requested by
Buyer at any time prior to Closing. Seller agrees to reasonably cooperate with Buyer in securing the
Licenses and Permits and, if applicable, any consents to assign the Assumed Contracts. The obligations of
this Section will survive Closing.
8.3 Confidentiality. Buyer represents, warrants, and covenants that, prior to Closing and following
any termination of this Agreement, if applicable, Buyer will not disclose (except as otherwise required by
applicable law) and will keep in strictest confidence any confidential or otherwise protected information,
data, or trade secrets regarding Seller or the Business (including with respect to the Vendor List and
Customer List) that Buyer receives or is made privy to during its due diligence of Seller or the Business.
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8.4 Employment Matters. Seller Parties acknowledge that Buyer is under no obligation to offer
employment to any of Company's employees. Seller will terminate the employment of all its employees
who have been offered employment with Buyer and will encourage such employees to accept such offer by
Buyer. Seller Parties agree to make available to Buyer on and after the Closing any and all records with
respect to such employees hired by Buyer as Buyer will reasonably request. The Seller Parties are
responsible for all accrued benefits and compensation as of the Closing due to any employee Seller
terminates at Closing or such employee's beneficiaries. Buyer assumes no obligation with respect to any
such pre -Closing benefits or compensation. The obligations of this Section will survive Closing.
8.5 Contracts and Vendor Lists. Within five days after the Effective Date and to the extent reasonably
available in Seller's books and records, Seller will provide to Buyer (a) a list (the "Customer List") of all
of Seller's customers for the Business ("Customers") for the three-year period prior to the Effective Date
with respect to which Seller contracts with Buyer for fabrication services for its retained work in progress
contracts; (b) a list (the "Vendor List") of all vendors providing goods or services that are material to the
Business ("Vendors"); and (c) true, correct and complete copies of all contracts to which Seller is a party
or which affect in any way the Business or the Acquired Assets, including any contracts for the provision
of goods or services in connection with the Business (the "Contracts"). On or before the Closing Date,
Buyer will notify Seller which Contracts, if any, Buyer elects to assume at Closing (the "Assumed
Contracts"), if any. Seller expressly retains all obligations and contract obligations, rights and remedies for
its existing and ongoing subcontract operations. Buyer expressly does not acquire or assume any steel
fabrication or erection contracts of Seller or any of Seller's contract obligations or liabilities thereunder to
third parties, but Buyer may provide steel fabrication work directly to Seller on a mutually agreed basis..
The obligations of this Section will survive Closing. Buyer shall have no obligation to erect any steel, and
Buyer will complete fabrication for jobs in progress at the date agreed upon by Buyer and Seller and in
terms at rates of fabrication set forth in a separate agreement (the "Fabrication Finishing_ Agreement").
8.6 Further Assurances. Seller Parties will, and will cause the Facility Sellers to, for no further
consideration perform all such other action and execution, acknowledge and deliver and cause to be
executed, acknowledged and delivered such assignments, transfers, consents, and Transaction Documents
as Buyer may reasonably request to vest in Buyer and protect Buyer's rights, title and interest in and
enjoyment of the Purchased Assets. The obligations of this Section will survive Closing.
8.7 Access; Mail. From time to time following the Closing, upon the reasonable request of Buyer,
Seller Parties will afford Buyer and its authorized representatives access to Seller's business records,
general ledgers and tax returns to the extent reasonably necessary for Buyer's business, tax, accounting or
legal purposes, and will permit Buyer to make copies thereof at Buyer's sole expense. From and after the
Closing Date, Buyer will have the right to receive all mail addressed to any of the Seller Parties; provided,
however, that Buyer will promptly forward to Seller Parties any mail sent to Buyer which appears to relate
to assets other than the Purchased Assets or to agreements other than the Assumed Contracts. The
obligations of this Section will survive Closing.
8.8 Receivables. In accordance with Section 2.1(b), Seller will retain all rights to any accounts, notes,
or other receivables of the Business created prior to the Closing Time ("Seller Receivables"). Buyer agrees
to promptly remit to Seller any payments on Seller Receivables that Buyer receives subsequent to the
Closing Time. Likewise, Seller agrees to promptly remit to Buyer any payments received by Seller
subsequent to the Closing Time that relate to receivables of the Business created subsequent to the Closing
Time. The obligations of this Section will survive Closing.
ARTICLE IX.
RESTRICTIVE COVENANTS
9.1 Non -Competition Covenants.
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(a) Seller Parties agree and recognize that Buyer is purchasing Seller's ongoing business,
including its customer lists, going concern value, and customer goodwill, and that Seller's customers have
serviceable locations spread throughout the Territory. Seller Parties also agree that one of the key purposes
of Buyer's purchase of Seller's business is to acquire Seller's goodwill and customers. Buyer will in
confidence and in furtherance of its acquisition of Seller Parties' business and assets herein reveal its
proprietary and confidential list of its customers to the Seller Parties. Seller Parties collectively represent
and warrant that Buyer's reasonable and legitimate business interests require protection of its customers
from solicitation for a limited period of time following the Closing. Therefore, the Seller Parties, do hereby
in their capacities as Seller Parties and owners of a business selling goodwill and going concern to Buyer,
hereby jointly and severally agree that for the five (5) year period beginning on the date of Closing, the
Seller Parties will not in any way or in any capacity (as an employee, partner, independent contractor,
shareholder, director, officer, manager, consultant or otherwise), without the prior express written consent
of Buyer:
(i) Perform services in the Territory that are similar or substantially similar to
Business Services.
(ii) Solicit Customers with whom any Seller Party had contact with on behalf of the
Business and that are doing business or otherwise located in the Territory for the purpose of
providing goods or services identical to or reasonably substitutable for some or all of Business
Services.
(iii) Consult with or otherwise lend knowledge, assistance, skills and/or expertise of
the type gained or utilized while engaged to perform services on behalf of the Business to any
Person, if such Person engages in competition with Buyer in some or all of Business Services in
the Territory.
(iv) Consult with or otherwise lend knowledge, assistance, skills and/or expertise of
the type gained or utilized while associated with the Business to any Person, if such Person engages
in competition with Buyer.
(b) For purposes of this Article IX, the following terms will have the following meanings:
(i) "Affiliate" has the meaning set forth in Rule 144(a)(1) promulgated by the
Securities and Exchange Commission.
(ii) "Business Services" means services related to Seller's Business and other services
and business activities conducted by Buyer after the Closing and in connection with the Business.
(iii) "Customers" will mean i) customer(s) of Buyer, and ii) customer(s) of Seller
immediately prior to Closing.
(iv) "Person" means any individual, group of individuals, association, partnership,
general partnership, bank, joint venture, joint stock company, government agency, trust,
unincorporated organization, limited partnership, professional association, limited liability
company, limited liability partnership, corporation, professional corporation, professional limited
liability company or any other legal entity or enterprise.
(v) "Subsidiary" means, with respect to a specified Person, any entity of which 50%
or more of the securities are owned directly or indirectly by such Person.
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(vi) "Suppliers" will mean i) supplier(s) of Buyer after the Closing, and ii) supplier(s)
of Seller immediately prior to Closing.
(vii) "Territory" means the following limited geographical areas in which Company
carries on business (directly or indirectly):
(A) a radius from any facility or office of Company equal to 50 miles;
(B) the municipalities where Buyer conducts business;
(C) the municipalities where Customers conduct business;
(D) the areas within the municipality limit of Fayetteville, North Carolina;
(E) the areas within 50 miles from the municipality limits of Fayetteville,
North Carolina;
(F) the county limits of Cumberland County, North Carolina;
(G) the areas within the counties that are contiguous to the foregoing counties;
(H) the state of North Carolina.
(c) As applied to the geographical areas and other operative categories described above, the
provisions of this Section will be completely severable and independent and any invalidity or
unenforceability thereof, determined by a court of law or otherwise, with respect to any of such areas will
not affect the validity or enforceability thereof with respect to any one or more of the other areas or
categories. The parties hereby authorize a court of law to modify this Agreement to effectuate such
severable enforcement.
(d) Seller Parties explicitly recognize, acknowledge, represent and warrant to Buyer as an
inducement to Buyer's payment of the Purchase Price to consummate the closing of the Transaction that
Seller Parties have carefully reviewed the above categories of competition and that such categories
accurately reflect the scope of Buyer's purchase of Seller's customers, goodwill and going concern within
its specific business niche in the marketplace and that the above restrictions against such competition are
fairly and reasonably defined in a narrow manner in order to protect the legitimate interests of Buyer as a
purchaser of Seller Parties' business and assets. Seller Parties also represent and warrant to Buyer and
acknowledge and agree that the physical locations described above accurately reflect and portray the
locations where Customers are present and are tailored in a necessary manner which enable Buyer to
maintain all Customer relationships previously owned and being purchased.
(e) Buyer and Seller Parties intend that this Article IX be enforced as written. However, if one
or more of the provisions contained in Article IX will for any reason be held to be unenforceable because
of the duration or scope of such provision or the area covered thereby, Buyer and Seller Parties agree that
the court making such determination will have the power to reform the duration, scope and/or area of such
provision and in its reformed form such provision will then be enforceable and will be binding on the
parties.
9.2 Separate Covenant as to Non -Interference with Customer Relations. Seller Parties jointly and
severally acknowledge and agree that Buyer's relationships with Customers are unique, proprietary and
protectible interests of Buyer. Seller Parties jointly and severally agree that, during the time period set forth
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in Section 9.1(a), no Seller Party will in any way or in any capacity, without the prior express written
consent of Buyer: (a) cause or attempt to cause any Customer or any Subsidiaries or Affiliates of such
Customer not to do business with Buyer; (b) in the Territory, directly or indirectly sell, or assist any Person
in selling, or offer to sell or assist any Person in offering to sell, goods or services identical to or reasonably
substitutable for Business Services to any Customer; or (c) otherwise interfere, or attempt to interfere, with
any business relationship between Buyer and any Customers.
9.3 Separate Covenant as to Non -Interference with Suppliers. Seller Parties jointly and severally
agree that, during the time period set forth in Section 9.1(a), no Seller Party will in any way or in any
capacity, without the prior express written consent of Buyer, cause or attempt to cause any existing (as of
the Closing Date) or former supplier of Company or Buyer within the Territory, any Subsidiaries or
Affiliates of Buyer, or any Subsidiaries or Affiliates of such supplier, not to do business with Buyer, or
otherwise interfere or attempt to interfere with any business relationship between Buyer and any such
suppliers.
9.4 Separate Covenant as to Non -Interference with Employees and Contractors. Seller Parties
agree that, during the time period set forth in Section 9.1(a), no Seller Party will in any way or in any
capacity, without the prior express written consent of Buyer, induce or solicit to leave employment or
terminate or modify his or her relationship with Buyer, anyone who is an employee, independent contractor
or other service provider, or other proprietary contact of Buyer.
9.5 Enforcement and Damages. The parties acknowledge and agree that the rights of Seller Parties
and Buyer under Article IX of this Agreement are of specialized and unique character and that immediate
and irreparable damage will result to the parties if either fails or refuses to perform their obligations under
such provisions. Accordingly, notwithstanding any election by Buyer or Seller Parties to make a claim for
damages as a result of such failure or refusal, each party may, in addition to any other remedies and damages
available, seek an injunction in a court of competent jurisdiction to compel performance of the other party's
obligations under this Agreement or to restrain any breach of this Agreement by the other party. In the event
of any action, suit or arbitration proceeding arising out of or relating to this Agreement or any breach or
alleged breach hereof, the party prevailing in any such action, suit or proceeding will be entitled to recover
from the other party, in addition to all other damages recoverable, such reasonable attorneys' fees and other
reasonable expenses of the proceeding as the prevailing party may incur. Seller Parties represent and
warrant to Buyer (upon which representations and warranties Buyer is reasonably relying upon when
entering into and consummating this Agreement) agree that the enforcement of this Agreement by
injunction or otherwise will not prevent Seller Parties from earning a livelihood or impose any undue
hardship, economic or otherwise, on Seller Parties. Seller Parties also agree that the time period for which
any covenant or restriction is agreed to last will be increased by one day for every day that Seller Parties
are in violation of the covenant or restriction.
ARTICLE X.
MISCELLANEOUS
10.1 Termination.
(a) This Agreement may, by written notice given at or prior to the Closing in the manner herein
provided, be terminated and abandoned: (i) by mutual written consent of Seller and Buyer; (ii) by Buyer, if
any of the conditions provided for in Article VI will not have been satisfied or waived by Buyer on or before
the Closing Date; or (iii) by Seller, if any of the conditions provided for in Article V will not have been
satisfied or waived by Seller on or before the Closing Date.
(b) If this Agreement is terminated pursuant to this Section, then all further obligations of the
parties hereunder will terminate; provided, however, that if this Agreement is so terminated by one party
19

DocuSign Envelope ID: 017368E4-9207-418B-8C46-E9F049E786F7
because one or more of the conditions to such party's obligations hereunder is not satisfied as a result of
the other party's (i) intentional or fraudulent failure to comply with its obligations under any provision of
this Agreement, or (ii) intentional or fraudulent breach of a representation, warranty, or covenant contained
herein, then the terminating party's right to pursue all remedies under this Agreement and applicable law
with respect to such failure or breach will survive such termination unimpaired.
10.2 Specific Performance. Seller Parties recognizes that if they refuse to perform under the provisions
of this Agreement or any other agreements or instruments provided for herein, then monetary damages
alone would not be adequate to compensate the Buyer for its injury. Therefore, Buyer will be entitled, in
addition to any remedies that may be available at law or in equity (including monetary damages), to obtain
specific performance of the Seller Parties' obligations hereunder and acquire the Acquired Assets for the
Purchase Price. If any action is brought by Buyer to specifically enforce this Agreement or any other
Transaction Document, then Seller Parties will waive the defense that there is an adequate remedy at law.
10.3 Expenses. Except as specifically provided in this Agreement, each party hereto will bear all of its
expenses incurred in connection with the transactions contemplated by this Agreement, including
accounting and legal fees incurred in connection therewith.
10.4 Successor and Assigns. This Agreement will be binding upon and will inure to the benefit of the
parties hereto and their respective successors and assigns.
10.5 Notices. All notices, demands and other communications that are required or permitted to be given
hereunder or with respect hereto will be in writing, will be given either by personal delivery, by nationally
recognized overnight courier or by email and will be deemed to have been given or made when personally
delivered, when deposited with charges prepaid with the nationally recognized overnight courier, or when
transmitted by email, addressed to the respective parties as follows:
(a) If to Seller Parties:
Hercules Steel Company, Incorporated.
Attn: Lynn B. Jourden
P.O. Drawer 35208
Fayetteville, NC 28303
Phone: [phone]
Email: [e-mail]
With a copy (which will not constitute notice) to:
[Firm Name]
Attn: Robert G. Ray
345 Hay Street
Fayetteville, NC 28301
Phone: [phone]
Email: [e-mail]
(b) If to Buyer:
Steelfab of Virginia, Inc.
Attn: Rob Burlington
5105 Bur Oak Circle, Suite 100
Raleigh, NC 27312
Phone: [phone]
Email: [e-mail]
20

DocuSign Envelope ID: 017368E4-9207-418B-8C46-E9F049E786F7
With a copy (which will not constitute notice) to:
Culp Elliott & Carpenter P.L.L.C.
6801 Morrison Boulevard, Suite 400
Charlotte, North Carolina 28209
Attn: W. Curtis Elliott, Jr.
Phone: [phone]
Email: [e-mail]
Any party may by notice change the address to which notice or other communications to it are to
be delivered or mailed.
10.6 Headings; Gender; Number. The headings in this Agreement are inserted for convenience and
identification only and are in no way intended to describe, interpret, define, or limit the scope, extent, or
intent of this Agreement or any of its provisions. For purposes of this Agreement, when the context so
requires, the masculine, feminine and neuter genders may be used interchangeably, and the singular may
include the plural and vice versa.
10.7 Herein; Including; Or; Recitals. The words such as "herein," "hereinafter," "hereof," and
"hereunder" refer to this Agreement as a whole and not merely to a Section or subdivision in which these
words appear unless the context otherwise requires. The word "including", or any variation means
"including, without limitation" and will not be construed to limit any general statement that it follows to
the specific or similar items or matters that immediately follow it. The word "or" means "and/or." The
recitals set forth in the foregoing background statement are true and accurate in all material respects and
are hereby incorporated by reference.
10.8 Law Governing. This Agreement will be governed by, construed, and enforced in accordance with
the laws of the State of North Carolina.
10.9 Amendments, Waivers, Etc. No amendment, modification or discharge of this Agreement, and
no waiver of any condition or the breach of any provision, term, covenant, representation or warranty
hereunder, will be valid or binding unless set forth in writing and duly executed by the party against whom
enforcement of the amendment, modification, discharge or waiver is sought. Any such waiver will
constitute a waiver only with respect to the specific matter described in such writing and will in no way be
deemed to be or construed as a further or continuing waiver of any such condition or of the breach of any
other provision, term, covenant, representation or warranty of this Agreement, and will not impair the rights
of the party granting such waiver in any other respect or at any other time. The failure of any party at any
time or times to require performance of any provision of this Agreement will in no manner affect the right
at a later date to enforce the same or to enforce any future compliance with or performance of any of the
provisions hereof.
10.10 Entire Agreement. This Agreement, together with the Transaction Documents, constitutes the
entire agreement among the parties hereto with respect to the subject matter hereof and supersedes and
cancels any and all prior agreements and understandings, both written and oral, among them relating to the
subject matter hereof.
10.11 Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under
present or future laws effective during the term hereof, such provision will be fully severable and this
Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision never
comprised a part hereof, and the remaining provisions hereof will remain in full force and effect and will
not be affected by the illegal, invalid or unenforceable provision or by its severance here from.
21

DocuSign Envelope ID: 017368E4-9207-418B-8C46-E9F049E786F7
10.12 Buyer's Inspection; Adequacy of Disclosure. No inspection or investigation by Buyer of any
matter relating to the Acquired Assets or the Business of Seller Parties will be deemed a waiver by Buyer
of any representation, warranty, or covenant of Seller Parties. Any item disclosed in any Schedule hereto
in connection with a representation, warranty, or covenant of Seller Parties will be deemed disclosed only
in connection with the specific representation, warranty, or covenant to which the item is explicitly
referenced.
10.13 Meaning of Knowledge. Any reference in this Agreement or in any other Transaction Document
to Seller Parties' "knowledge" (whether to "Seller Parties' best knowledge", to "the knowledge of Seller
Parties" or other similar expressions relating to the knowledge or awareness of Seller Parties) will mean
and include all matters which Principal actually knows . In making each representation or warranty set forth
in any Transaction Documents which is qualified by any such expression as to the knowledge of Seller
Parties, Seller Parties hereby represents and warrants that it has duly and diligently inquired of all relevant
officers, managers, employees, and agents of Seller as to the accuracy and completeness of such
representation or warranty.
10.14 Counterparts. This Agreement and the other Transaction Documents may be executed in one or
more counterparts, each of which will constitute an original but all of which, taken together, will constitute
but one agreement. Further, each Transaction Document, and any amendments thereto, to the extent signed
and delivered by means of electronic transmission, will be treated in all manner and respects as an original
contract and will be considered to have the same binding legal effects as if it were the original signed
version thereof delivered in person. At the request of any party, each other party will re -execute original
forms thereof and deliver them to the other parties. No party will raise the use of electronic to deliver a
signature or the fact that any signature was transmitted or communicated through such means as a defense
to the formation of a contract and each party forever waives any such defense.
10.15 Separate Counsel. Buyer and Seller Parties have each retained their own separate counsel and
each party will pay its own counsel fees in connection with this purchase and sale.
[Signature Pages to Follow]
22

DocuSign Envelope ID: 017368E4-9207-418B-8C46-E9F049E786F7
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the
date first above written.
BUYER:
Steelfab of Virginia, Inc.
a Virginia corporation
DocuSigned by:
By. �D U f qm' (SEAL)
Rob Burlington, President
SELLER:
Hercules Steel Company, Incorporated.
a North Carolina corporation
DocuSigneedd by: �/,
6.
By. �F�z7zF�,��QddA (SEAL)
Lynn B. Jourden, President
PRINCIPAL
DocuSigneedd by: � - AA,,
DFC373FC1539448...
Lynn B. Jourden
[Signature Page to Asset Purchase Agreement]

DocuSign Envelope ID: 2D64CDE6-8A28-4887-9C28-435579087829
EXHIBIT "A"
Legal Description
Lying and being situate in Cumberland County, North Carolina, and being more
particularly described as follows (6 tracts):
TRACT 1:
FEGINf+�iNG AT A concRZ72 Mo#AQ1MRT IN 7R8 #7bRTH 7SRN XA;rR rN OF Tpr 90 FOOT
RIGHT-OF-KAY OF THE SEABOARD COAST EINE -RAIL. AD, AT THE N=RWEST 47ORNER OF
THE 25 ACRE TRACT =C4IBED IN A DEED FROM CHAS. G. ROSE, JR.r HT ALE, TO J.E.
N3 R19, RECORDED rW ROCK NC]_ 6I4, PAGE 249, CUgRERLAND REGISTRY, 2ND RLTMING
TNE}JC' R11Tf{ TH£ M RTHEASTEkK MAR91Ar OF SAID RAILROAD RIaKT-OP-NAY, h.M 40 FEET
FROM THE CENTER LFNE OF THE RArLROAD, NORTH 38' 20" WKEr 235-50 FEET TO A NEW
CONCRETE MONUMENT; THHNCE A NEW LINE, NORTH 52' 40' EAST 370-I9 FEET TO A NEW
CONCRETE MONUMENT IN THE SOUTHNE5TERN MAROrf4 OF A EU FOOT R1Gff7-OF-NAY: THENCE
WITFI Tfff SCUTKW£STERN MARGIN OF SAZD RSA-DF-Ri1SY, 50uTff 35, 17, Easr 23.5.3ii
r£6T TV A NEW GONGKZTZ Rullun-rMr I& THE SVUTHW65TZfV IVIRGIN OF 5AIP R.15dT-Of`-WAY
IN Ttfl VC,19710AN LIiJE Cir TffE J. L. jwiwIS rmc1 z' Fxrz jKLP IV' iKENc
,SOUTfi 51' 40' WEST 369.9,3 FEET M TBf PLACE AND EGIFT Of BE=NNING, AND BEING
TWO (2) AC',I{SS AU SORT VEYED BY JrPlTr BUTIC,E, REIGISTERSD LAND 5URVEYOR, L-1271,
.7i1NF,r 1979.
PEGIN AT A POINT IN C,RANTORFS NORTHEASTEALY R.T= Of WAY LINE LOCATED 40 FEET
NORif iZ7ERLY, FlJw'13JFED AT RIG fT ANGLES, rR(;M Tiff CENTER LrNB OF GRRNTOF€'5 NAIN
L:NE MACE BZTVZEit N ETH CAROLtNA ANU 1'fANCh55rFM VVATn' CAROLINA,
AND �?1I06.04 FSE7' NOR78-WESTSRLYr NZASUPSP ALONG $AID CENTER LIIaE, FRakf
G.WVTOR'S h[JLE'POST AE-.?C'5i SAID F0IN7 ALSO BErNG THE ZyT,ZTAN-MDST COPJZR OF
LAND COWZYSP AY GRANTOR SO CHAPZZE; F. SIfIT#fSOYVf BY REED DATER .SEPTSMBER 9,
1976, RVN THENCE VaRTH 38�5' 10' WEFT, PARALLEL R�ISN SAID cE=R FINS, 363. BS
FEET: THENCE' NoRm 51' -001 EAST, 350 FEED, =brE SOUTH 359w 2Ci' EAST, 363.95
FEET TO THE NORT2{ } YJST CORNER OF LAND CON FYSD TO CHARLES S. riHITHSON BY SAID
DEED, ThEA+CE 50UTff 51` 40' WEST, ALCTOG TAE N9RTfiPZ57TFdV MV5T LINE Of LAND
GONYZIED TO CNARIS5 F. 5XITK59Y 81C SAID IJL£D, 370 rzzr ro rtz FOIIYT or
&Z(GZN44 A*. CQA?rA1rel�vc 3 AC.45'S, MORE OR ZX.5ri. , AlviD B8ZM j1A>P& wt rJ?ZYP or
cPArJI'oM•s 1�sv: s�o r r �e s �"W4?M Na. DATSD JAWAn V, 1979, Krrcrrr
PRU Nr r5 ATTACHED FI£RE'FO AND M1L73 A FART REREP£.
TRACT 3:
F£GINNIf AT A CONCRETE MONUMENT IN TffF 90A=A57 MARGIN QR TIZ 00' RIGtfT oP
WAY Of ME FOAMER SUa.45QAFD COAST LINE RAIL VAD, AL50 YKE N"RTffFIEST CO,RtTii Or A
TWO (2) ACRE TRACT CONVEYED TO LF&ki N LEASING CCRF., BT DEED IN BOOK 2719, PAGE
15 7 e CULEMELAND CPViVTY FZGIETIRY, AND AUBNING THENCE WITH 62L7D FAILROAD RED' l OF
WAYS AND 4D' PRCY THE CENTER LINE OF SHE RAILROAD MAIN LINE TRACE BETWEEN
FAYETMVILLE AND MANC1 67ER, AaD RUMINC. THENCE N ATH 38 DMRE,ES 20 MINUTES
WEST 539.0 FEET TO A CONCRETE 13DNUkiENT, THE NORTEPESS CORNER OF TEFL' GRANY R'S
FROFE=7 T'RENCE MhRTR 51 DEGREES 40 MINUTES EAST 376.$6 FEET TO A CONCRETE
MOARY ENT IN THE NQRThWEST MP91-9 OF THE 60' FtrC,HT OF WAY 9, R. 2 14 j THENCE
SOUPY 39 DEGREES 17 PHNUT.ES EAST 539. 04 FEET TO A CONCRETE hI0NEMENT IN SAID
RIGHT OF WAYi THENCE SWTH 31 DEi Ri EES 4 0 MINUTES REST 37P. 14 FEET TO A CONCRETE
MONi1Pi=. THE PLACE AND FOINT OF MWINNIAGr AND BEING T7EE SAME LAND SHOPON ON A
FLAT MADE BY IARkY KING AND AS.SCCIATES, IiARCf# 5, 1985, A COPY (DE WKICH FLAT IS
GIVEN TO THE GR YTEES CN THE DATE OF TRS SALE OF THIS PROPERTY BY Tom' GRA. RS
RIVREIN.
Page 8 of 11
Buyer Initials Seller Initials ��'�

DocuSign Envelope ID: 2D64CDE6-8A28-4887-9C28-435579087829
TRACT 4:
Being all of Tract 1 (consisting cf 13.85 acres, more or less) shown on plat entitled "Property of and
Survey for J B H I nc_' recorded in Plat Book 142, page 73 in the Office of the Register of Deeds for
Cumberland County, North Carolina.
TOGETHER WITH easements contained or conveyed in that deed recorded in Book 2420, page 497 in
the Cu mbedand County Register of Deeds.
TOGETHER WITH easements contained or conveyed in that Deed recorded in Boole 3481, page 128 in
the Cumberland County Register of Deeds.
TRACT 5.
BEGINNING AT A POINT IN THE SOUTf ERN LINE OF SPATE RAID Lac7. 1614 AT TT�
JNTSRSEY3'ION OF Tar SOUTFISRli RIGHT -OF-WAY OF SAID STATE' RiQAD NO. 1514, WITH THE
-,TASTIrAW LZNPL AF T9 1CI T-OF-WAY *P rFX ATI.AWTJC COAST DSNR AaILRp1ADr AUN9
2'KKRCE ALOAir. TRF SOUThERN LINE' OF THE RIGHT-OF-10AY OF STATE ROAD NO. 1614,
No= 63 DEGREES 02 MI U7ES EAST 254.15 PSEr TO A TOINri RVN5 TBENCE ALONG ZBE
SQVYUEW LINE OF T'FIN R GffT-(?F-"X- OF STArS ROAD NO. 1614, N2UIT 64 DEGREEZ 04
RrNUTES EAST 439. 13 FEET TO A POINT, 1Rf1NS ThENCF ALONG Thy' SOUTHERN LINE OF
STATE ROAD NO, 11514, NORTE 64 DEGREES 12 F!f',`UTES EAST 643.72 FEET TO A POINT
£VIOESCED BY AN EXZSTINC IRON PIPE; RUNS TIZENCE SOUTH 32 DEGREES 52 MINUTES
PAST 006-02 PEST n AN 2RON PIms FulvS TI wcc sovm 51 DECrR=6 40 111br i'S5 WEST
1M.69 MET TO AN F-CISTIW IRON PIPE IN MF FaAi$T$&N ZINE OF TH{ J.2ZCWT-Dr-WAY
OF THE ATLANTIC CO -A T IINE 4ArZACAD; RUMS TJlX C�: MRT9 38 D£CRUS 20 0I=9
WEST ALONG TEE EASTF.Rt; LANE OF THE RIGHT-OF-WAY OE THE ATLANTIC WAST LINE
RAIL.RC)AD I1669 90 FEET TO TIN POINT AND PLACE OF FECSNKrm1 , R1JhTAININC 29.8
ACRES, MORU OR LESB.
TRACT fie
BE'GSIJNIN3 AS TEE FO= OF INTERU=ICV OF = NORMWE57ERN i�25f#'II4 OF rdE 100
FOOT PT= OF WAY, MORTE CAROIrNA NIGEffAY #59f AS EETABLIS= BY RIEPfT-OF-WAY
AGREMENT DATED HARCYi 20, 1951, FRa4 f!Fl.LRF.ES 0. ROSE TOE' MY MRTH CAROLINA
5?ATE HIJhf AY CaTI£SSION, AND THE NURTHWESTERN BOUNDARY LLNE' OF THE
RIG11T'-OF-WAY OF THE A77ANTXC COAST LIVE MILROL20 C0PfPANf'5 FAYETTEYILLE-SANFORD
M&TAr rFACT, ffKICff RIGffT-QP- WAY FS 40 FEET WIDE CV EACff SrVE 9F ME CENMR LINE
OF SAID 112LM TRACT; R VIM TRENCD PARALLEL TO THE CENTER L.I2,TE OF SAID Plkl?J
TRACT NORTH 38 DEGREE'S ;�D MINUTES WEESY 756 FEET TO A CONC'RE`T'E'HOi'UMENIT; THENCE
METH 91 DEGREE.F 04 l4INVTEl 5 EAST 370 FEET TO A C0VCRETE' ROWRIWT, TIDE'
SOUTffA�ESTERN LINE OF R 60 FOOT 3Tt =Z; TtfERCS ALONG TKC 1<rAR"22V OF SAID STREET,
E40UTRr 38r 2 E RREE 20 MINUTE'S EAUT 963. Sl z FEES' TO A FOINr IN = 3i BTHIVESTE'RN
2QRGIN OF TFIE 100 FOOT RZG'HT-OF-WAY OF NORTH CAROLINA HIGFE4AY #591 THENCE WITH
RAID M&RGIN TRE iOLLOWIW COUREFS AND DX6YrALVCF TO THE POINT OF PSGSNNING. SOUTH
45 DEGRPE'S 31 AINUM9 NEST 52.80 PE',BT; TMINCE 9MTR 52 DE'M= 32 MINUTE'S PJE.SS
5O PEST; THENCE SO[7Y'ff 33 DEORES3 55 MINUTE'S WEST 50 =T; THENCE SOUTH 37
DEeREEs .50 miAruTE,S fflES'T SO FEETf ThENCE SOUTH 33 DEGREES 10 MINUTES WFgT 17$. 61
FEET TO TEE POINT OF DEG'INNIN43e A?Z CONTAINING 6.14 -ACRES, MPF.S OR LESS,
LESS AND EXCEPT the land conveyed by General Warranty Deed recorded in Book 4693, page 862,
Cumberland County Registry.
Page 9 of 11
Buyer Initials Seller Initials ���

BK 11268 PG 0213 FILED ELECTRONICALLY
CUMBERLAND COUNTY NC
J. LEE WARREN, JR.
FILED Oct 01, 2021
AT 03:02:31 PM
BOOK 11268
START PAGE 0213
END PAGE 0215
INSTRUMENT # 46034
RECORDING $26.00
EXCISE TAX $5,399.00
NORTH CAROLINA SPECIAL WARRANTY DEED
[No Title Search By Preparer]
Excise Tax: $5,399.00
Tax Lot #: Parcel Identifier #: 0429-514355
Verified by; County on the day of .2021.
Mail after recording to: Grantee
Instrument was prepared by: Robert G. Ray, Attorney
Description for the Index:
Property described herein is not the principal residence of the Grantor,
This Deed is made on this the -Lit day of D (:6- , 2021.
GRANTOR
GRANTEE
Hercules Steel Company, Incorporated
SteelFab of Virginia, Inc.
P.O. Drawer 35208
5105 Bur Oak Circle, Suite 100
Fayetteville, NC 28303
Raleigh, NC 27312
The designation Grantor and Grantee used herein includes said parties, their heirs, successors,
and assigns, and includes the singular, plural, masculine, feminine or neuter.
WITNESSETH, that the Grantor, for a valuable consideration paid by the Grantee, the receipt of
which is hereby acknowledged, has and by these presents does grant, bargain, sell and convey unto
the Grantee in fee simple, all of Grantor's interest in that certain lots or parcels of land situated in
Cumberland, North Carolina and more particularly described as:
See Exhibit "A" attached hereto and incorporated herein by reference,
submitted electronically by "Chicago Title Company, LLC"
in compliance with North Carolina statutes governing recordable documents
and the terms of the submitter agreement with the Cumberland County Register of Deeds.

BK 11268 PG 0214
TO HAVE AND TO HOLD the aforesaid lot or parcel of land and all privileges and appurtenances
thereto belonging to the Grantee in The simple.
And the Grantor covenants with the Grantee, that Grantor has done nothing to impair such title
as Grantor received, and Grantor will warrant and defend the title against the lawful claims of all
persons claiming by, under or through Grantor, except for the exceptions hereinafter stated.
This property described herein is not the principal residence of the Grantor.
Title to the property hereinabove described is subject to 2021 ad valorem taxes; restrictive
covenants and easements as may appear of record; and matters of zoning.
IN WITNESS WHEREOF, the Grantor has hereunto set their hand and seal on this day and year as
first written above.
ANY, INCORPORATED
[SEAL]
SATE OF � �\ y".
I1 COUNTY
I, �MYV l JbPID a Notary Public of the County and State aforesaid,
certify that Lynn B. ]ourden, President of Hercules Steel Company, Incorporated, personally
appeared before me this day and acknowledged the due execution of the foregoing instrument in
top capacity indicated. Witness my hand and official stamp or seal, this ',2_ day of
2021.
`"1 l Jll�
_, Notary Public
My Commission Expires: Q1-2-D -2-c�
(Affix Notary Seal) ES
omo SEAL
Nonh Cara ma.Cumb�+dC-TdYNAOMI WEBB
NOTARY PUBLIC

BK 11268 PG 0215
E II�IT "A"
TRACT 6:
BEGINNING AT THE POINT OF INTERSECTION OF THE NORTHWESTERN MARGIN
OF THE 100 FOOT RIGHT OF WAY, NORTH CAROLINA HIGHWAY #59, AS
ESTABLISHED BY RIGHT-OF-WAY AGREEMENT DATED MARCH 20, 1951, FROM
CHARLES G. ROSE TO THE NORTH CAROLINA STATE HIGHWAY COMMISSION,
AND THE NORTHWESTERN BOUNDRY LINE OF THE RIGHT -OF WAY- OF THE
ATLANTIC COAST LINE RAILROAD COMPANY'S FAYETTEVILLE-SANFORD MAIN
TRACT, WHICH RIGHT-OF-WAY IS 40 FEET WIDE ON EACH SIDE OF THE CENTER
LINE OF SAID MAIN TRACT; RUNNING THENCE PARALLEL TO THE CENTER LINE
OF SAID MAIN TRACT NORTH 38 DEGREES 20 MINUTES WEST 756 FEET TO A
CONCRETE MONUMENT; THENCE NORTH 51 DEGREES 04 MINUTES EAST 370 FEET
TO A. CONCRETE MONUMENT, THE SOUTHWESTERN LINE OF A 60 FOOT STREET;
THENCE ALONG THE MARGIN OF SAID STREET, SOUTH 38 DEGREES 20 MINUTES
EAST 663.90 FEET TO A POINT IN THE NORTHWESTERN MARGIN OF THE 100 FOOT
RIGHT-OF-WAY OF NORTH CAROLINA HIGHWAY #59; THENCE WITH SAID
MARGIN THE FOLLOWING COURSES AND DISTANCE TO THE POINT OF
BEGINNING; SOUTH 45 DEGREES 51 MINUTES WEST 52.80 FEET; THENCE SOUTH 52
DEGREES 52 MINUTES WEST 50 FEET; THENCE SOUTH 39 DEGREES 55 MINUTES
WEST 50 FEET; THENCE SOUTH 37 DEGREES 50 MINUTES WEST 50 FEET; THENCE
SOUTH 33 DEGREES 10 MINUTES WEST 179.61 FEET TO THE POINT OF BEGINNING,
AND CONTAINING 6.14 ACRES, MORE OR LESS.
LESS AND EXCEPT the land conveyed by General Warranty Deed recorded in Book 4693,
page 862, Cumberland county Registry.

Excise Tax:
Tax Lot #:
Verified by:
$0.00
BK 11268 PG 0216
NORTH CAROLINA NON -WARRANTY DEED
[No Title Search By Preparer]
Mail after recording to: Grantee.
FILED ELECTRONICALLY
CUMBERLAND COUNTY NC
J. LEE WARREN, JR.
----------------------
----------------------
FILED Oct 01, 2021
AT 03:02:31 PM
BOOK 11268
START PAGE 0216
END PAGE 0218
INSTRUMENT # 46035
RECORDING $26.00
EXCISE TAX $0.00
Parcel Identifier #: 0429-51-4355
County on the day of 12021.
Instrument was prepared by: Robert G. Ray, Attorney
Description for the Index:
Property described herein is not the principal residence of the Grantor.
This Deed is made on this the day of , 2021.
GRANTOR
GRANTEE
Hercules Steel Company, Incorporated
SteelFab of Virginia, Inc.
P.O. Drawer 35208
5105 Bur Oak Circle, Suite 100
Fayetteville, NC 28303
Raleigh, NC 27312
The designation Grantor and Grantee used herein includes said parties, their heirs, successors,
and assigns, and includes the singular, plural, masculine, feminine or neuter.
WITNESSETH, that the Grantor, for a valuable consideration paid by the Grantee, the receipt of
which is hereby acknowledged, has and by these presents does grant, bargain, sell and convey unto
the Grantee in fee simple, all of Grantor's interest in that certain lots or parcels of land situated in
Cumberland, North Carolina and more particularly described as:
See Exhibit "A" attached hereto and incorporated herein by reference.
submitted electronically by "Chicago Title Company, LLC"
in compliance with North Carolina statutes governing recordable documents
and the terms of the submitter agreement with the Cumberland County Register of Deeds.

BK 11268 PG 0217
To HAVE AND TO HOLD the aforesaid lots or parcels of land and all privileges and appurtenances
thereto belonging to the Grantee in fee simple.
The Grantor makes no warranty, express or implied, as to title to the property hereinabove
described.
This property described herein is not the principal residence of the Grantor.
Title to the property hereinabove described is subject to 2021 ad valorem taxes; and such liens,
encumbrances, restrictive covenants and easements as may appear of record.
IN WITNESS WHEREOF, the Grantor has hereunto set their hand and seal on this day and year as
first written above.
ANY, INCORPORATED
[SEAL1
, PRESIDENT
STATE OF '-Ul[jY`� _ ecWw O&
a A 1M�r1Pt/1 / lti'1l� COUNTY
I, a Notary Public of the County and State aforesaid,
certify that Lynn B. Jourden, President of Hercules Steel Company, Incorporated, personally
appeared before me this day and acknowledged the due execution of the foregoing instrument in
the capacity indicated. Witness my hand and official stamp or seal, this ,b day of
2021.
Notary Public
My Commission Expires: bl-2l7-28
(Affix Notary Seal) ,•�. OFFK14LSEAL
North Cxorwa.Cw*vlaM county
NAOMI WEBB
�r,� NOTARY PUBLIC

BK 11268 PG 0218
EXIM11 "A99
TRACT 6
Being that certain parcel of land lying and being in the City of Fayetteville, Cumberland County,
North Carolina and being more particularly described as follows
BEGINNING at a calculated point within the right-of-way of Country Club Drive, said point
also being located on the extension of the eastern margin of the right-of-way of Seaboard
Coastline Railroad; thence with the eastern margin of Seaboard Coastline Railroad N 38°20'01"
W crossing an existing nail on the northern margin of the right-of-way of Country Club Drive at
a distance of 21.08' for a total distance of 777.03' to a 1-1/4" existing iron pipe located at the
southwest corner of the BVI Investments, LLC property as described in Deed Book 9150, Page
715; thence with the BVI Investments, LLC property N 51°40'08" E a distance of 370.07' to a
112" existing iron rod located on the western margin of the right-of-way of Distribution Drive;
thence with the western margin of Distribution Drive the following two (2) courses and
distances: 1) S 38°20'00" E a distance of 648.73' to a 1/2" new iron rod; 2) S 03°33'02" W a
distance of 21.77' to a 1/2" new iron rod located on the northern margin of the right-of-way of
Country CIub Drive; thence with the northern margin of Country Club Drive with a curve
turning to the right with an are length of 14.58', a radius of 100493', having a chord of N
46°50'52" E a distance of 14.58' to a new nail; thence within the right-of-way of Country Club
Drive the following six (6) courses and distances: 1) S 38°20'00" E a distance of 19.77' to a
calculated point; 2) S 45°54'43" W a distance of 53.42' to a calculated point; 3) S 42°26'46" W a
distance of 50.00' to a calculated point; 4) S 39°27'46" W a distance of 50.00' to a calculated
point; 5) S 37°00'46" W a distance of 50.00' to a calculated point; 6) S 33"10'46" W a distance of
179.59' to the point of beginning, having an area of 266,891 sq. ft. (6.1270 acres) according to a
survey by Cloninger Surveying & Mapping, PLLC dated August 13, 2021. File No. 1165.

BK 11268 PG 0206
NORTH CAROLINA SPECIAL WARRANTY DEED
[No Title Search By Preparer]
Excise Tax: $ 318.00
Tax Lot 4:
Verified by:
Mail after recording to: Grantee
FILED ELECTRONICALLY
CUMBERLAND COUNTY NC
J. LEE WARREN, JR.
----------------------
----------------------
FILED Oct 01, 2021
AT 03:02:31 PM
BOOK 11268
START PAGE 0206
END PAGE 0208
INSTRUMENT # 46032
RECORDING $26.00
EXCISE TAX $318.00
.Parcel Identifier #: 0429-34-8520, 0429-25-7544
County on the day of
Instrument was prepared by: Robert G. Ray, Attorney
Description for the Index:
Property described herein is not the principal residence of the Grantor.
This Deed is made on this the 30t' day of September, 2021.
2021.
GRANTOR
GRANTEE
J H B, Inc.
SteelFab of Virginia, Inc.
324 Glenburney Drive, # 103
5105 Bur Oak Circle, Suite 100
Fayetteville, NC 28303
Raleigh, NC 27312
The designation Grantor and Grantee used herein includes said parties, their heirs, successors,
and assigns, and includes the singular, plural, masculine, feminine or neuter.
WITNE$sETH, that the Grantor, for a valuable consideration paid by the Grantee, the receipt of
which is hereby acknowledged, has and by these presents does grant, bargain, sell and convey unto
the Grantee in fee simple, all of Grantor's interest in that certain lots or parcels of land situated in
Cumberland, North Carolina and more particularly described as:
See Exhibit "A" attached hereto and incorporated herein by reference.
submitted electronically by "Chicago Title Company, LLC"
in compliance with North Carolina statutes governing recordable documents
and the terms of the submitter agreement with the Cumberland County Register of Deeds.

BK 11268 PG 0207
To HAVE AND TO HOLD the aforesaid lot or parcel of land and all privileges and appurtenances
thereto belonging to the Grantee in fee simple.
And the Grantor covenants with the Grantee, that Grantor has done nothing to impair such title
as Grantor received, and Grantor will warrant and defend the title against the lawful claims of all
persons claiming by, under or through Grantor, except for the exceptions hereinafter stated.
This property described herein is not the principal residence of the Grantor.
Title to the property hereinabove described is subject to 2021 ad valorem taxes; such restrictive
covenants and easements as may appear of record; and matters of zoning.
IN WITNESS WHEREOF, the Grantor has hereunto set their hand and seal on this day and year as
first written above.
JH
EAL]
STATE OF LV) C2r "1J t &TOE 1�1C�
Lkmy)wny)A Coi1NW
I, `') o�.1 � C., a Notary Public of the County and State aforesaid,
certify that Gardner H. Altman, Jr., President of J H B, Inc., personally appeared before me this
day and acknowledged the due execution of the foregoing instrument in the capacity indicated.
Witness my hand and official stamp or seal, this 2,D day of SE' - , 2021.
41110W
Notary Public
My Commission Expires: 9-0-2y�
(Affix Notary Seal) is
OFFICA SEA,b.+r
North CM*W aW cnurrgrNAOMI WEBB
NOTARY PUBLIC

BK 11268 PG 0208
]EXHOIT "All
TRACT 4:
Being all of Tract 1 (consisting of 13.85 acres, more or less) shown on plat entitled "Property of
Survey for JBH Inc." recorded in Plat Book 142, Page 73 of the Office of the Register of Deeds
for Cumberland County, North Carolina.
TOGETHER WITH easements contained or conveyed in that Deed recorded in Book 2420, page
497 in the Cumberland County Register of Deeds.
TOGETHER WITH easements contained or conveyed in that Deed recorded in Book 3481, page
128 in the Cumberland County Register of Deeds.
TRACT 5:
BEGINNING AT A POINT IN THE SOUTHERN LINE OF STATE ROAD NO. 1614 AT THE
INTERSECTION OF THE SOUTHERN RIGHT-OF-WAY OF SAID STATE ROAD NO.
1614, WITH THE EASTERN LINE OF THE RIGHT-OF-WAY OF THE ATLANTIC COAST
LINE RAILROAD; RUNS THENCE ALONG THE SOUTHERN LINE OF THE RIGH-OF-
WAY OF STATE ROAD NO. 1614, NORTH 63 DEGREES 02 MINUTES EAST 254.15 FEET
TO A POINT; RUNS THENCE ALONG THE SOUTHERN LINE OF THE RIGHT-OF-WAY
OF STATE ROAD NO. 1614, NORTH 64 DEGREES 04 MINUTES EAST 439.13 FEET TO A
POINT; RUNS THENCE ALONG THE SOUTHERN LINE OF STATE ROAD NO. 1614,
NORTH 64 DEGRESS 12 MINUTES EAST 643.72 FEET TO A POINT EVIDENCED BY AN
EXISTING IRON PIPE; RUNS THENCE SOUTH 32 DEGREES 52 MINUTES EAST 886.82
FEET TO AN IRON PIPE; RUNS THENCE SOUTH 51 DEGREES 40 MINUTES WEST
1221.89 FEET TO AN EXISTING IRON PIPE IN THE EASTERN LINE OF THE RIGHT-OF-
WAY OF THE ATLANTIC COAST LINE RAILROAD; RUNS THENCE NORTH 38
DEGREES 20 MINUTES WEST ALONG THE EASTERN LINE OF THE RIGHT-OF-WAY
OF THE ATLANTIC COAST LINE RAILROAD 1166.90 FEET TO A POINT AND PLACE
OF BEGINNING, CONTAINING 29.8 ACRES, MORE OR LESS.

BK 11268 PG 0209
FILED ELECTRONICALLY
CUMBERLAND COUNTY NC
J. LEE WARREN, JR.
Excise Tax:
Tax Lot #:
Verified by:
$0.00
NORTH CAROLINA NON -WARRANTY DEED
[No Title Search By Preparer]
Mail after recording to: Grantee
FILED Oct 01, 2021
AT 03:02:31 PM
BOOK 11268
START PAGE 0209
END PAGE 0212
INSTRUMENT # 46033
RECORDING $26.00
EXCISE TAX $0.00
Parcel Identifier #: 0429-34-8520, 0429-25-7544
County on the day of 12021.
Instrument was prepared by: Robert G. Ray, Attorney
Description for the Index:
Property described herein is not the principal residence of the Grantor.
This Deed is made on this the day of ()C 6)pU , 2021.
GRANTOR
GRANTEE
7 H B, Inc.
SteelFab of Virginia, Inc.
324 Glenburney Drive, #103
5105 Bur Oak Circle, Suite 100
Fayetteville, NC 28303
Raleigh, NC 27312
The designation Grantor and Grantee used herein includes said parties, their heirs, successors,
and assigns, and includes the singular, plural, masculine, feminine or neuter.
WITNESSETH, that the Grantor, for a valuable consideration paid by the Grantee, the receipt of
which is hereby acknowledged, has and by these presents does grant, bargain, sell and convey unto
the Grantee in fee simple, all of Grantor's interest in that certain lots or parcels of land situated in
Cumberland, North Carolina and more particularly described as:
See Exhibit "A" attached hereto and incorporated herein by reference.
submitted electronically by "Chicago Title Company, LLC"
in compliance with North Carolina statutes governing recordable documents
and the terms of the submitter agreement with the Cumberland County Register of Deeds.

BK 11268 PG 0210
TO HAVE AND TO HOLD the aforesaid lots or parcels of land and all privileges and appurtenances
thereto belonging to the Grantee in fee simple.
The Grantor makes no warranty, express or implied, as to title to the property hereinabove
described.
This property described herein is not the principal residence of the Grantor.
Title to the property hereinabove described is subject to 2021 ad valorem taxes; and such liens,
encumbrances, restrictive covenants and easements as may appear of record.
IN WITNESS WHEREOF, the Grantor has hereunto set their hand and seal on this day and year as
first written above.
J H n TATr
[SEAL]
STATE OF_ uya-" avnima
C�1�YY1Y COUNTY
I, A�AQ , a Notary Public of the County and State aforesaid,
certify that Gardner H, Altman, Jr., President of I H B, Inc., personally appeared before me this
day and acknowledged the due execution of the foregoing instrument in the capacity indicated.
Witness my hand and official stamp or seal, this _ -�1day of 2021.
Ufl ' Notary Public
My Commission Expires: 01-2,0-
F07
OF�iQAL SEAL
(Affix Notary Seal)N,,t, �,�.CUWb&Q d comer
NAOMI WEBB
NOTA€iY PUBUC

BKE11268 PGMIT 0211
cc
TRACT 4
Being that certain parcel of land lying and being in the City of Fayetteville, Cumberland County,
North Carolina and being more particularly described as follows
BEGINNING at an existing concrete monument located on a western line of the Pelican
Property Holdings, LLC Et al as described in Deed Book 8869, Page 3, said point also being
located at a southeast corner of the Jabco of Bladenboro, Inc. property as described in Deed
Book 11092, Page 98; thence with the Jabco of Bladenboro, Inc. property the following two (2)
courses and distances: 1) N 38°22'09" W crossing a 1" existing iron pipe at a distance of 439.55'
for a total distance of 1003.80' to a 1/2" new iron rod; 2) N 51 °33'58" E a distance of 1018.27' to
a 4" existing iron pipe Iocated on a western line of The City of Fayetteville property as described
in Deed Book 3636, Page 677; thence with The City of Fayetteville property and with the
aforesaid Pelican Property Holdings, LLC Et al property the following three (3) courses and
distances: 1) S 01°16'31" W a distance of 604.49' to a 1/2" new iron rod; 2) S 01°56'51" W a
distance of 707.65' to an existing concrete monument; 3) S 51 °39'37" W a distance of 174.73' to
the point of beginning, having an area of 601,419 sq. ft. (13.8067 acres) according to a survey by
Cloninger Surveying & Mapping, PLLC dated August 13, 2021. File No. 1165.

BK 11268 PG 0212
TRACT 5
Being that certain parcel of land lying and being in the City of Fayetteville, Cumberland County,
North Carolina and being more particularly described as follows
BEGINNING at a 1/2" new iron rod located at the intersection of the eastern margin of the
right-of-way of Seaboard Coastline Railroad and the southern margin of the right-of-way of
Shaw Mill Road; thence with the southern margin of Shaw Mill Road the following five (5)
courses and distances: 1) N 63°03'20" E a distance of 200.00' to a 1/2" new iron rod; 2) N
38°20'01" W a distance of 10.20' to a 1/2" new iron rod; 3) N 63°03'20" E a distance of 54.15' to
a 112" new iron rod; 4) N 64°05'20" E a distance of 439.13' to a 1/2" new iron rod; 5) N
64° 13'20" E a distance of 643.72' to a new nail located at the northwest corner of a portion of the
Barnhill Contracting Co. property as described in Deed Book 634, Page 245; thence with the
Barnhill Contracting Co. property S 32°40'32" E a distance of 885.59' to a 1/2" new iron rod
located on the northern line of the Jabco of Bladenboro, Inc. property as described.in Deed Book
11092, Page 98; thence with the Jabco of Bladenboro, Inc. property S 51°3T04" W a distance of
1219.01' to a 1/2" new iron rod located on the eastern margin of the right-of-way of Seaboard
Coastline Railroad; thence with the eastern margin of Seaboard Coastline Railroad N 38°20'01"
W a distance of 1156.70' to the point of beginning, having an area of 1,300,269 sq. ft. (29.8501
acres) according to a survey by Cloninger Surveying & Mapping, PLLC dated August 13, 2021.
File No. 1165.

BK 11268 PG 0197
FILED ELECTRONICALLY
CUMBERLAND COUNTY NC
J. LEE WARREN, JR.
----------------------
----------------------
FILED Oct 01, 2021
AT 03:02:31 PM
BOOK 11268
START PAGE 0197
END PAGE 0200
INSTRUMENT # 46030
RECORDING $26.00
EXCISE TAX $636.00
NORTH CAROLINA SPECIAL WARRANTY DEED
[No Title Search By Preparer]
Excise Tax: $636.00
Tax Lot #: Parcel Identifier #: 0429-33-9313, 0429-43-0099,
0429-33-6674.
Verified by: County on the day of. , 2021.
Mail after recording to: Grantee
Instrument was prepared by: Robert G. Ray, Attorney
Description for the Index:
Property described herein is not the principal residence of the Grantor,
This Deed is made on this the 30t" day of September, 2021.
GRANTOR
GRANTEE
MIT, Inc. a/k/a M.I.T., Inc. f/k/a M.I.T. of
Cumberland County, Inc.
SteelFab of Virginia, Inc.
324 Glenburney Drive, 4103
5105 Bur Oak Circle, Suite 100
Fayetteville, NC 28303
Raleigh, NC 27312
The designation Grantor and Grantee used herein includes said parties, their heirs, successors,
and assigns, and includes the singular, plural, masculine, feminine or neuter.
WITNESSETH, that the Grantor, for a valuable consideration paid by the Grantee, the receipt of
which is hereby acknowledged, has and by these presents does grant, bargain, sell and convey unto
the Grantee in fee simple, all of Grantor's interest in that certain Iots or parcels of land situated in
Cumberland, North Carolina and more particularly described as:
See Exhibit "A" attached hereto and incorporated herein by reference,
submitted electronically by "Chicago Title Company, LLC"
in compliance with North Carolina statutes governing recordable documents
and the terms of the submitter agreement with the Cumberland County Register of Deeds.

BK 11268 PG 0198
To HAVE AND TO HOLD the aforesaid lot or parcel of land and all privileges and appurtenances
thereto belonging to the Grantee in fee simple..
And the Grantor covenants with the Grantee, that Grantor has done nothing to impair such title
as Grantor received, and Grantor will warrant and defend the title against the lawful claims of all
persons claiming by, under or through Grantor, except for the exceptions hereinafter stated.
This property described herein is not the principal residence of the Grantor.
Title to the property hereinabove described is subject to 2021 ad valorem taxes; such restrictive
covenants and easements as may appear of record; and matters of zoning.
IN WITLESS wHEREoF, the Grantor has hereunto set their hand and seal on this day and. year as
first written above.
MIT, Inc. a/k/a M.I.T., Inc. f/k/a M.I.T. of
Cumberlan'0ounty, nc.
By: f _ [,'TEAL]
GARDNER 11. ALTMAN, .TR., PRE DENT
STATE OF noYA h L.(J.rO`1�QQ�
L11 YY11/}iC��/If1 COUNT''
wow , a Notary Public of the County and State aforesaid,
certify that Gardner H. Altman, X, President of MIT, Inc. a/k/a M.I.T., Inc. Ewa M.I.T. of
Cumberland County, Inc., personally appeared before me this day and acknowledged the due
execution of the foregoing instrument in the capacity indicated. Witness my hand and official
stamp or seal, this :?SD_ day of , 2021.
Notary Public
My Commission Expires: D1-?
(Affix Notary Seal) is
oFFx� sou.Noft ram.c mw"NAOMI WEBB
NOTARY PUBLIC

BK 11268 PG 0199
EXHIBIT "A"
TRACT 1:
BEGINNING AT A CONCRETE MONUMENT IN THE NORTHEASTERN MARGIN OF
THE 80 FOOT RIGHT-OF-WAY OF THE SEABOARD COAST LINE RAILROAD, AT THE
NORTHWEST CORNER OF THE 25 ACRE TRACT DESCRIBED IN A DEED FROM
CHAS. G. ROSE, JR., ET ALS. TO J.L. NORRIS, RECORDED IN BOOK NO. 614, PAGE
249, CUMBERLAND REGISTERY, AND RUNNING THENCE WITH THE
NORTHEASTERN MARGIN OF SAID RAILROAD RIGHT-OF-WAY, AND 40 FEET
FROM THE CENTER LINE OF THE RAILROAD, NORTH 38020" WEST 235.50 FEET TO
A NEW CONCRETE MONUMENT; THENCE A NEW LINE, NORTH 51 ° 40' EAST 370.14
FEET TO A NEW CONCRETE MONUMENT IN THE SOUTHWESTERN MARGIN OF A 60
FOOT RIGHT-OF-WAY; THENCE WITH THE SOUTHWESTERN MARGIN OF SAID
RIGHT -OF -WY, SOUTH 38° 17' EAST 235.50 FEET TO A NEW MONUMENT IN THE
SOUTHWESTERN MARGIN OF SAID RIGHT-OF-WAY IIN THE NORTHERN LINE OF
THE J.L. NORRIS TRACT HEREINBEFORE REFERRED TO; THENCE SOUTH 51 '40'
WEST 369.93 FEET TO THE PLACE AND POINT OF BEGINNING. AND BEING TWO (2)
ACRES AS SURVEYED BY JIMMY BUNCE, REGISTERED LAND SURVEYOR, L-1271,
JUNE, 1979.
TRACT 2:
BEGIN AT A POINT IN THE GRANTOR'S NORTHEASTERLY RIGHT OF WAY LINE
LOCATED 40 FEET NORTHEASTERLY, MEASURED AT RIGHT ANGLES, FROM THE
CENTER LINE OF GRANTOR'S MAIN LINE TRACK BETWEEN FAYETTEVILLE,
NORTH CAROLINA AND MANCHESTER, NORTH CAROLINA, AND 3,106.84 FEET
NORTH-WESTERLY, MEASURED ALONG SAID CENTER LINE, FROM GRANTOR'S
MILEPOST AE-206; SAID POINT ALSO BEING THE WESTERN -MOST CORNER OF
LAND CONVEYED BY GRANTOR TO CHARLES F. SMITHSON, BY DEED DATED
SEPTEMBER 9, 1976; RUN THENCE NORTH 38' 20' WEST, PARALLEL WITH SAID
CENTER LINE, 363.85 FEET; THENCE NORTH 51 ° 40' EAST, 370 FEET; THENCE
SOUTH 39" 20' EAST, 363.85 FEET TO THE NORTHERNMOST CORNER OF LAND
CONVEYED TO CHARLES S. SMITHSON BY SAID DEED; THENCE SOUTH 51° 40'
WEST, ALONG THE NORTHWESTERN MOST LINE OF LAND CONVEYED TO
CHARLES F. SMITHSON BY SAID DEED, 370 FEET TO THE POINT OF BEGINNING:
CONTAINING 3 ACRES, MORE OR LESS, AND BEING SHOWN ON PRINT OF
GRANTOR'S DIVISION ENGINEER'S DRAWING NO. MM-14, DATED JANUARY 23,
1979, WHICH PRINT IS ATTACHED HERETO AND MADE A PART HEREOF.

BK 11268 PG 0200
TRACT 3:
BEGINNING AT A CONCRETE MONUMENT IN THE NORTEAST MARGIN OF THE 60'
RIGHT OF WAY OF THE FORMER SEABOARD COAST LINE RAILROAD, ALSO THE
NORTHWEST CORNER OF A TWO (2) ACRE TRACT CONVEYE TO LEEMAN LEASING
CORP., BY DEED IN BOOK 2718, PAGE 157, CUMBERLAND COUNTY REGISTRY, AND
RUNNING THENCE WITH SAID RAILROAD RIGHT OF WAY, AND 40' FROM THE
CENTER LINE OF THE RAILROAD MAIIN LINE TRACK BETWEEN FAYETTEVILLE
AND MANCHESTER, AND RUNNING THENCE NORTH 38 DEGREES 20 MINUTES
WEST 538.0 FEET TO A CONCRETE MONUMENT, THE NORTHWEST CORNER OF THE
GRANTOR'S PROPERTY; THENCE NORTH 51 DEGREES 40 MINUTES EAST 376.96
FEET TO A CONCRETE MONUMENT IN THE NORTHWEST MARGIN OF THE 60'
RIGHT OF WAY S.R. 2414; THENCE SOUTH 38 DEGREES 17 MINUTES EAST 538.04
FEET TO A CONCRETE MONUMENT IN SAID RIGHT OF WAY; THENCE SOUTH 51
DEGREES 40 MINUTES WEST 370.14 FEET TO A CONCRETE MONUMENT. THE
PLACE AND POINT OF BEGINNING, AND BEING THE SAME LAND SHOWN ON A
PLAT MADE BY LARRY KING AND ASSOCIATES, MARCH 5, 1985, A COPY OF
WHICH PLAT IS GIVEN TO THE GRANTEES ON THE DATE OF THE SALE OF THIS
PROPERTY BY THE GRANTORS HEREIN.

BK 11268 PG 0201
FILED ELECTRONICALLY
CUMBERLAND COUNTY NC
J. LEE WARREN, JR.
NORTH CAROLINA NON -WARRANTY DEED
[No Title Search By Preparer]
FILED Oct 01, 2021
AT 03:02:31 PM
BOOK 11268
START PAGE 0201
END PAGE 0205
INSTRUMENT # 46031
RECORDING $26.00
EXCISE TAX $0.00
Excise Tax: $0.00
Tax Lot #: Parcel Identifier #: 0429-33-9313, 0429-43-0099,
0429-33-6674.
Verified by: County on the day of , 2021.
Mail after recording to: Grantee
Instrument was prepared by: Robert G. Ray, Attorney
Description for the Index:
Property described herein is not the principal residence of the Grantor.
This Deed is made on this the day of , 2021.
GRANTOR
GRANTEE
MIT, Inc. alkla M.I.T., Inc. f/k/a M.I.T. of
SteelFab of Virginia, Inc.
Cumberland County, Inc.
5105 Bur Oak Circle, Suite 100
324 Glenburney Drive, #103
Raleigh, NC 27312
Fayetteville, NC 28303
The designation Grantor and Grantee used herein includes said parties, their heirs, successors,
and assigns, and includes the singular, plural, masculine, feminine or neuter.
WITNESSETH, that the Grantor, for a valuable consideration paid by the Grantee, the receipt of
which is hereby acknowledged, has and by these presents does grant, bargain, sell and convey unto
the Grantee in fee simple, all of Grantor's interest in that certain lots or parcels of land situated in
Cumberland, North Carolina and more particularly described as:
submitted electronically by "Chicago Title Company, LLC"
in compliance with North Carolina statutes governing recordable documents
and the terms of the submitter agreement with the Cumberland County Register of Deeds.

BK 11268 PG 0202
See Exhibit "A" attached hereto and incorporated herein by reference.
To HAVE AND TO HOLD the aforesaid Iots or parcels of land and all privileges and appurtenances
thereto belonging to the Grantee in fee simple.
The Grantor makes no warranty, express or implied, as to title to the property hereinabove
described.
This property described herein is not the principal residence of the Grantor.
Title to the property hereittabove described is subject to 2021 ad valorem taxes; and such liens,
encumbrances, restrictive covenants and easements as may appear of record.
IN WITNESS WHEREOF, the Grantor has hereunto set then hand and seal on this day and year as
first written above.
NET, Inc. alkla M.I.T., Inc. flk/a M.I.T. of
Cumberland C,pkrftty, Inc.
By: SEAL]
GARDNER H. ALTMAN, , PRE ENT
STATE OF V 1uy
COUNTY
a Notary Public of the County and State aforesaid,
certify that Gardner H. Altman, Jr. President of MIT, Inc. a/k/a M.I.T., Inc. f/kla M.I.T. of
Cumberland County, Inc., personally appeared before me this day and acknowledged the due
execution of the fore ping instrument in the capacity indicated. Witness my hand and official
stamp or seal, this day of e , 2021.
Notaq Public
My Commission Expires: O 1-217-Z
.•�• OFF92AL SEAL
(Affix Notary Seal) Wrth C��,
-uk*nd C-ray
NAOMI WEBB
Es.��s NOTARY PUBLIC

BK 11268 PG 0203
El=rr 44A"
Being that certain parcel of land lying and being in the City of Fayetteville, Cumberland County,
North Carolina and being more particularly described as follows
BEGINNING at an existing concrete monument located on the western margin of the right-of-
way of Distribution Drive, said point also being located at the southeast corner of the M.I.T. of
Cumberland County, Inc. property as described in Deed Book 3838, Page 80; thence with the
western margin of Distribution Drive S 38°20'00" E a distance of 235.36' to an existing concrete
monument located at the northeast corner of the M.I.T, Inc. property described as Tract 2 in
Deed Book 4468, Page 392; thence with the M.I.T., Inc. property S 51°37'37" W a distance of
370.08' to an existing concrete monument located on the eastern margin of the right-of-way of
Seaboard Coastline Railroad; thence with the margin of Seaboard Coastline Railroad N
38°20'01" W a distance of 235.50' to an existing concrete monument located at the southwest
corner of the aforesaid M.I.T. of Cumberland County, Inc. property; thence with the M.I.T. of
Cumberland County, Inc. property N 51°38'56" E a distance of 370.08' to the point of beginning,
having an area of 87,127 sq. ft. (2.0002 acres) according to a survey by Cloninger Surveying &
Mapping, PLLC dated August 13, 2 02 1. File No. 1165.

BK 11268 PG 0204
TRACT 2
Being that certain parcel of land lying and being in the City of Fayetteville, Cumberland County,
North Carolina and being more particularly described as follows
BEGINNING at an existing concrete monument located on the western margin of the right-of-
way of Distribution Drive, said point also being located at the southeast corner of the M.I.T, Inc.
property described as Tract 1 in Deed Book 4468, Page 392; thence with the western margin of
Distribution Drive S 38°20'00" E a distance of 363.85' to a 1/2" new iron rod located at the
northeast corner of the Macdonalds Investments, LLC property as described in Deed Book 6938,
Page 701; thence with the Macdonalds Investments, LLC property S 51 °42'41" W a distance of
370.08' to a 5I8" existing iron rod located on the eastern margin of the right-of-way of Seaboard
Coastline Railroad; thence with the margin of Seaboard Coastline Railroad N 38°20'01" W a
distance of 363.30' to an existing concrete monument located at the southwest corner of the
aforesaid M.I.T, Inc. property; thence with the M.I.T, Inc. property N 51 °37'37" E a distance of
370.08' to the point of beginning, having an area of 134,552 sq. ft. (3.0889 acres) according to a
survey by Cloninger Surveying & Mapping, PLLC dated August 13, 2021. File No. 1165.

BK 11268 PG 0205
TRACT 3
Being that certain parcel of land lying and being in the City of Fayetteville, Cumberland County,
North Carolina and being more particularly described as follows
BEGINNING at an existing concrete monument located at the terminus of the western margin of
the right-of-way of Distribution Drive, said point also being located on the southeast line of the
Jabco of Bladenboro, Inc. property as described in Deed Book 11092, Page 98; thence with the
western margin of Distribution Drive S 38°20'00" E a distance of 538.16' to an existing concrete
monument located at the northeast corner of the M.I.T, Inc. property described as Tract 1 in
Deed Book 4468, Page 392; thence with the M.I.T., Inc. property S 51 °38'56" W a distance of
370.08' to an existing concrete monument located on the eastern margin of the right-of-way of
Seaboard Coastline Railroad; thence with the margin of Seaboard Coastline Railroad N
38°20'01" W a distance of 538.24' to an existing concrete monument located at the southwest
corner of the aforesaid Jabco of BIadenboro, Inc. property; thence with the Jabco of Bladenboro,
Inc. property N 51 °3937" E a distance of 370.08' to the point of beginning, having an area of
199,177 sq. ft. (4.5725 acres) according to a survey by Cloninger Surveying & Mapping, PLLC
dated August 13, 2021. File No. 1165.