NCG080770_Name-Owner Change Supporting Info_10/5/2018

ASSET PURCHASE AGREEMENT
BETWEEN TROLLEYS INC. d/b/a SUNWAY,
ACADEMY BUS LLC AND FRAW4AR LEASING LLC AND/OR their ASSIGNEE
MOW
THIS ASSET PURCHASE AGREEMENT .( the t'APA" ) dated.
2017, by and among TROLLEYS INC., d/b/a Sunway, a North Carolina
corporation having a principal business office address at 2400
Queen City Drive, Charlotte, North Carolina, 28108, (hereinafter
referred to as "TROLLEYS"), and ACADEMY BUS L.L.C. ("ACADEMY")..
a Florida limited liability company, authorized to do business
in the State of Florida and an FMSCA motor carrier, having its
local business office address at 11077 NW 36th Ave and 3595 NW
110th St, Miami, Florida, and FRANMAR LEASING LLC, ("Franmar"),
and/or its assignee. FRANMAR is a non -carrier. Franmar's
principal business office address is located at 111 Paterson
Avenue, Hoboken, New Jersey, 07030.
TROLLEYS is sometimes hereinafter referred to as the
"Seller" and ACADEMY AND FRANMAR are sometimes referred to
herein as the "Buyers". Each individual company is also referred
to as a "Party." All capitalized terms have the meanings
ascribed to such terms in Article I, or as otherwise defined
herein.
TRANSACTION SUMMARY
A. SELLER'S BUSINESS: TROLLEYS is engaged in the charter
and contract passenger transportation business by motor
coach ("Motor Coach Business"). TROLLEYS desires to sell
certain of its non -motor coach assets and certain motor
coaches identified in Exhibit "A", only, annexed hereto and
made a part hereof, that are used and related to its
charter transportation business located and conducted from
its garage/terminal facility at 1251 W. Craighead Road,
Charlotte, North Carolina, 28206 (the "Craighead Location")
(hereinafter collectively the "Acquired Assets"), free and
clear of all liens, liabilities, judgments, contracts,
rights claims and interests to the Buyers herein named. It
is specifically agreed that all Line Run Business and any
assets associated therewith shall be retained by Trolleys
and relocated to Trolleys' Queen City Drive location. The
aggregate purchase prase for the non -motor coach assets to
be sold by the Seller is the sum of Four Hundred Ten
Thousand ($410,000.00) Dollars, axed the aggregate purchase
price for the motor coach assets identified in Exhibit "A"
to be acquired is One Million Fifty Thousand
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($1,050,000.00) Dollars. Collectively the non -motor coach
assets and the motor coach assets are referred to as the
"Acquired Assets".
By this sale of its 1251 W. Craighead Road, Charlotte,
North Carolina terminal, TROLLEYS agrees that for a period
of two (2) years from the Closing Date hereunder, TROLLEYS
and its principals, officers and directors, collectively
the "Non -Compete Parties", including their respective
successors, administrators and assigns in interest, shall
not use more than ten (10) motor coaches having a seating
capacity of 40 or more passengers garaged in Charlotte, NC
and not including Trolley type buses, transit vehicles,
mini buses and leased buses for events in Charlotte, NC and
surrounding areas)to originate transportation charter
passenger services from the environs of the City of
Charlotte during the term of the covenant.
The Non -Compete Parties further agree and acknowledge that
the time restriction and geographical restrictions described
herein are fair and reasonable as Academy is purchasing the
Craighead Location motor coach transportation business of the
Seller in Charlotte as described above. The Non -Compete Parties
hereby consent to be bound to this covenant, knowing that
ACADEMY/FRANMAR would not enter into this Agreement with
TROLLEYS unless the Non -Compete Parties executed and delivered
this covenant to ACADEMY/FRANMAR.
Buyers agree that except to the extent prohibited herein,
Seller shall continue to operate passenger transportation
services from each of Trolleys other garage/terminal facility
locations within the States of North Carolina and South Carolina
(hereinafter collectively the "Transportation Assets Retained").
B. OPERATING AUTHORITY: TROLLEYS holds Certificates of Public
Convenience and Necessity issued by various governmental
agencies authorizing TROLLEYS to conduct passenger
transportation services for hire in interstate and intrastate
commerce. TROLLEYS shall retain all of its operating
certificates which are not included in this sale. TROLLEYS'
USDOT Number is: 1167599 and MC Number is 467861.
C. DESCRIPTION OF THE TRANSACTION:
(1) Section 2.01 of th
Assets TROLLEYS shall sell t,
APA. The Acquired Assets ar
categories namely, the Motor
s APA describes all of the Acquired
the Buyers under the terms of this
divided'into two principal
Coach Acquired Assets and the Non -
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Motor Coach Acquired Assets collectively sometimes hereinafter
•referred to as the "Acquired Assets". Unless otherwise
expressly indicated hereinafter, TROLLEYS represents that it
holds good and marketable legal title to all of the Acquired
Assets to be sold under this transaction, and that to the extent
that any of the Acquired Assets are subject to liens, .
restrictions, taxes, judgments, interests and/or claims of third
parties, (hereinafter collectively referred to as the "Liens")
said Liens 'shall be discharged by TROLLEYS at, or prior to, the
Closing to permit all of the Acquired Assets to be transferred
to the Buyers free and clear of such Liens. TROLLEYS agrees to
fully cooperate with the Buyers to complete the intended
transaction by executing and delivering such instruments as
maybe reasonably required to complete the transactions
contemplated hereunder, including the delivery of copies of the
motor coach titles to the vehicles described in Exhibit A to the
Buyers, to permit the Buyers to prepare the necessary motor
vehicle forms required to transfer title by the State of
Carolina, and/or the state in which such vehicle is titled,
without delay. Original motor vehicle titles to all of the
motor coaches described in Exhibit "A" shall be delivered to the
Buyers at Closing free of Liens.
(2) Existing Lease Assumption and Contingency: TROLLEYS
has advised the BUYERS that its location at 1251 W. Craighead
Road, Charlotte, North Carolina, 28201 (hereinafter the
"Property") is a leased location. This transaction is expressly
conditioned upon Academy Bus LLC's ability to assume the
existing lease agreement between the Landlord, the Kenneth M
Chilton Revocable Trust, and TROLLEYS dated April 15, 2015
as currently written. Seller has not provided Buyer with a true
copy of the lease and Buyer reserves the right to require
changes/revisions to the lease term as a condition of its
assumption of the same. This transaction is further expressly
conditioned upon Academy Bus LLC's ability to negotiate terms,
in its sole judgment and absolute discretion, for a lease
extension agreement, and/or, in a real estate purchase
agreement, with the Landlord/Owner of the Property prior to the
estimated closing date of this APA. If at any time, Academy
determines in its sole judgment that it is unable to
successfully conclude negotiations of the lease extension and/or
a real estate contract purchase with the Landlord/Owner, then
Academy shall notify TROLLEYS in writing of its determination to
terminate this Agreement (hereinafter, the "Termination
Notice"). Upon TROLLEYS receipt of the Termination Notice all
rights of the respective parties existing at law, or in equity,

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shall cease and this Agreement shall be of no further legal
force and effect, except that any good faith deposit funds of
the Buyers held in escrow, if any, shall be promptly returned to
Academy within five (5 ) days of TROLLEYS receipt of the
Termination Notice.
(3) Underground Storage Tanks: In the event that
Underground Storage Tanks ("UST") are located and exist at the
Property, the lease agreement shall expressly provide that
Academy shall have no responsibility to remove the same, nor to
ameliorate any environmental contamination condition caused by
the same. TROLLEYS shall have sole responsibility in that
regard. TROLLEYS shall save, hold harmless, defend and
indemnify Academy from and against any such claims.
(4) Other Acquired Assets: Included in the sale of the
non -motor vehicle Acquired Assets are each of the following
described assets:
1). The New Samsung phone system;
2) . Telephone number 704--596-2222 Fax [phone];
3). New fuel tank installation presently in process;
4). Late model propane powered fork lift truck
5) . One set of used bus lifts
6). Craighead Location Charter Customer lists for the
two year period prior to the date of this
Agreement.
7). Craighead Location Charter Bookings post- closing;
8). Craighead Location Pending charter contract
customer deposits for all work post- closing and
any work pre-closing to be performed by Academy.
9). The Assignment of all Craighead Location charter
customer contracts pending as of the closing date;
(5) Non -compete covenant: TROLLEYS agrees that for a
period of two (2) year from the Closing Date hereunder, TROLLEYS
and its principals, officers and directors, collectively the
"Non -Compete Parties", including their respective successors,
administrators and assigns in interest, shall not use more than
ten (10 motor coaches having a seating capacity of 40 or more
passengers garaged in Charlotte, NC and not including Trolley
type buses, transit vehicles, mini buses, and line -run buses for
events in Charlotte, NC and surrounding areas) to originate
transportation charter passenger services within the City of
Charlotte, North Carolina and its environs during the two year
term of the covenant.

(6) Closing Date: On the estimated closing date February
11 2017, the Acquired Assets shall be conveyed by TROLLEYS to
each of the Buyers in the manner provided herein.
(7) It is a material requirement of the Buyers performance
under this APA that TROLLEYS shall pay, discharge, and keep
current, as and when due, all motor coach loan and/or TRAC
leases agreements covering any of the motor coaches identified
in Exhibit "A"(hereinafter the "Loan\Lease Payments"), between
the date of this APA and the date of closing. TROLLEYS agrees
that TROLLEYS shall take such actions as are necessary and
desirable to assure that no event of default shall occur under
the terms of its loan and lease agreements which shall remain
current and not in default from the date of this APA to the date
of closing. TROLLEYS further covenants and agrees that it shall
faithfully perform the covenants undertaken by the Borrower
under the loan/lease agreements so that the same remain current
and are not in default up to and including the closing date and
transfer of title. During the term of this APA, Seller shall
keep Academy fully informed of all communications between
Seller, its customers, representatives, landlords, creditors,
governmental entities, banks and suppliers.
(8) EXCLUSION OF CERTAIN NON -ACQUIRED ASSETS: For the
avoidance of doubt, Buyers understand, acknowledge and agree
that the Acquired Assets (as that term is defined herein) shall
specifically include only the Seller's Craighead Location, and
exclude all of TROLLEYS RETAINED TRANSPORTATION ASSETS used in
its other existing business operations which, except as
otherwise expressly provided herein, TROLLEYS shall continue to
operate without limitation or restriction. It is specifically
agreed that all of Seller's existing and operated Line Run
Business (defined as line run business) and any assets
associated therewith shall be retained by Trolleys and relocated
to Trolleys' Queen City Drive location. Academy agrees that it
shall not complete with Seller's Winston Salem line run business
for a period of two years from the closing date of this
Agreement, provided further that nothing herein contained shall
restrict or prohibit Academy from direct participation in any
publicly bid processes and programs.
(9) TROLLEYS represents that it is a solvent Company
fully capable of paying and discharging its debts and
obligations in the ordinary course of business as and when the
same become due and payable. TROLLEYS further represents that
the Company shall not be made insolvent by the performance of

the terms of this Agreement. The aforesaid material
representations of TROLLEYS shall survive closing and transfer
title for a period of two (2) years from the closing date.
(10) The APA shall be effective on the date the same is
fully.executed by the Parties hereto.
NOW,.THEREFORE, in consideration of the foregoing promises,
the mutual representations, warranties, covenants, obligations,
and agreements hereinafter set forth, and for other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties hereto agree as follows:
(AJ The Preamble to this Agreement is incorporated herein
and made a part hereof.
[B] This Agreement is subject to a due diligence
investigation of the motor coach transportation business
operations and Acquired Assets of TROLLEYS to be conducted by
ACADEMY within a period of forty-five (45) days from the date
that APA is fully executed by the Parties hereto provided that
the Seller fully responds to the Buyers written requests for due
diligence materials (the "Due Diligence Period". Buyers may in
their sole and absolute discretion, terminate this Agreement
without penalty and without cause within the Due Diligence
Period, if Buyers determine, in their respective sole and
absolute discretion, not to proceed with the transaction
contemplated for any reason without disclosing the same. In
such event this Agreement and all rights and liabilities arising
and created hereunder shall cease and terminate upon written
notice by Buyers of such election. TROLLEYS shall fully
cooperate in the due diligence investigation and timely respond
to Buyers requests fondue diligence information. Any delay in a
requested response by TROLLEYS to Buyers shall extend the Due
Diligence Period for a period of time commensurate with the time
period of the delay resulting from any failure of TROLLEYS,
and/or its surrogates and representatives to respond by
providing Buyers with the requested writings and information,
and/or otherwise cooperating in requests for access to such
information ( the "Tolling Period") .
ARTICLE I
DEFINITIONS
1.01 Preamble: The Preamble to this Agreement is
incorporated herein and made a part hereof.
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1.02 Definitions. Capitalized terms used in this Agreement
shall have the respective meanings ordinarily ascribed to such
terms unless otherwise indicated.
"Accredited Investor" has the meaning set forth in
Regulation D promulgated under the.Securities Act..
"Affiliate" has the meaning set forth in Rule 12b--2 of the
regulations promulgated under the Securities Exchange Act.
"Acquired Assets" means certain non -motor coach assets of
TROLLEYS used to conduct and support TROLLEYS passenger
transportation business from the location commonly known as 1251
W. Craighead Road, Charlotte, North Carolina 28206, and the
motor coach assets identified in Exhibit "A", only, annexed
hereto and made a part hereof.
"Business" means the intrastate and/or interstate motor
coach transportation of passengers for hire which is conducted
from 1251 W. Craighead Road, Charlotte, North Carolina 28206.
"Claims" means all actual claims, losses, damages, Liens,
Taxes, assessments, penalties, fines, interest, back charges,
costs and expenses whatsoever, direct or indirect, liquidated or
un -liquidated, absolute or contingent, including, without
limitation, reasonable attorneys• fees and disbursements of
counsel, provided, however, that "Claims" shall in no event
include, and no Party or any other Person shall have any right
to, under any contract, tort, strict liability, negligence, or
other legal or equitable claim or theory, any incidental,
consequential, diminution in value, multiple of profit or cash
flows or other premium methodology, exemplary or punitive
damages, whether or not such Party or other Person was informed
or was aware of the possibility of such loss or damage.
"Code" means the U.S. Internal Revenue Code of 1986, as
amended.
"Consideration" means the bargained for exchange by and
between the Parties and the payment of purchase money from
Buyers to TROLLEYS as set forth in this Agreement.
"Contract" means, with respect to any Person, all
agreements, contracts, obligations and commitments to which such
Person is a party, including all amendments, modifications and
supplements thereto.
"Customer Contract Deposits" means the pre -payment, in
whole or in part, by a third party, who contracts with the
TROLLEYS to provide charter passenger transportation services.

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"Definitive Agreement" means, the final written agreement
negotiated and signed by each of the respective Parties hereto
as their final binding contract.
"Employee Benefit Plan" means any "employee benefit plan"
(as such term is defined in ERISA Section 3(3).) and any other
material employee benefit plan, program or arrangement.
"ERISA" means the Employee Retirement Income Security Act
of 1974, as amended and the regulations promulgated thereunder.
"GAAP" means United States generally accepted accounting
principles as in effect from time to time, consistently applied
by TROLLEYS in the preparation of its audited or unaudited,
interim, year-end, and projected financial statements.
"Governmental Entity" means the Surface Transportation
Board and the Federal Motor Carrier Safety Administration, and
any other (i) multinational, federal, provincial, state,
regional, municipal or other government, governmental or public
department, central bank, court, tribunal, arbitrator,
commission, board, bureau or agency, whether U.S., foreign or
multinational, (ii) any subdivision, agent, commission, board or
authority of any of the foregoing, or (iii) any regulatory
authority, agency, commission or board of any domestic or
foreign government.
"Income Tax" means any federal, state, local, or foreign
tax measured by or imposed on net income or net profits
(including branch profit taxes, minimum taxes and taxes computed
under alternative methods at least one of which is based on net
income), including any interest, penalty, or addition thereto,
whether disputed or not.
"Knowledge of TROLLEYS means the actual and/or reasonably
imputed knowledge of TROLLEYS, its owners, officers, directors
or shareholders.
"Knowledge of ACADEMY" means the actual and/or reasonably
imputed knowledge of Buyer, its principals, officers, directors,
shareholder, partners or members.
"Law" and "Laws" means any domestic or foreign federal,
state, provincial, municipal or local statute, law (including
common law), ordinance, rule, regulation, order (including the
determination or award of any arbitrator to the extent
enforceable by any Governmental Entity), or other directive,
pronouncement or requirement of any Governmental Entity.
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"Liens" means any mortgage, pledge, lien, encumbrance,
charge, judgment, tax liability, tax claim, third party interest
and the like, whether secured or unsecured, and any security
interest created in and against any Acquired Asset of TROLLEYS.
"Material Adverse Effect" or "Material Adverse Change"
means any effect or change that would be materially adverse to
the business of TROLLEYS, taken as a whole, but does not include
any adverse effect or change resulting from or relating to (i)
the economy or financial banking or securities markets in
general, (ii) the transportation industry in which TROLLEYS
operates, (iii) national or international political, regulatory
or social conditions, including acts of terrorism and the
engagement by the United States in hostilities, (iv) any change
in Law, or accounting rules, or principles, including any change
in GAAP, or (v) the execution and delivery of this Agreement, or
the announcement and performance hereunder (including any
cancellations or delays in contract awards, excluding material
customer relationships, prime contractors, subcontractors,
suppliers or employees), provided that none of the events set
forth in items (i) or (ii) shall have had a disproportionate
effect on the financial condition of TROLLEYS(taken as a whole).
"Ordinary Course of Business" means the ordinary course of
business consistent with past custom and practice.
"Pending Customer Contracts", means every contract between
the TROLLEYS and a third party for motor coach passenger
transportation services, the performance of which is to occur on
a date subsequent to the Transfer Effective Date at the
Craighead Location and is identified in Exhibit B to this APA.
"Permits" means all licenses, permits, franchises,
approvals, authorizations, consents or orders of, or filings or
registrations with, any Governmental Entity, whether foreign,
federal, state or local, or any other person, necessary for the
operation of the Business, including permits for Airport and
Port services.
"Person" means an individual, a partnership, a corporation,
a limited liability company, an association, a joint stock
company, a trust, a joint venture, an unincorporated
organization, any other business entity or a Governmental Entity
(or any department, agency, or political subdivision thereof).
"Restrictive Covenant" as defined herein shall mean the
agreement by TROLLEYS and its principals, officers and directors,
collectively the "Non --Compete Parties" (including their
respective successors, administrators and assigns in interest),
too not use more than ten (10) motor coaches having a seating

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capacity of 40 or more passengers garaged by Seller in
Charlotte, NC (excluding Trolley type buses, transit vehicles,
mini buses and line run buses for events in Charlbtte, NC and
surrounding areas)to originate charter passenger transportation
services from the City of Charlotte and its environs for a
period of two (2) years from the Closing Date hereunder. The
purpose of this covenant is not to prohibit competition between
the Seller and Academy for charter transportation customers in
the geographic area defined herein, but to restrict and limit
the Seller to the use of not more than ten (10) of the Seller's
motor coaches for charter transportation services in Charlotte,
North Carolina during the term of the covenant.
The Non -Compete Parties further agree and acknowledge
that the time restriction and geographical restrictions
described herein are fair and reasonable as Academy is
purchasing the Craighead Location motor coach transportation
business of the Seller in Charlotte as described above. The
Non -Compete Parties hereby consent to be bound to this covenant,
knowing that ACADEMY/FRANMAR would not enter into this Agreement
with TROLLEYS unless the Non -Compete Parties executed and
delivered this covenant to ACADEMY/FRANMAR.
"Securities Act" means the Securities Act of 1933, as
amended.
"Securities Exchange Act" means the Securities Exchange Act
of 1934, as amended.
"Tax" or "Taxes" means all taxes, assessments, charges,
duties, fees, levies or other governmental charges of any kind.
"Tax Return" means any return, declaration, report, claim
for refund, or information return or statement relating to
Taxes, including any Exhibit or attachment thereto, and
including any amendment thereof.
1.03. Defined Terms Generally. The definitions set forth in
this Agreement shall apply equally to both the singular and
plural forms of the terms defined. Whenever the context may
require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words "hereof", "herein" and
"hereunder" and words of similar import, when used in this
Agreement, refer to this Agreement as a whole and not to any
particular provision of this Agreement. All references herein to
Articles, Sections, Exhibits and Schedules shall be deemed to be
references to Articles and Sections of, and Exhibits and
Schedules to, this Agreement unless the context shall otherwise
state. The headings for this Agreement are for reference
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purposes only and do not affect in any way the meaning or
interpretation of this Agreement. Unless the context shall
otherwise require, any reference to any contract, instrument,
statute, rule or regulation is a reference to it as amended and
supplemented from time to time (and in the case of a statute,
rule or regulation, to any successor provision). Any reference
in this Agreement to a "day" or a number of "days" (without the
explicit qualification of "Business") shall be interpreted as a
reference to a calendar day or number of calendar days. If any
action is to be taken by any Party hereto pursuant to this
Agreement on a day that is not a Business Day, such action shall
be taken on the next Business Day following such day. All acts
and proceedings to be taken and all documents to be executed and
delivered by the Parties at the Closing shall be deemed to have
been taken and executed simultaneously.
ARTICLE II
SAFE OF ASSETS
2.01 Purchased_ Assets. Upon the terms and subject to
the conditions of this Agreement, Buyers shall acquire from
TROLLEYS, and TROLLEYS shall sell, transfer, assign and convey
to Buyers, or cause to be sold, transferred, assigned and
conveyed, good and marketable title to all of the Acquired
Assets set forth in Sections 2.01 which, except as otherwise
expressly provided herein, shall be free and clear of any and
all manner of liens, claims, interests, restrictions, taxes,
options, warrants, purchase rights, commitments, equities,
demands, judgments, orders, agreements, levies and interests of
third parties.
(i) It is anticipated by the Parties hereto that prior to
that date which is not less than five days prior to Closing Date
of this APA (hereinafter the "Vehicle Inspection Date"), and/or
with the consent of the Buyers, no later than the Closing Date
(the date of "Vehicle Title\Possession Transfer"), TROLLEYS
shall make available the Motor Coach Assets sold hereunder to a
location or locations reasonably designated by Buyers for a
final vehicle inspection. The inspection shall confirm that the
motor coaches delivered and sold or assigned by TROLLEYS to
ACADEMY/FRANMAR conform in all respects with the Motor Coach
Standard set forth herein, regarding the FMCSA regulatory
compliance standard and operational capability of the motor
coaches on the Vehicle Transfer and Closing Dates respectively.
All delivered motor coaches that meet the Motor Coach Standard
shall be deemed conforming and acceptable to ACADEMY/FRANMAR.
Those that do not so conform are subject to rejection. Any

motor coaches not specifically rejected in writing prior to or
at Closing are deemed accepted, as is, where is.
(ii) On the Closing Date, immediately upon Buyers payment
of the consideration due to TROLLEYS hereunder for the
conforming Acquired Assets, the sale\transfer of the motor
coaches and non -motor coach Acquired Assets shall be deemed
effective, and TROLLEYS shall simultaneously deliver legal and
equitable title of the Acquired Assets to the Buyers in the
manner herein required, together with such other "Deliverables"
as are to be provided by the Seller to the Buyers hereunder.
Such Deliverables shall include unencumbered original motor
coach vehicle titles to the motor coach assets owned by TROLLEYS
and sold to ACADEMY/FRANMAR hereunder as identified in the
attached Exhibit A), and if applicable, TROLLEYS shall provide
or cause to be delivered appropriate lease consents and
assignments for the vehicles subject to TRAC leases, all in
proper form for immediate recording/transfer of such
titles\possession by the appropriate governmental agency and/or
third party, free of any and all third party liens, claims,
rights and interests.
(iii) It is agreed by the Parties that Academy shall take
over all TROLLEYS charter and contract operation at 1251
Craighead Road, Charlotte, North Carolina as of 12:00 midnight
on the Closing Date.
(iv) TROLLEYS shall continue its charter motor bus
operations up to and including the Closing Date without
suspension.
(v) On and after 12:00 Midnight on the Closing Date,
ACADEMY shall assume all former TROLLEYS charter motor coach
transportation service operations at 1251 W. Craighead Road,
Charlotte, only. The Parties recognize that it is in the Parties
interest to jointly undertake all that is reasonably necessary
to preserve and maintain TROLLEYS charter motor coach passenger
service levels at 1251 W. Craighead Road, Charlotte, from the
date of this APA, through the transition period, to the Closing
Date, so that TROLLEYS such charter and contract passenger motor
coach business operations is orderly and not disruptive and
otherwise inimical to the public interests.
(vi) To protect the public interest and TROLLEYS charter
customers, ACADEMY agrees to perform TROLLEYS Pending Customer
Contracts and booked customer contracts assigned by TROLLEYS and
identified in Exhibit B (the "Transportation Services"). Such
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Transportation Services identify the Pending Customer Contracts,
or charter contract Academy shall assume and perform. TROLLEYS
shall execute and deliver to Academy at Closing, an assignment
in a from substantially as set forth in Exhibit D, attached
hereto and incorporated herein by reference, covering all of the
customer contracts identified in Exhibit "B" and shall -fully
cooperate with Academy in transferring customer data lists and
information from TROLLEYS to Academy's charter system. The
Parties shall jointly prepare Exhibit B identifying all booked
charter work and adjust for contract payments made by third
parties to either party, on and after the Closing date of this
Agreement. Unless an asset or contract is expressly declined by
ACADEMY in writing, all such assets within the categories
described above as Acquired Assets are included in this sale.
(a) CHARTER/CONTRACT BUSINESS: TROLLEYS hereby sells its
charter and contract division customer lists, identifying
TROLLEYS Craighead charter and contract customers over the past
two years to ACADEMY specifically limited to the list of
customers set forth on Exhibit "C"; TROLLEYS also agrees to
facilitate client contact at Academy's reasonable request and to
fully cooperate with the data transfer of customer contract and
sales information to Academy's charter system.
(b) TELEPHONE/MEDIA: TROLLEYS hereby sells to ACADEMY its
telephone number 704-596-2222; and Fax [phone] (the
"Telephone Numbers".
(c) In this regard TROLLEYS shall execute and deliver to
ACADEMY on and after the Closing Date, such writings, forms,
documents and instruments, and/or ACADEMY sha'11 make
application, as may be required by the local telephone utility
company(the "Phone Company"), to transfer ownership title and
control of the telephone numbers and telephone lines that
TROLLEYS uses to service and advertise its motor coach charter
and contract operations to the public, to enable the ACADEMY to
cause the Phone Company to transfer ownership, title and control
of the phone numbers and lines, together with any and all rights
incident thereto, to the ACADEMY. This Agreement shall also
evidence TROLLEYS written consent to each such phone title
transfer, and its written authorization to the Phone Company to
transfer the subject assets to ACADEMY.
(d) CHARTER RESERVATIONS/CONTRACT PREPAYMENTS: All
contract reservations and contract prepays included in the
Acquired Assets(if any)and listed on Exhibits C and D between
the TROLLEYS and third parties that exist on and up to the
13 $1",

Closing Date, which relate to motor coach transportation
services to be performed by Academy on and after the Closing
Date (the "Pending Customer Contracts"), shall be described in
the listing of charter contracts with complete contract deposit
information (including copies of contracts) to be prepared by
TROLLEYS and furnished to ACADEMY. (See. Exhibit."C" attached)
(1) The Craighead charter and contract customer lists
is Exhibit "D" to this Agreement.
(2) If, prior to Closing, TROLLEYS receives payment
from a third party pursuant to a motor coach charter
transportation contract, where the services are to be performed
on, or subsequent to the Closing Date by Academy("Pending
Customer Contracts"), TROLLEYS shall deliver to ACADEMY on the
Closing Date a check equal to the aggregate amount of the
Pending Customer Contracts deposits, together with an Exhibit
identifying each customer contract and the amount of the
contract deposit/pre-payment posted by each such customer
(Customer Contract Deposits"). TROLLEYS and ACADEMY shall also
simultaneously execute and deliver to each other a general
assignment and assumption agreement, in a form as substantially
set forth on Exhibit D of such Pending Customer Contracts for
motor coach services with the contract deposits/pre-payments on
the Transfer Effective Date. ACADEMY agrees to perform such
Pending Customer Contracts.
(3) On and after the Closing Date, TROLLEYS shall
have no interest or obligation in the assigned Pending Customer
Contracts. ACADEMY shall acknowledge receipt of the Pending
Customer Contract deposits delivered by TROLLEYS to ACADEMY at
Closing. Any deposit amount not paid by TROLLEYS to ACADEMY
hereunder, upon ten (10) days written notice of same being due,
shall eliminate Academy's responsibility to operate or provide
transportation services for the customer at Academy's election.
TROLLEYS hereby covenants that it shall assign all Pending
Customer Contracts for the charter services to be assigned,
Exhibit "B", as of the Closing Date to ACADEMY and ACADEMY
hereby covenants that it will honor, and comply with all Pending
Customer Contracts.
(e) PERMITS/LICENSES: TROLLEYS shall identify all permits,
licenses, franchises, approvals, certificates, consents,
waivers, concessions, exemptions, orders, registrations, notices
or other authorizations of any government authority issued to
the TROLLEYS and used in connection with its motor coach charter
and motor coach contract business at 1251 Craighead, Charlotte
24

to ACADEMY (collectively the "Business Permits"). If required by
any Governmental Agency, ACADEMY shall use best efforts to make
any applications for issuance of all Business Permits and pay
all reasonable fees and costs associated with the obtaining
newly issued Business Permits. (See. Exhibit "E" attached)
ACADEMY agrees that Academy'.s obtaining newly issued permits
shall not be a condition precedent to Academy's or Franmar's
respective obligation to perform under this APA.
(f) MOTOR VEHICLES: TROLLEYS shall make available to the
Buyer copies of the original motor vehicles titles and leases,
as applicable, for each vehicle identified in Exhibit "A" to
this Agreement properly endorsed for transfer at Closing. The
original titles leases shall be held in escrow by the Buyers
attorney's (under an escrow letter, the form and substance of
which shall be reasonably satisfactory to the parties) pending
payment confirmation by the Seller of the consideration to be
paid to TROLLEYS by the Buyers at the Closing Date. All transfer
taxes and expenses shall be borne by Buyers. The reason for
this provision is to permit preparation of the title instruments
to effectuate the sale without undue delay as the motor coach
equipment cannot be place into service until transferred and
safety inspected for compliance with FMSCA regulations. The
delay associated with the accomplishment of that purpose is
materially detrimental to the Buyer and any action to mitigate
such delay shall reduce the adverse impact to the Buyer. Seller
shall also deliver to Franmar the vehicle registrations to the
motor coaches on the closing date and the FMCSA safety records
required to be maintained by the Seller for each motor coach.
(1) All motor coaches identified in Exhibit "A"
shall, on the Closing Date, be in full compliance with the Motor
Vehicle Standard described herein. If Buyer rejects any motor
coach, TROLLEYS shall have the opportunity to repair the
rejected motor coach to bring the same into compliance with the
motor coach standard for the delivery identified herein, in
which event closing shall be postponed for a reasonable period
of time to permit the TROLLEYS to expeditiously complete the
required repairs before closing. If the motor coach is not
repaired, the value attributed to the rejected motor coach shall
reduce the aggregate purchase price payable to the TROLLEYS
hereunder, said value set forth in Exhibit A attached hereto and
incorporated herein by reference. A Motor Vehicle, following
buyers inspection, not rejected in writing prior to Closing
shall be deemed accepted, as is, where is.
When reasonably requested and at ACADEMY expense, TROLLEYS
is

shall execute and deliver such documents and instruments, in
substance and form reasonably acceptable to the Parties
respective attorneys, as may be reasonably requested by ACADEMY,
and/or required by any governmental entity, to effectuate the
legal transfer of all of the Acquired Assets from TROLLEYS to
ACADEMY.
The sale by TROLLEYS of its titled motor coaches, shall be
made subject to satisfaction of each of the following
conditions: (a) a mandatory motor coach inspection and
acceptance of all Motor Coach Assets before Closing by Buyers
designated motor coach inspector which shall determine and
confirm that all of the motor coaches meet the Motor Coach
Standard for sale identified in this paragraph; (b) on the Motor
Coach Inspection Date to take place before Closing, each motor
coach shall be deemed to meet the Motor Coach Standard for sale
by (i) being lawfully able to carry passengers in interstate
commerce pursuant to law and regulations; (ii) being capable of
being driven with all major systems in operating order, and
(iii) not materially deviating in exterior body condition on the
Closing Date from the condition of such vehicle on the Vehicle
Inspection Date, as documented by Purchaser's inspection and
photographs taken of the motor coaches on such pre-closing
Vehicle Inspection Date. Material deviations shall not include
scratches, dents, dings, scrapes, or other exterior body
blemishes caused in the normal and ordinary course of the use of
the vehicles. The Inspection Company shall confirm to FRANMAR
that the motor coaches are not in need of major engine and/or
systems repair, or overhaul (the aforesaid description of the
condition of the motor coaches hereinafter referred to as the
"Motor Coach Standard" for acceptance and delivery of each motor
coach on the Closing Date; (c) each party shall comply with the
terms of the APA with regard to the sale of the Acquired Assets.
(i) All other assets of the Seller used in its charter and
contract motor coach business operations excluding those assets
not expressly assumed by the Buyers as set forth in Section 3.01
are retained by the Seller.
3.01 Excluded Assets. ACADEMY, FRANMAR (collectively
"ACADEMY") and TROLLEYS understand and agree that ACADEMY shall
not be granted an interest in, nor assume, any obligation with
respect to the following (hereinafter the "Excluded Assets"),
which are excluded from this sale and shall not be transferred
to ACADEMY:
(a) Seller's employee benefit, retirement, collective
16

3
bargaining contracts, if any, and similar plans and assets of
such plans. ACADEMY shall have no ERISA liability and/or
contract liability related to the same. Such liability shall
remain that of the TROLLEYS;
(b) All claims or causes of action in favor of, or
for the benefit of TROLLEYS, that do not relate to Charter and
Contract sales to third parties occurring on and after the
Transfer Effective Date;
(c) All prepaid taxes and refunds of taxes related to
any period or portion thereof ending on or prior to the Transfer
Effective Date;
(d) All accounts receivable of TROLLEYS excluding
pending third party motor coach charter contract services and
deposits and the Assumed Contracts;
(e) All cash, cash equivalents and securities, other
than the Pending Customer Contract deposits;
(f) All bank and other depository accounts;
(g) All insurance policies and the proceeds and cash
value therein and therefrom; and
(h) All assets not expressly described as Acquired
Assets under this Agreement, including but not limited to motor
bus equipment, domain, logo, trademarks, patents and
intellectual property and all of TROLLEYS websites, web
addresses, domain names, not identified in the Exhibits to this
Agreement.
(i) ACADEMY shall not assume any contracts, other
than the Pending Motor Coach Customer Contracts all of which
ACADEMY hereby fully assumes, unless assigned at ACADEMY request
and identified in Exhibit 2.01 (along with all supporting
written documents related to any of such contracts collectively
referred to as the "Assigned Contracts" or the "Assumed
Contracts"). ACADEMY agrees to assume all obligations under and
perform all duties with respect to the Assigned Contracts and to
indemnify, defend, and hold harmless TROLLEYS and its officers,
owners, and employees for any claims, damages, and/or ,
liabilities arising therefrom, including reasonable attorneys'
fees.
(j) All other Assets not expressly included in the
17 ::?

Purchased Assets as set forth in Section 2.01.
(k) All vehicle and non -vehicle assets used in
connection with TROLLEYS transportation services business, other
than the charter/contract service operations conducted from 1251
W. Craighead.Road, Charlotte,.North Carolina, which are
expressly excluded from this sale.
(1) Any capital stock or equity interests in TROLLEYS
and its commonly owned affiliates.
(m) The Consideration payable by ACADEMY and FRANMAR
under this APA.
The Parties agree and acknowledge that all Excluded
Assets shall be retained by, and at all times shall remain the
sole property of TROLLEYS;
3.02 Assumed Liabilities. TROLLEYS acknowledges that
ACADEMY/FRANMA.R (hereinafter collectively "ACADEMY") assumes no
liabilities of TROLLEYS whatsoever in connection with the
Acquired Assets, unless expressly assume and identified below
under the section of this Agreement describing the "Assumed
Liabilities".
(a) All liabilities and obligations of TROLLEYS are
excluded other than (i) liabilities and obligations expressly
assumed by ACADEMY under the Pending Customer Contracts, and/or
the Assumed Contracts, and (ii) all obligations and liabilities
related in any way to the operation of the Acquired Assets and
based on events or circumstances arising following the Closing
Date.
(b) All pre -Transfer Effective Date transportation
contract obligations booked by TROLLEYS in the ordinary course
Of its business excluding contracts assigned and accepted by
ACADEMY for performance as set forth in Section 2.01;
(c) ACADEMY shall have no responsibility to pay or
discharge any of the following categories of TROLLEYS
obligations:
1. Any and all liabilities for income taxes,
franchise taxes, employment taxes, use taxes or any other kind
of taxes imposed upon the TROLLEYS by reason of its business
operations, ownership interest, possession of Assets, sales,
distributions and the like based by way of example, and not by
18

..
way of limitation, on income, revenue, gross receipts, sales,
capital or net worth related to the Purchased Assets prior to
the Transfer Effective Date or applicable Closing Date; but not
including personal property or tangible taxes, all of which are
addressed.in Section 3.02(c).
2. Any and all of the TROLLEYS accounts payable;
3. Any and all liabilities under TROLLEYS employee
plan programs and employee agreements, medical plans, union
contracts, unfunded retirement and benefit plans and the like,
including, but not limited to withdrawal liability, and WARN ACT
liability;
4. All liabilities accruing or arising from any
proceeding to the extent it is based on the operation of the
Purchased Assets prior to the Transfer Effective Date or
applicable Closing Date, or the ownership of TROLLEYS if not
assumed by ACADEMY;
S. All liabilities accruing or arising from TROLLEYS
failure to comply with applicable laws with respect to TROLLEYS
business or the Acquired Assets;
6. Any liability for, or in respect of, any loan or
other indebtedness for money borrowed (including capital leases
and guarantees) of TROLLEYS or any affiliate whose performance
TROLLEYS has guaranteed, unless assumed or purchased by ACADEMY
(the Buyers) pursuant to the terms of this Agreement;
7. Any liability arising out of, or relating to,
TROLLEYS failure to comply with environmental laws in connection
with TROLLEYS use and occupation of any facility from which the
TROLLEYS operated its business prior to the Transfer Effective
Date. The Parties agree and acknowledge that no real estate
assets, or non -motor vehicle lease assets are sold, assigned, or
transferred to ACADEMY under the terms of this Agreement, unless
agreed to the contrary herein.
8. Any liability for actual or alleged infringement
of any intellectual property that arose prior to the Transfer
Effective Date or applicable Closing Date;
9. All liabilities accruing from, arising out of, or
relating to, the Excluded Assets;
10. All and any liabilities not assumed by ACADEMY
19
0

under the terms of this Agreement;
11. Any liability existing under any employment
agreement of TROLLEYS prior to the Transfer Effective Date
unless assumed by the ACADEMY; provided, however, that ACADEMY
shall be solely responsible for any and all obligations, wages,
and other liabilities respecting any TROLLEYS employees that
ACADEMY elects to hire from and after the ACADEMY hire.
12. ACADEMY shall purchase insurance to cover its
operations with its own policies of insurance effective from and
after the Closing Date.
13. Unless a liability of TROLLEYS is specifically
assumed by ACADEMY pursuant to this Agreement, the same shall be
deemed an Excluded Liability and such liability shall remain the
sole responsibility of TROLLEYS.
ARTICLE IST
CONSIDERATION/PAYMENT/CLOSING
A n -i nnNSTnRRATrnN AND ALLOCATION OF CONTRACT PRICE:
(A) CLOSING: Subject to adjustments in accordance with
the terms of this Agreement, on or before the "Closing Date
the total Consideration to be paid by the Buyers to the Seller
hereunder for the Acquired Assets is One Million Four Hundred
Sixty Thousand ($1,460,004.00 DOLLARS (hereinafter the "Contract
Price", payable and allocated as follows:
1. Non -motor coach assets: $ 410,000.00
a). Payable in cash at closing $ 200,000.00, and
b). Payable by promissory note* $ 210,000.00;
*The note shall provide for two installment
payments to be made by the Buyers to the Seller
each in the amount of $105,000.00. The first
installment payment shall be due on the first
anniversary date of closing. The second
installment payment shall be due on the
second anniversary date of closing.
2. Allocated to Good Will and Intangibles: $ 200,000.00
3) Allocated to Restrictive covenant: $ 200,000.00
4) Allocated to other business assets sold: $ 10,000.00

5. Motor Coach Assets: Cash paid at closing: $1,050,000.00
Total Purchase Price: $1,460,000.00
(B) At closing Seller shall convey good and marketable
title to all of the Acquired Assets to the Buyers free and clear
of any and all manner of claims, rights, interests, liens,
options, contracts, levy's, taxes and/or judgments of any kind
or description. The payment, cancellation and satisfaction in
full of liens and security interests asserted by any person,
firm, or interest, in and to the assets sold may be paid by the
Seller out of Closing Proceeds of Sale. Seller shall be
required to deliver marketable title at closing free of all
liens and claims.
For tax purposes (including Buyers' and TROLLEYS'
compliance with the reporting requirements of Section 1060 of
the Internal Revenue Code of 1986, as amended (the "Code")), the
Parties hereby agree to use the allocation above and to
cooperate in good faith with each other in connection with the
preparation and filing of any information required to be
furnished to the Internal Revenue Service ("IRS") under said
Section 1060 and any applicable regulations thereunder, and to
file IRS Form 8594.
(C) The liens secured by the motor coaches owned by the
Seller held by Third Party Creditors, if any, may be paid and
discharged by TROLLEYS as of the Closing Date from the Buyer's
funds and/or purchase proceeds paid at closing. If said proceeds
are insufficient to discharge the secured Third Party liens the
TROLLEYS shall pay the Third Party Creditors the difference
required to obtain proper discharges of such liens and terminate
any UCC filing statements.
ARTICLE V
DELIVERABLES
5.01 Deliveries br TROLLEYS: TROLLEYS shall deliver to
ACADEMY, and/or perform, and/or complete the performance of,
each of the following on the Closing Date:
(i) Unconditional Bill(s) of Sale covering each
category of the Acquired Assets owned and sold hereunder to be
held in escrow by Academy's counsel (under the terms of an
escrow letter reasonably satisfactory to the parties), pending
escrow release on the relevant Closing Date;
21

(ii) the assignments of the Pending Customer
Contracts and the Assigned Contracts in substantially the form
set forth in Exhibit "D" (the "Assignment Agreement");
(iii) Appropriate corporate resolutions
authorizing such sale, and, through its officers, agents and.
employees, TROLLEYS will put ACADEMY into possession of all of
the Acquired Assets in the manner set forth in this Agreement.
(iv) Motor Vehicle Title and lease instruments,
assignments and consents, such other instruments and
registrations covering all motor vehicles sold hereunder as are
required to complete the transaction contemplated.
(v) TROLLEYS shall deliver (i) the resolutions
of the Board of Directors or shareholders, as applicable of
TROLLEYS delegating authority to certain author zed officers to
approve the transactions contemplated hereby; (ii) an affidavit
from the Principal of TROLLEYS stating that TROLLEYS is a
solvent business entity and capable of meeting its debts and
liabilities in the ordinary course of its business operation.
TROLLEYS also represents that its performance of this
transaction and the covenants of TROLLEYS to be performed
hereunder shall not render TROLLEYS insolvent.
(vi) Assignments in substance and form reasonably
acceptable to the Parties respective attorneys, and subject to
all limitations on the right to assign, transferring the charter
customer contracts currently operated by TROLLEYS, and such
other contracts, and agreements necessary to the operation of
any of the Acquired Assets. In the event that any such
assignmentinstrument does not becomes effective, the Parties
shall meet to determine an alternate procedure to permit the
continued operation of the Acquired Assets by ACADEMY, with the
assistance of the TROLLEYS. The failure to consummate any such
assignment, shall not constitute a breach of this Agreement, or
be considered a condition precedent to the payment of
Consideration by Buyer to TROLLEYS.
(vii) The Pending Customer Contracts and Contract
deposits.
(viii) The execution and delivery of such documents
and instruments as the Parties' respective attorneys shall
reasonably require to transfer title of the Purchased Assets
from TROLLEYS to the ACADEMY, free and clear of any and all
liabilities of any nature, kind or description unless assumed
22

hereunder; TROLLEYS covenants to reasonably cooperate with the
ACADEMY in this regard.
5.02 Deliveries•by ACADEMY: On the Closing Date,
ACADEMY/FRANMAR (collectively "ACADEMY") shall deliver -or
perform the following.in addition to the Consideration payable
to the TROLLEYS hereunder, specifically including payment of the
Closing Cash Payment, the Letter of Credit, and the delivery of
the promissory note and other related instruments required for
closing:
(1) A certificate of the secretary or an assistant
secretary of ACADEMY certifying (i) the certificate of formation
and Operating Agreement of ACADEMY then in effect;(ii) an
incumbency certificate and the resolutions of the Members of
ACADEMY delegating authority to certain authorized officers to
approve the transactions contemplated hereby, (iii) Good
Standing or Status Certificates issued by the Florida, North
Carolina and New Jersey Secretaries of State respectively or
other appropriate authority; and (iv) such other documents as
TROLLEYS or TROLLEYS legal counsel may reasonably request to
evidence and document the transactions contemplated hereunder;
(2) Appropriate corporate resolutions of ACADEMY
authorizing the purchase of the Purchased Assets and the other
obligations of ACADEMY hereunder and with respect to the
transactions contemplated hereunder;
5.03 Additional Deliveries by the Parties; Further Assurances.
The Parties shall cooperate in carrying out the intent and
purpose of this Agreement, both before and after the Closing
Date, without further consideration, including the execution and
delivery of such additional instruments, documents and
certificates as may be reasonably requested by the other Party
that are necessary, appropriate or desirable for the
consummation of the transactions contemplated by this Agreement,
and such obligation shall survive the Closing.
ARTICLE STI
REPRESENTATIONS AND WA.PM ITIES OF TROLLEYS
TROLLEYS hereby represents and warrants to ACADEMY/FRANMAR
(collectively "ACADEMY") that to the best of its knowledge and
as of the date of this Agreement and as of the closing date,
TROLLEYS is:
23 SIIII�

6.01 Existence and Good Standing. A corporation duly
organized, validly existing and in good standing under the laws
of the State of North Carolina and is qualified to conduct
business in the North Carolina.
6.02 Authorization and Enforceability. TROLLEYS has the
corporate power and authority to execute, deliver, and to effect
the transactions contemplated under this Agreement. The
execution, delivery and performance by TROLLEYS of this
Agreement and the consummation of the transactions contemplated
hereby, are duly authorized by all necessary corporate action of
the TROLLEYS. This Agreement has been and, when executed and
delivered, shall be duly and validly executed by TROLLEYS and,
assuming the due execution and delivery of this Agreement and
the other documents to which it is a party with ACADEMY, will
constitute the legal, valid and binding agreements of TROLLEYS
enforceable against it in accordance with their respective
terms, subject to any applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws now or hereafter in
effect relating to creditors, rights generally or to general
principles of equity.
6.03 Governmental or Other Authorization. The Parties
acknowledge that the sale of the non -motor coach assets
identified in this transaction may be subject to the
jurisdiction of the United States Surface Transportation Board
(the "STB"). The Parties agree to cooperate with each other to
obtain approval of the transaction from the STB. ACADEMY will
file the STB application seeking such approval at its expense.
Notwithstanding the foregoing, the payment of Consideration set
forth in Section 4 is not contingent upon the Parties receiving
STB approval prior to closing.
6.04 Non -Contravention. The execution, delivery and
performance by TROLLEYS of this Agreement, and the consummation
of the transactions contemplated hereby and thereby, do not and
will not contravene or conflict with the certificate of
incorporation or bylaws of TROLLEYS.
6.05 Personal Pro erty_. Except as otherwise expressly
provided herein, wherever an Acquired Asset identified hereunder
for sale to the Buyers is o� by TROLLEYS, TROLLEYS represents
that it has good and marketable title to, or a valid and
subsisting leasehold interest in, the Acquired Asset. None of
such owned Acquired Assets are subject to any lien (except as
otherwise disclosed herein) other than those imperfections of
title encumbrances, if any, which (i) are not substantial in
24 e;3�

character, amount or extent and do not materially detract from
the value of the property subject thereto, (ii) do not interfere
with either the present and continued use of such property or
the conduct of the Charter Division's normal operations and
(iii) have arisen only in the ordinary course of business
(including those of public record). EXCEPT AS OTHERWISE
EXPRESSLY STATED HEREIN, TROLLEYS MAKES NO WARRANTY AS TO THE
CONDITION OR OPERATION OF THE ACQUIRED ASSETS AND ALL OF THE
ACQUIRED ASSETS OWNED, LEASED OR USED BY TROLLEYS ARE ACCEPTED
BY ACADEMY IN THEIR PRESENT CONDITION "AS IS", "WHERE IS", AND
"WITH ALL FAULTS", SUBJECT TO COMPLIANCE WITH THE MOTOR COACH
STANDARD SET FORTH HEREIN. TROLLEYS DISCLAIMS ANY WARRANTY,
EXPRESS OR IMPLIED, WITH RESPECT TO DESIGN, CONDITION, CAPACITY,
PERFORMANCE OR ANY OTHER ASPECT OF THE MOTOR COACHES OR THEIR
MATERIAL OR WOREMANSHIP. TROLLEYS ALSO DISCLAIMS ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR USE OR PURPOSE WHETHER ARISING BY
OPERATION OF LAW OR OTHERWISE. TROLLEYS further disclaims any
liability for loss, damage or injury to ACADEMY or third -parties
as a result of any defects, latent or otherwise, in the motor
coaches whether arising from the application of the laws of
strict liability or otherwise to enable TROLLEYS to make
conveyance as provided in this Agreement, TROLLEYS may, at the
time of the delivery of the Bill of Sale and other related
transfer documents, use the Purchase Price or any portion
thereof to clear any or all encumbrances or interests currently
existing on the Purchased Assets. Any lien discharge from an
institutional lender may be recorded subsequent to the execution
and transfer of the Purchased Assets.
6.06 Litigation. To TROLLEYS actual knowledge, there are
no orders, judgments, suits, decrees, and proceedings,
complaints, writings, and/or investigations, pending or
threatened, against the TROLLEYS, and/or the Acquired Assets,
that exist and have not been disclosed in Exhibit G to this
Agreement, nor is there any actual or threatened action,
proceeding, claim, cause of action, (a) by or against TROLLEYS
relating to any of -the Purchased Assets that would reasonably be
expected to have a material adverse effect upon the quality of
TROLLEYS' s title and interest in such Purchased Asset, or, (b)
that seeks to prevent, enjoin, alter or delay the transactions
contemplated by this Agreement. To TROLLEYS actual knowledge,
there are no material existing orders, judgments or decrees of
any governmental authority against TROLLEYS relating to the
Purchased Assets that would be binding on ACADEMY on and after
the Transfer Effective Date. TROLLEYS covenants to save, hold
harmless, defend and indemnify the ACADEMY from and against all
such claims. Seller shall deliver an Exhibit F of all such
25

pending matters, the claims of which are covered by Seller's
insurance and defended by its insurance carrier.
6.07 Assigned Contracts. Each Assigned Contract, if any, is
a valid and binding obligation of TROLLEYS and, to the knowledge
of TROLLEYS, is a valid.and binding obligation of each other
person who is a party thereto (except those Assigned Contracts
which have expired in normal course), enforceable against it in
accordance with its material terms, subject to any applicable
bankruptcy, insolvency, reorganization, moratorium or similar
laws now or hereafter in effect relating to creditors, rights
generally or to general principles of equity, and to the
knowledge of TROLLEYS, any other party thereto is not, as of the
date hereof, in material breach under any Assigned Contract.
6.08 Compliance with Applicable Laws. To Knowledge of
Trolleys, TROLLEYS has complied or will comply prior to Closing,
in all material respects with all applicable laws relating to
the Purchased Assets except in instances where non-compliance
will not have a material adverse effect on the Purchased
Assets. To the knowledge of TROLLEYS, it has not received
written notice from any third party regarding any unresolved
actual, alleged or potential material violation of any
applicable law with respect to the Purchased Assets.
6.09 Tax Matters.
(a) TROLLEYS has paid or caused to be paid or made
provision for all taxes relating to the Acquired Assets that
could become a liability of ACADEMY by reason of the transfer of
the Acquired Assets to ACADEMY as described herein. For
personal property or similar taxes due on Assets sold to
ACADEMY, the parties shall each pay their pro rata portion of
such taxes for calendar year 2017 based upon the Closing date,
Closing Date, or the Transfer Effective Date, whichever event is
earlier.
(b) Other than as set forth in this paragraph, to the
actual knowledge of TROLLEYS, no governmental authority has
claimed that the Acquired Assets or the business of the TROLLEYS
is subject to tax in a jurisdiction in which the required tax
returns have not been filed by the TROLLEYS. TROLLEYS agrees to
indemnify, save, defend and hold ACADEMY harmless from and
against claims asserted against the ACADEMY and/or the Acquired
Assets related to the above incurred prior to the Closing
Date/Transfer Effective Date.
26

6.10 Employee Matters. It is acknowledged by the Parties
hereto that this transaction is a sale of Assets, free and clear
of any and all liabilities of TROLLEYS except as provided
herein, and that ACADEMY is not a successor in interest to
TROLLEYS.• This provision is included to address any.ERISA and
employee successorship issues, and is intended to confirm that
ACADEMY is not assuming any obligation under any employment
contract between TROLLEYS and/or an employee of TROLLEYS, nor
shall ACADEMY assume any liability or responsibility under any
existing employee benefit plan of TROLLEYS as a consequence of
this transaction, nor shall ACADEMY be required to offer
employment to any TROLLEYS employees by reason of this
transaction.
(a) Union. TROLLEYS represents that no employees of
TROLLEYS are represented by a labor organization. ACADEMY does
not assume any labor agreement and shall not be regarded as a
successor employer,. TROLLEYS shall provide their employees with
such notices as are required by federal and state labor law and
shall fully cooperate with Academy to schedule a meeting to
present Academy to its employees in advance of closing.
(b) Nature of Representations and Warranties. The
representations and warranties contained in this Section 6.10
are the only representations and warranties being made by
TROLLEYS with respect to employee and employment matters.
6.11 (Intentionally omitted.]
6.12 Absence of Certain Changes: With regard to the assets
sold hereunder by Trolleys to Academy, from the date of this
Agreement to the date of closing Trolleys shall not permit:
(a) any creation, assumption or sufferance of (whether by
action or omission) the existence of any lien on any of the
Acquired Assets, except, in each case, in the ordinary course of
business; provided further that TROLLEYS shall discharge such
lien on or prior to the Transfer Effective Date assumed by
ACADEMY. TROLLEYS intends to pay off all remaining vehicle
loans/notes on the Acquired Assets as provided herein.
(b) Any waiver, amendment, termination (other than in the
normal course) or cancellation of any material Assigned Contract
or any relinquishment of any material rights thereunder by
TROLLEYS, or to the knowledge of TROLLEYS, any other party,
other than, in each such case, in the ordinary course of
27

business or that are not material with respect to TROLLEYS
business;
(c) Any material change by TROLLEYS in its accounting
principles, methods or practices as they relate to the manner in
which TROLLEYS. keeps its accounting books and records relating
to the business;
(d) Any damage, destruction or other casualty loss that is
material to the Purchased Assets, taken as a whole;
(e) Any event, occurrence, development or state of
circumstances or facts that has had or would reasonably be
expected to have a material adverse effect on the Acquired
Assets, taken as a whole; or
(f) Any agreement for TROLLEYS take any of the actions
specified in paragraphs (a) through (d) above.
All financial, revenue and contract information given to
ACADEMY by TROLLEYS was prepared by TROLLEYS from its financial
records, accounts, books, records and ledgers, each of which was
maintained by TROLLEYS in the ordinary course of its business in
accordance with accrual standards, which standards were
maintained by TROLLEYS throughout each of the reporting periods
in which such financial information was maintained.
6.13 NO INSOLVENCY: TROLLEYS represents that it is
insolvent and it is fully capable of paying all of its
obligations, as the same become due and payable, in the
course of its respective business operations.
not
debts and
ordinary
6.14 NO OTHER REPRESENTATIONS OR WARRANTIES. EXCEPT FOR
THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE VI
NEITHER TROLLEYS NOR ANY OTHER PERSON MAKES ANY OTHER EXPRESS OR
IMPLIED REPRESENTATION OR WARRANTY ON BEHALF OF TROLLEYS
REGARDING THE BUSINESS OR THE ASSETS AND LIABILITIES OF THE
BUSINESS, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES
CONTAINED IN IN THIS ARTICLE VI WHICH SHALL SURVIVE CLOSING,
NEITHER TROLLEYS, NOR ANY OTHER PERSON MAKES ANY EXPRESS OR
IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO ANY
INFORMATION PROVIDED TO FRANMAR OR ACADEMY, OR THEIR AFFILIATES,
OR THEIR REPRESENTATIVES, OR ANY PROJECTIONS, FORECASTS OR
FORWARD-LOOKING INFORMATION OTHERWISE PROVIDED TO THEM. THIS
COVENANT SHALL SURVIVE CLOSING OF TITLE FOR A PERIOD OF TWO
YEARS FROM THE CLOSING DATE.
28 ?r

ARTICLE VIII
REPRESENTATIONS AND WARRANTIES OF ACADEMY AND FRANMAR
ACADEMY and FRANMAR (collectively "ACADEMY") hereby
represent and warrant to TROLLEYS, as of the date of this
Agreement., as follows:
7.01 Existence and Good Standing. Each of ACADEMY and
FRANMAR are limited liability companies. ACADEMY is formed
under the laws of the State of Florida, and FRANMAR is formed
under the laws of the State of New Jersey. Each are duly
organized, validly existing and in good standing under the laws
of their respective states of formation and each has all
corporate power and authority required to carry on its
business. ACADEMY and FRANMAR are qualified to conduct business
in, and are in good standing, in each jurisdiction in which each
conducts business other than such jurisdictions where the
failure to be so qualified would not reasonably be expected to
have a material adverse effect on ACADEMY/FRANMAR.
7.02 Authorization and Enforceability. ACADEMY and FRANMAR
have the corporate power and authority to execute, deliver and
perform all of their respective obligations under this
Agreement, appropriate votes have been taken and duly recorded,
and no consents are required of other parties for ACADEMY or
FRANMAR to effect the transactions contemplated hereby, and
ACADEMY and FRANMAR have the corporate power and authority to
execute, deliver and perform all of their respective obligations
undee the Transactional Documents to which either is a party and
to effect the transactions contemplated thereby. The execution,
delivery, and performance by ACADEMY and FRANMAR of this
Agreement and the other Transactional Documents, and the
consummation of the transactions contemplated hereby and
thereby, have been duly authorized by all necessary corporate
action as evidenced by the execution, delivery of the
Transactional Documents, the performance by ACADEMY and FRANMAR
of the Agreement, and the consummation of the transactions
contemplated thereby. This Agreement has been and, when
executed, and at the Closing, duly and validly executed by
ACADEMY and FRANMAR., and, assuming the due execution and
delivery of this Agreement and the other Acquisition Documents
by TROLLEYS, will constitute the legal, valid and binding
agreements of ACADEMY and FRANMAR, enforceable against them in
accordance with their respective terms, subject to any
applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws now or hereafter in effect relating to creditors,
rights generally or to general principles of equity.

7.03 Non -Contravention. The execution, delivery and
performance by ACADEMY and FRANMAR of this Agreement and the
other Acquisition Agreements, and the consummation of the
transactions contemplated hereby and thereby, do not and will
not.contravene or conflict with the certificate of formation or
operating agreement of ACADEMY or FRANMAR, nor contravene or
conflict with or constitute a violation of, any provision of any
applicable law, agreement or obligation binding upon or
applicable to ACADEMY. ACADEMY and FRANMAR shall provide
TROLLEYS with appropriate resolutions authorizing ACADEMY and
FRANMAR to enter into this asset purchase agreement by the
delivery of all reasonably necessary instruments to effectuate
the transaction contemplated under the asset purchase agreement.
ARTICLE DTIII
GENERAL CONDITIONS TO CLOSING.
8.01. The sale, transfer and conveyance of full legal
title to the Acquired Assets owned, is true and confirmed free
of any lines, claims interest liens penalties (excluding the
four motor coaches secured by the TCF loan which shall be
discharged by the Buyers)provided, however, that the approval of
any third parties or governmental authority to this transaction
or the transfer of any Acquired Asset including, Assumed •
Contract is not a condition to closing or a condition precedent
to the transfer of Acquired Assets including, Assumed Contracts,
or the payment of Consideration.
8.02. F iks_Further Assurances
(a) Each Party agrees to execute and deliver such other
documents, certificates, agreements and other writings and to
take such other commercially reasonable actions as may be
reasonably necessary or desirable in order to (a) consummate or
implement expeditiously the transactions contemplated by this
Agreement and the other Acquisition Documents. Each Party agrees
to execute and deliver such other documents, certificates,
agreements and other writings and to take such other
commercially reasonable actions as may be reasonably necessary
or desirable to obtain all consents, approvals, authorizations,
qualifications and orders as are reasonably necessary for the
consummation of the transactions contemplated by this Agreement,
and, if required, promptly make all reasonably necessary
filings. TROLLEYS and ACADEMY shall keep each other timely
apprised of the status of any communications with and/or
received from any governmental authority with respect hereto.
30

8.03 Operation of the Business Prior to the CLOSING
.w�■■w�r r .rrrrw.�w ■ ii
DA...
1. Between the date of this Agreement and the Closing
Date and except as otherwise provided for herein, TROLLEYS shall
use commercially reasonable efforts to:
(a) operate in the ordinary course of business in all
material respects including keeping current and not defaulting
in the payment of third party creditors, obligations which shall
be paid when and as the said obligations become due and payable.
To the extent any asset of the TROLLEYS is subject to a lease
payment such payments shall be pro -rated to the date of closing.
(b) maintain the tangible Acquired Assets as a whole
in all material respects in at least as good condition as they
are being maintained on the date hereof, subject to normal wear
and tear;
(c) not sell, assign, license or transfer any of the
Purchased Assets, other than in the ordinary course of business;
(d) not fail to pay or discharge when due any
liability of which the failure to pay or discharge would cause
any material damage or loss to the Purchased Assets, taken as a
whole;
(e) not amend any material term of or terminate any
material Assigned Contract, other than in the ordinary course of
business;
(f) not initiate any Proceeding that relates
exclusively to the Purchased Assets, except TROLLEYS may pursue
and file claims pertaining to accounts receivable;
(g) not make any material change in its accounting
principles, methods or practices as they relate to the manner in
which TROLLEYS keeps its accounting books and records relating
to the Business, except for (i) any such change required by a
change in accrual or (ii) any change resulting from the
preparation or audit of TROLLEYS financial statements;
(h) not grant to any employee any increase in
compensation or enter into any employment deferred compensation
agreement or any similar agreement with any such employee,
except as may be (i) required under applicable law, by TROLLEYS
termination policy (whether existing as of the date hereof or
31

adopted hereafter) or by any employment or termination agreement
in effect on the date hereof or (ii) in the ordinary course of
business; and not enter into any agreement to take any action
that would violate in any material respect any of the foregoing.
. ARTICLE IX
RESTRICTIVE COVENANT
9.01 Non --Compete Agreement.
(a) Non -compete covenant: TROLLEYS agrees that for a
period of two(2)years from the Closing Date hereunder,
TROLLEYS and its principals, officers and directors,
collectively the "Non -Compete Parties", including their
respective successors, administrators and assigns in
interest, shall not use more than ten (10 motor coaches
having a seating capacity of 40 or more passengers housed
in Charlotte, NC and not including Trolley type buses,
transit vehicles, mini buses and leased buses for events in
Charlotte, NC and surrounding areas) to originate
transportation charter passenger services within the
environs of the City of Charlotte, North Carolina during
the term of the covenant.
The Non -Compete Parties and their affiliates agree and
acknowledge that the time restriction and geographical
restrictions described herein are fair and reasonable as Academy
is purchasing the motor coach transportation business of the
Seller, and the Seller shall continue operation of its Black Car
Sedan business. The Non -Compete Parties and their affiliates
hereby consent to be bound to this covenant, knowing that
ACADEMY/FRANMAR would not enter into this Agreement with the
TROLLEYS unless the Non -Compete Parties executed and delivered
this covenant to ACADEMY/FRANMAR.
(b) This restrictive covenant shall apply to the
corporate Non -Compete Parties principals individually.
(c) If, in any judicial proceeding, a court refuses to
enforce the covenant (or any part thereof), then such
unenforceable covenant (or such part) shall be eliminated from
this Agreement to the extent necessary to permit the remaining
provisions of this Agreement and/or the Covenant to be enforced.
In the event that the provisions of Section 9.01(a) are deemed
to exceed the time, geographic or scope limitations permitted by
applicable law, then such provisions shall be reformed to the
maximum time, geographic or scope limitations, as the case may
32

be, permitted by Applicable Laws.
(d) Neither Party shall be deemed to be in breach of
Section 9.01(a) unless and until the party provides written
notice to the other party of the specific operations of that
said party believes constitute a violation of Section 1.01(a).
Such notice shall specify in reasonable detail the basis for
such alleged breach. Unless otherwise agreed, the senior
management of the Parties shall meet within a period of fifteen
(15) days following receipt of the notice by the receiving party
and attempt in good faith to negotiate a resolution of such
dispute. If the Parties resolve their dispute, or the
objectionable conduct ceases, or the defaulting party divests
itself of the allegedly competitive business activity within the
15 day period, the Party engaging in the conduct shall not be
deemed to have been in violation of Section 9.01(a).
(e) Notwithstanding any other clause of this Agreement to
the contrary, the Parties agrees that in the event of a breach
of Section 9.01(a)hereof, monetary damages are inadequate and
shall not be the exclusive remedy and the aggrieved party shall
be entitled to seek injunctive relief to prevent breaches of
this Section 9.01.
ARTICLE X
Confidentiality
10.01 The information contained herein, in any exhibits,
and Exhibits to this Asset Purchase Agreement, and/or in any
proprietary writing or other information exchanged by the
Parties hereto, together with the Parties trade secrets,
marketing information, customer pricing, Exhibits and lists,
sales projections, mark-up structures, sales plans, bid
information, job quotes, operating costs, overhead costs, fuel
costs and the like, associated with the Business of TROLLEYS
motor coach charter business operations located at the Craighead
Location, only (hereinafter "Confidential information"), shall
not be "Disclosed" by either Party for the term of two (2) years
commencing with the closing date of this Agreement. In addition,
the business operations of either party disclosed to the other
by virtue of any ongoing business relationship regarding any
matter identified by a party as confidential and/or regarding
contracts, operating costs, pricing, business plans and the
like, are to remain Confidential by and between the Parties for
such time period. It is the intention of the Parties hereto to
include as Confidential Information under this provision for the
benefit of ACADEMY, all information provided by TROLLEYS, to the
33 . Z/

extent such information relates, in whole or in part, to the
Business of TROLLEYS motor coach charter business operations
located at the Craighead Location, only.
10.02 For purposes of this Agreement, Confidential
information shall.also be defined as any and all non-public
information regarding the TROLLEYS and Academy's charter
operations, to the extent that the same are unknown or not
readily available in the public domain, or known publically).
Each Party agrees not to disclose or use for its own benefit any
Confidential Information provided to such Party by the other
Party without the consent of the disclosing Party.
10.03 Notwithstanding the foregoing, nothing herein shall
restrict TROLLEYS or ACADEMY, any of their respective affiliates
or any of their respective representatives, as applicable, from
using or disclosing any Confidential Information (I) to the
extent that such disclosure is required by applicable law,
provided, however, that TROLLEYS, ACADEMY, or any of their
respective representatives, as applicable, promptly notifies the
disclosing party of such requirement in order that the
disclosing party may seek an appropriate protective or similar
order or (ii) in connection with any proceeding before or filed
with, or other disclosure made to, a court, arbitration tribunal
or mediation service to enforce any of a Party's rights arising
in connection with the termination of this Agreement or (iii)
was already in the possession of the Party prior to the date of
execution hereof.
[INTENTIONALLY BLANK]
34

ARTICLE XI
INDEMIFICATION
11.01 General Survival. The Parties agree that
regardless of any independent investigation made by any Party,
the express representations and warranties made herein, the
restrictive covenants, the Confidentiality provisions herein
contained, and the indemnification obligations with respect to
the representations and warranties of the Parties contained in
this Agreement, shall survive closing and transfer of title for
a period of two (2) year from the date of this Agreement
(excluding issues of title to the Acquired Assets), and except
as otherwise provided herein. In the event a Party provides
written notice to the other Party of an allegation of a breach
of the representation and warranties, the Party asserting such
claim shall be permitted to promptly prosecute such claim until
such claim has been resolved provided that this Agreement does
not extend any applicable Statute of Limitation or Statute of
Repose, absent the signed agreement of both parties. All
covenants and agreements of the Parties set forth in this
Agreement with respect to the actions of the Parties shall
survive indefinitely to the extent necessary to give effect to
their terms. This covenant shall survive closing and transfer of
title to the owned assets for a period of two years from the
closing date.
11.02 Indemnification Provisions for ACADEMY.
Subject to the provisions of Section 11.01, for a period of
two (2) year from and after the date of this Agreement, ACADEMY,
its officers, directors, members, stockholders, employees,
representatives and agents (collectively the "ACADEMY
Indemnities") shall be indemnified and held harmless by TROLLEYS
from and against and in respect of any and all losses incurred
by any ACADEMY Indemnities arising out of or resulting from:
(1) Any material inaccuracy in or breach of any of
TROLLEYS representations or warranties contained in this
Agreement;
(2) Any material misrepresentation contained in this
Agreement and any representation made in any certificate
furnished to ACADEMY by TROLLEYS pursuant to this Agreement;
(3) Any breach of any covenant made or to be
performed by TROLLEYS pursuant to this Agreement;
3S

(4) Any failure of TROLLEYS to satisfy any Excluded
Liabilities; and
(5) Any taxes that are paid by ACADEMY which were
otherwise required to be paid by TROLLEYS under the provisions
of this.Agreement.
B. Indemnification Provisions for TROLLEYS
Subject to the provisions of Section 11.01, for a
period of two (2) years from and after the date of this
Agreement, TROLLEYS, its affiliates and their respective
officers, directors, members, stockholders, employees,
representatives and agents (collectively the "TROLLEYS
Indemnities") shall be indemnified and held harmless by ACADEMY
from and against and in respect of any and all losses incurred
by any TROLLEYS Indemnities arising out of or resulting from:
(1) Any material inaccuracy in or breach of any of
Academy's representations or warranties contained in this
Agreement;
(2) Any misrepresentation contained in this Agreement
and any representation made in any certificate furnished to .
TROLLEYS by ACADEMY;
(3) Any breach of any covenant made or to be
performed by ACADEMY pursuant to this Agreement, or the Note.
(4) Any failure of ACADEMY to satisfy any Assumed
Liabilities; and
(5) Any debt, claim, lien, cost or charge resulting
from Academy's operation of the business or use of the Acquired
Assets, which accrued after the closing date.
C. LIMITATIONS ON INDEMNIFICATION BY TROLLEYS.
(i) With respect to the matters described in Section
11.02, TROLLEYS shall have no liability with respect to such
matters until the ACADEMY -Indemnitees have suffered aggregate
damages by reason of all such breaches in excess of $20,000 (the
"Deductible"), after which point TROLLEYS shall be obligated to
indemnify the ACADEMY -Indemnitees from and against such damages
in excess of the Deductible in accordance with this Article XI.
36

Article X11
Breach and Default
12.1 Dispute Resolution.
(a) An event of default shall be deemed to have.occurred
under this Agreement if any of the parties breaches any term or
obligation of this Agreement and fails to resolve or cure the
breach for thirty (30) days after receipt of written notice
specifying the breach, and if such breach cannot be reasonably
cured within the thirty (30) day period, said cure shall be
substantially begun. In such event, the Parties may elect to
submit the dispute to non-binding mediation to avoid civil
litigation where the amount in dispute is less than Twenty -Five
Thousand ($201 000) Dollars.
12.2 Specific Performance. The Parties hereby
.w� r�r■
acknowledge and agree that the breach of or failure of any Party
to perform its agreements and covenants hereunder, including its
failure to take all actions as are necessary on its part to the
consummation of the transactions contemplated herein, may cause
irreparable injury to the other Party, for which damages, even
if available, may not be an adequate remedy'or easily
ascertainable. Accordingly, except as otherwise provided herein,
each Party hereby consents to the other Party seeking the
issuance of injunctive relief by any court of competent
jurisdiction to compel performance of such Party's obligations
and to the granting by any court of the remedy of.specific
performance of its obligations hereunder. Nothing -herein shall
be construed as prohibiting any Party hereto from pursuing any
other remedies that may be available to it for such breach or
threatened breach, including the recovery of damages, costs, and
expenses, and reasonable attorneys' fees.
ARTICLE XIII
MISCELLANEOUS
13.01 Notices. All notices and other communications
pursuant to this Agreement shall be in writing and shall be
deemed given if delivered personally, sent by email, facsimile,
or sent by nationally -recognized overnight courier, to the
Parties at the addresses set forth below or to such other
address as the Party to whom notice is to be given may have
previously furnished to the other Party in writing in accordance
herewith. Any such notice or communication shall be deemed to
have been delivered and received (a) in the case of personal
delivery, on the date of such delivery, (b) in the case of
37

facsimile transmission, on the date sent if confirmation of
receipt is received and such notice is also promptly mailed by
registered or certified mail (return receipt requested), and (c)
in the case of a nationally -recognized overnight courier in
circumstances under which such courier guarantees next business
day delivery, on the next business day after the date when sent.
Any Party hereto may give any notice, request, demand, claim or
other communication hereunder using any other means (including
ordinary mail or electronic mail), but no such notice, request,
demand, claim or other communication shall be deemed to have
been duly given unless and until it actually is received by the
individual for whom it is intended. A copy of any notice or
other communication contemplated under this section shall also
be sent to the following:
For TROLLEYS:
TROLLEYS
2400 Queen City Drive
Charlotte, North Carolina, 28108
Attention: Leland S. Helms, President
With copy to:
Templeton Law Firm, LLC
841 Baxter Street, Suite 120
Charlotte, NC 28202
Attention: Thomas Templeton Esq.
As to ACADEMY and :
ACADEMY BUS LLC
111 Paterson Avenue
Hoboken, New Jersey 07030
Attention: Francis Tedesco. Manager
Tel: [phone] ext. 2285
With copy to:
Joseph J. Ferrara, Esq.
111 Paterson Avenue
Hoboken, New Jersey 07030
Tel: [phone] ext. 2296
Email: [e-mail]
38
MR

13.02 Amendments; Waivers. Any provision of this
Agreement may be amended or waived if, and only if, such
amendment or waiver is in writing and signed, in the case of an
amendment, by all Parties, or in the case of a waiver, by the
Party against whom the waiver is to be effective.
13.03 No Waiver. No waiver by a Party of any default,
misrepresentation or breach of a warranty or covenant hereunder,
whether intentional or not, shall be deemed to extend to any
prior or subsequent default, misrepresentation or breach of a
warranty or covenant hereunder or affect in any way any rights
arising by virtue of any prior or subsequent default,
misrepresentation or breach of warranty or covenant hereunder.
No failure or delay by a Party hereto in exercising any right,
power or privilege hereunder, whether Bus or implied, shall
operate as a waiver thereof nor shall any single or partial
exercise of any right, power or privilege preclude any other or
further exercise thereof or the exercise of any other right,
power or privilege. The rights and remedies herein provided
shall be cumulative and not exclusive of any rights or remedies
provided under applicable law.
13.04 Expenses. All costs and expenses incurred in
connection with this Agreement and the other Acquisition
Documents and in closing and carrying out the transactions
contemplated hereby and thereby shall be paid by the Party
incurring such cost or expense, whether or not such transactions
are consummated. In the event of termination of this Agreement,
the obligation of each Party to pay its own expenses will be
subject to any rights of such Party arising from a breach of
this Agreement by the other.
13.05 Successors and Assigns. This Agreement shall be
binding upon, and inure to the benefit of the Parties and their
respective successors, heirs, personal representatives and
permitted assigns. No Party hereto may transfer or assign either
Agreement or any of its rights, interests or obligations
hereunder, whether directly or indirectly, by operation of law,
merger or otherwise, without the prior written approval of each
other Party. No such transfer or assignment shall relieve the
transferring or assigning Party of its obligations hereunder if
such transferee or assignee does not perform such obligations.
If any party hereto shall assign such party's rights or
obligations hereunder, such assignment shall also bind any such
assignee and any such assignee's successors and assigns. The
closing or other consummation of a transaction constituting a
change of control, including a change of control pursuant to
39
MAN

which the contracting Parties to this Agreement remain
unchanged, shall be deemed to be an assignment of this
Agreement.
13.06 Counts arta; Effectiveness. This Agreement may
be signed in any number of counterparts, and the signatures
delivered by facsimile transmission, each of which shall be an
original, with the same effect as if the signatures were upon
the same instrument and delivered in person. This Agreement
shall become effective when each Party hereto shall have
received a counterpart hereof signed by the other Party.
13.07 Entire Agreement. This Agreement (including the
Schedules and exhibits referred to herein, which are hereby
incorporated by reference), constitute the entire agreement
between the Parties with respect to the subject matter hereof
and thereof and supersede all prior and contemporaneous
agreements, understandings and negotiations, both written and
oral, between and among the Parties with respect to the subject
matter of this Agreement and sets forth the entire understanding
and agreement of the Parties with respect to the transactions
contemplated hereunder. No representation, warranty, promise,
inducement or statement of intention has been made by either
Party that is not embodied in this Agreement, and neither party
shall be bound by, or be liable for, any alleged representation,
warranty, promise, inducement or statement of intention not
embodied herein.
13.08 Captions. The captions herein are included for
convenience of reference only and shall be ignored in the
construction or interpretation hereof. All references to an
article, section, exhibit or Schedule are references to an
article, section, exhibit or Schedule of this Agreement, unless
otherwise specified, and include all subparts thereof.
13.09 Severability. 1f any provision of this
Agreement, or the application thereof to any Person, place or
circumstance, shall be held by a,court of competent jurisdiction
to be invalid, unenforceable or void, the remainder of this
Agreement and such provisions as applied to other Persons,
places and circumstances shall remain in full force and effect
only if, after excluding the portion deemed to be unenforceable,
the remaining terms shall provide for the consummation of the
transactions contemplated hereby in substantially the same
manner as originally set forth in this Agreement, including any
amendments made hereto. The Parties further agree to replace
such invalid, unenforceable or void provision with a valid and
40

a
a
enforceable provision that will achieve, in a mutually
acceptable and commercially reasonable manner, the economic,
business and other purposes of such invalid, unenforceable or
void provision.
13.10 Knowledge of Breach; Disclosure. No fact, event,
misrepresentation or occurrence that, in the absence of this
Section 13.10, would constitute a breach or breaches of any
representation or warranty of TROLLEYS or ACADEMY, as the case
may be, under this Agreement shall be deemed to constitute a
breach or breaches by TROLLEYS or ACADEMY, as the case may be,
of its representations or warranties under this Agreement if
TROLLEYS or ACADEMY, as the case may be, has actual knowledge of
such breach or breaches on or before the date hereof.
13.11 Third Party Beneficiaries. No provision of this
Agreement shall create any third party beneficiary rights in any
Person, including any employee or former employee of TROLLEYS.
13.1.2 No Presumption against Drafting Party. Each of
ACADEMY and TROLLEYS acknowledges that it has been represented
by counsel in connection with the negotiation and execution of
this Agreement. Accordingly, any rule of law or any legal
decision that would require interpretation of any claimed
ambiguities in this Agreement or any of the other Acquisition
Documents against the drafting party has no application and is
waived.
13.13 No Publicity and Disclosures. Prior to Transfer
Effective Date, no press releases or public disclosures, either
written or oral, of the transaction contemplated by this
Agreement shall be made by either Party without the prior
written consent of the other Party.
13.14 Good Faith and Fair Dealing.
The Parties agree that they shall negotiate the terms of
this transaction and any agreements to be prepared hereunder in
good faith and with fair dealing.
1.3.1.5 Brokerso- Finders.
TROLLEYS and ACADEMY warrant and represent that no broker
or finder was involved in the sale hereunder, and that no
brokerage commission or finder's fees are payable to any person
or entity in connection with the transactions contemplated
hereby which are or may become the obligation of the other
41
0

Party.
13.16 CHOICE OF LAW. This Agreement shall be
interpreted under the laws of the State of North Carolina
without giving effect to its choice of law provisions.
IN WITNESS WHEREOF, the Parties here caused this Agreement
to be duly executed by their respective authorized officers as
of the day and year first above written.
AS TO TROLLEYS.
y
Leland S. Helms, Witness
President
AS TO ACADEMY:
ACADEMY C.,
BY BY
F TCI ESCO, W' ness
anager
AS TO FRANMAR LEASING LLC
42