NCG030234_Name-Owner Change Supporting Info_4/16/2020

EXECUTION VERSION
ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT ("Agreement') is entered into as of the 281n
day of February, 2020, by and among Transtech Acquisition LLC, a Delaware limited liability
company (`Buyer"), Trans -Tech Energy, LLC, a Delaware limited liability company ("Parent"),
Bendel Tank & Heat Exchanger, Corp., a North Carolina corporation ("Seller) William Beaver,
an individual and shareholder of Seller ("Mr. Beaver"), Gail Beaver, an individual and shareholder
of Seller ("Ms. Beaver"), Cynthia Dimmette, an individual and shareholder of Seller ("Ms.
Dimmette"), and Richard Dimmette, an individual and shareholder of Seller ("Mr. Dimmette")
(Mr. Beaver, Ms. Beaver, Ms. Dimmette and Mr. Dimmette are each an "Equityholder" and
collectively, the "Equityholders"). The Equityholders, together with Seller, are each a "Seller
Party" and collectively, the "Seller Parties."
RFCTT AT .C-
WHEREAS, Seller is engaged in the business of designing, engineering, manufacturing,
marketing and selling equipment, heat exchangers and pressure vessels (the "Business");
WHEREAS, on the terms and subject to the conditions of this Agreement, Seller desires to
sell to Buyer, and Buyer desires to purchase from Seller, substantially all of Seller's assets, and
Seller desires to assign to Buyer, and Buyer desires to assume from Seller, certain specified
liabilities of Seller related to the Business; and
WHEREAS, the Equityholders will substantially and directly benefit from the transactions
contemplated hereunder.
NOW, THEREFORE, in consideration of the mutual representations, warranties,
covenants and agreements set forth in this Agreement, Buyer, Parent and the Seller Parties hereby
agree as follows:
ARTICLE 1
Definitions
1.1 Definitions. Certain terms used in this Agreement shall have the meanings set forth
in Article 9, or elsewhere herein as indicated in Article 9.
1.2 Accounting Terms. Accounting terms used in this Agreement and not otherwise
defined herein shall have the meanings attributed to them under GAAP except as may otherwise
be specified herein.
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ARTICLE 2
Purchase and Sale
2.1 Purchase and Sale
2.1.1 Acquired Assets. On the terms and subject to the conditions contained
herein, Seller hereby sells, assigns, transfers and delivers to Buyer, and Buyer hereby purchases,
acquires and accepts from Seller, free and clear of all Liens (other than Permitted Liens), other
than the Excluded Assets, all of Seller's right, title and interest in and to all of Seller's assets,
properties, rights, Contracts and claims (the "Acquired Assets"), including, without limitation, the
following:
(a) Accounts Receivable. All accounts receivable and all notes, bonds
and other evidences of indebtedness in favor of Seller, and all rights to receive payments arising
out of sales and services rendered, including any rights of Seller with respect to any third party
collection procedures or any other actions or proceedings which have been commenced in
connection therewith, together with the proceeds in respect of any of the foregoing (the "Accounts
Receivable");
(b) Inventory. Any and all inventory, including, without limitation, any
samples, raw materials, work in progress, supplies, spare parts, finished products, shipping
containers, labels, packaging, materials, and any prepaid inventory, whether in the possession of
Seller, on consignment or otherwise in the possession of a third party, or in transit to Seller (the
"Inventory");
(c) Fixed Assets. All machinery, equipment, furniture, furnishings,
molds, fixtures, tools, dies, vessels, vehicles, computers and other tangible personal property (the
"Fixed Assets");
(d) Business Intellectual Property. All Intellectual Property owned by
Seller or held for use by Seller in its operation of the Business, including, without limitation, the
name "Bendel Tank & Heat Exchanger" and any variations or derivations thereof (collectively,
the "Business Intellectual Property"), together with the goodwill and right to sue third -parties for
past infringement or improper, unlawful or unfair use or disclosure of the Business Intellectual
Property;
(e) Assumed Contracts. To the extent transferable, the Contracts to
which Seller is a party that are related to its operation of the Business and that are set forth on
Schedule 2.1.1(e) (collectively, the "Assumed Contracts");
(f) Books and Records. Other than the Excluded Records, all of the
books and records of Seller related to the Acquired Assets, Assumed Liabilities or the Business,
including business records, financial records, files, research material, tangible data, documents,
invoices, customer lists, vendor lists and service provider lists, whether in written or electronic
form;
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Delaware Page
The First State
I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF THE CERTIFICATE OF AMENDMENT OF "TRANSTECH ACQUISITION
LLC", CHANGING ITS NAME FROM "TRANSTECH ACQUISITION LLC" TO
"BENDEL TANK & HEAT EXCHANGER, LLC", FILED IN THIS OFFICE ON
THE SECOND DAY OF MARCH, A.D. 2020, AT 12:25 O'CLOCK P.M.
7788081 8100
SR#20201833499
.NhklY YJd W IacN St[rHiry cf &a1r
Authentication: 202494282
Date:03-02-20
You may verify this certificate online at corp.delaware.gov/authver.shtml

STATE OF DELAWAR14C
CERTIFICATE OF AMENDMENT
1. Name of Limited Liability Company.: Transtech Acquisition LLC
2. The QAfficate of Formation of the Iimited iiabtlity company is hereby amendW
as follows:
wl. The name of the limited liability company i8
Mendel Tank & Beat Exchanger, LLC"
IN WITNESS WHEREOF, the under6gned have exer-uted this Certificate on
the 2nd day of March , A.D. 2020 1.
Authorized Person(s)
Name -Jeffrey H . Berlin
Print or Type
Mate of DelawAre
Secreur.v of Rau
I?lrfslon of Cor?onfloiis
D&Vered 12:25P114102-1024
FILED 12:25 Fri 03102+2424
SR 20201933499 • RLNumber 7719011