NCG140107_Name-Owner Change Supporting Info_20220502

LEASE ASSIGNMENT AND ASSUMPTION AGREEMENT
AND
LANDLORD CONSENT
THIS LEASE ASSIGNMENT AND ASSUMPTION AGREEMENT AND LANDLORD
CONSENT (this "Agreement") effective as of the closing of the transactions contemplated by
the APA (as defined below) (the "Effective Date"), is made by and among ARGOS USA LLC,
a Delaware limited liability company ("Argos"), HOLLINGSHEAD MATERIALS, LLC, a
Tennessee limited liability company ("HM"), and MORGAN GARNER, KEITH GARNER,
MAC JOHN MURDOCH, ANGELA M. CATES, AND DEBORAH M. HARRELL
(collectively, "Landlord").
Recitals
A. Argos, as tenant, is a parry to and bound by that certain Lease Agreement, dated
June 1, 2016 (the "Lease") with Landlord, related to certain real property as more fully described
in the Lease (the "Premises"). A copy of the Lease and any amendments thereto is attached as
Exhibit A to this Agreement.
B. The Lease is being transferred by Argos to HM in connection with that certain
Asset Purchase Agreement dated March 17, 2022 (the "APA").
C. Argos desires to assign to HM all of Argos' right, title and interest in and to the
Lease in consideration of HM's assumption of all obligations of Argos thereunder.
Agreement
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties agree as follows:
1. Assignment. Argos conveys, transfers and assigns to HM, effective as of the
Effective Date, all of Argos' right, title, and interest in, to and under (a) the Lease, including
without limitation all renewal options set forth therein, (b) the Premises, (c) the security deposit
(if any) deposited under the Lease, (d) all leasehold improvements that are currently located in
the Premises to the extent (if any) that Argos has any right, title or interest in and to the same
pursuant to the terms of the Lease (the "Leasehold Improvements") and (e) any rent prepaid
under the Lease. Argos will deliver possession of the Premises to HM on the Effective Date.
2. Assumption. HM consents to the assignment of the Lease and assumes and
agrees to perform all of the obligations of Argos to be performed under the Lease to the extent
such obligations accrue from and after the Effective Date of this Agreement.

3. Landlord's Consent. In consideration of the foregoing and other valuable
consideration, Landlord hereby consents to the assignment and assumption of the Lease,
effective upon closing of the transactions contemplated by the APA, and the terms of this
Agreement as set forth herein. Landlord acknowledges and agrees that, in the event of
Landlord's execution of this Agreement prior to final execution hereof by Argos and flM,
Landlord may not revoke such consent.
4. No Defaults. Landlord represents and warrants to HM that (i) the Lease is in full
force and effect and has not been modified or amended in any respect, except as set forth in
Exhibit A, (ii) Landlord is not in default in the performance of any covenant, agreement, or
condition contained in the Lease and there are no existing circumstances that with the giving of
notice or the passage of time or both would give rise to such a default, and (iii) to Landlord's
knowledge, Argos is not in default in the performance of any covenant, agreement, or condition
contained in the Lease and there are no existing circumstances that with the giving of notice or
the passage of time or both would give rise to such a default.
5. Notice. From and after the Effective Date, HM's address, as tenant, for notices
under the Lease shall be: Hollingshead Materials, LLC, 1136 2nd Ave. North, Nashville, TN
37208.
6. Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be deemed as original, but all of which together constitute one and the same
document. Scanned and electronically transmitted signatures of this Agreement shall be deemed
to have the same legal effect as original signatures on this Agreement.
7. Ratification. As modified by this Agreement, the Lease is ratified and affirmed.
To the extent of any inconsistencies between this Agreement and the Lease, the terms of this
Agreement shall control. This Agreement shall be binding upon and shall benefit the parties and
their respective successors and permitted assigns.
8. Miscellaneous. Capitalized terms used in this Agreement have the same meaning
as in the Lease, unless otherwise expressly provided. Each of the parties hereto hereby
covenants and agrees, without the necessity of any further consideration whatsoever, to execute
acknowledge and deliver all such other documents and to take all such other actions as may
reasonably be necessary to consummate the transactions contemplated hereby. This Agreement
may not be amended, modified or terminated orally, and may only be so amended, modified or
terminated by an instrument in writing executed by the parties hereto. This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and their respective successors
and assigns. This Agreement shall be governed and construed in accordance with the laws
applicable to the Lease.
[Signatures are located on the following page.]
2

IN WITNESS WHEREOF, Argos, HM and Landlord have executed this Agreement as of
the Effective Date.
ARGOS:
ARGOS USA LLC,
a Delaware limited liability company
By:
William Wagner, its sident
[Argos Signature Page to Assignment (Newport Plant)]
3

DocuSign Envelope ID: A957A8F7-4EF4-4F63-809E-FFE546E7B7A8
HM:
HOLLINGSHEAD MATERIALS, LLC,
a Tennessee limited liability company
By: Yf f
Name:
Its:
Chief xecu ive icer
[HMSignature Page to Assignment (Newport Plant)]

LANDLORD:
MORGAN GARNER
7a-m- ?�Z4
.wit.
KEITH GARNER
/-er�L ya-�
MAC J HN MURDOCH
ANGELA M. CATES
DEBORAH M. HARRELL
[Landlord Signature Page to Assignment (Newport Plant)]