NCG120115_Name-Owner Change Supporting Info_20230912

Execution Version
SHARE AND MEMBERSHIP INTEREST PURCHASE AGREEMENT
by and among
KENT L. COBLE,
BRENDA LAMM COBLE,
COBLE'S SANDROCK,INC,
COBLE'S,L.L.C.
and
MERIDIAN WASTE NORTH CAROLINA,LLC
dated as of
September 1,2023

SHARE AND MEMBERSHIP INTEREST PURCHASE AGREEMENT
This Share and Membership Interest Purchase Agreement (this "Agreement"), dated as of
September 1, 2023, is entered into by and among Kent L. Coble ("Kent Coble"), Brenda Lamm Coble
("Brenda Coble", and together with Kent Coble, each a "Seller" and together, the "Sellers"), Coble's
Sandrock, Inc., a North Carolina corporation ("Sandrock"), Coble's, L.L.C., a North Carolina limited
liability company ("Coble's", and together with Sandrock, each a "Company" and together, the
"Companies") and Meridian Waste North Carolina, LLC, a North Carolina limited liability company
("Buyer").
RECITALS
WHEREAS, the Companies are engaged in the ownership and operation of that certain NCDEQ
Construction&Demolition Debris Landfill(the"Landfill") and a roll-off hauling business related thereto
(collectively,the"Business");
WHEREAS, the Business is conducted at the real property located at 5833 Foster Store Road,
Liberty, North Carolina 27298 (the "Landfill Property") pursuant to that certain Permit#10105-CDLF-
1998 Phases 1,2, 3 and#8 (the"Landfill Permit");
WHEREAS, Sellers own all of the issued and outstanding shares of capital stock(the"Shares")in
Sandrock;
WHEREAS, Sellers own all of the issued and outstanding membership interests in Coble's (the
"Membership Interests"); and
WHEREAS, Sellers wish to sell to Buyer, and Buyer wishes to purchase from Sellers, the Shares
and the Membership Interests, subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants 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:
ARTICLE I
DEFINITIONS
The following terms have the meanings specified or referred to in this Article I:
"ACA"has the meaning set forth in Section 3.20(e).
"Action" means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit,
notice of violation,proceeding,litigation,citation,summons,subpoena or investigation of any nature,civil,
criminal, administrative,regulatory or otherwise,whether at law or in equity.
"Affiliate" of a Person means any other Person that directly or indirectly, through one or more
intermediaries, controls, is controlled by, or is under common control with, such Person, and additionally,
with respect to a particular individual, also means, each other member of such individual's Family. The
term "control" (including the terms "controlled by" and "under common control with") means the
possession, directly or indirectly, of the power to direct or cause the direction of the management and
policies of a Person,whether through the ownership of voting securities,by contract or otherwise.

"Agreement"has the meaning set forth in the preamble.
"Allocation Schedule"has the meaning set forth in Section 6.06.
"Ancillary Documents" means the ancillary documents contemplated by this Agreement to be
delivered at the Closing and to which a party is a signatory thereto.
"Annual Financial Statements"has the meaning set forth in Section 3.06.
"Assets"has the meaning set forth in Section 3.11.
"Balance Sheet"has the meaning set forth in Section 3.06.
"Balance Sheet Date"has the meaning set forth in Section 3.06.
"Basket"has the meaning set forth in Section 8.04(a).
"Benefit Plan" means any pension, benefit, retirement, compensation, employment, consulting,
profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity or other
equity, change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental,
disability, welfare, Code Section 125 cafeteria, fringe benefit and other similar agreement, plan, policy,
program or arrangement(and any amendments thereto),in each case whether or not reduced to writing and
whether funded or unfunded, including each "employee benefit plan" within the meaning of Section 3(3)
of ERISA,whether or not tax-qualified and whether or not subject to ERISA.
"Bonus Payments"has the meaning set forth in Section 2.05.
"Business Day" means any day except Saturday, Sunday or any other day on which commercial
banks located in Charlotte,North Carolina are authorized or required by Law to be closed for business.
"Buyer"has the meaning set forth in the preamble.
"Buyer Indemnitees"has the meaning set forth in Section 8.02.
"Cap"has the meaning set forth in Section 8.04(a).
"CARES Act"means the Coronavirus Aid,Relief, and Economic Security Act.
"CERCLA"means the Comprehensive Environmental Response,Compensation,and Liability Act
of 1980,as amended by the Superfund Amendments and Reauthorization Act of 1986,42 U.S.C. §§ 9601
et seq.
"Closing"has the meaning set forth in Section 2.06.
"Closing Date"has the meaning set forth in Section 2.06.
"Closing Payment"has the meaning set forth in Section 2.03(a).
"Closing Statement"has the meaning set forth in Section 2.02.
"Code"means the Internal Revenue Code of 1986, as amended.
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"Company Intellectual Property"means all Intellectual Property that is owned by the Companies.
"Company IP Agreements" means all licenses, sublicenses, consent to use agreements,
settlements, coexistence agreements, covenants not to sue, waivers, releases, permissions and other
Contracts,whether written or oral,pursuant to which any Company grants rights or authority to any Person
with respect to Company Intellectual Property.
"Company IP Registrations" means all Company Intellectual Property that is subject to any
issuance, registration or application by, to or with any Governmental Authority or authorized private
registrar in any jurisdiction,including issued Patents,registered Trademarks,domain names and copyrights,
and pending applications for any of the foregoing.
"Company Systems"has the meaning set forth in Section 3.12(h).
"Contracts" means all contracts, leases, deeds, mortgages, licenses, instruments, notes,
commitments,undertakings,indentures,obligations,joint ventures and all other agreements, commitments
and legally binding arrangements, whether written or oral,together with all modifications or amendments
thereto.
"Daily Average"means,as of any date of determination,for the six(6)month period then ending,
the waste accepted during such period divided by the number of Business Days in such period.
"Direct Claim"has the meaning set forth in Section 8.05(b).
"Disclosure Schedules"means the Disclosure Schedules delivered by Sellers and the Companies
concurrently with the execution and delivery of this Agreement.
"Dollars"or"$"means the lawful currency of the United States.
"Drew Coble Lease"has the meaning set forth in Section 5.07.
"Effective Time"means 12:01 a.m., Charlotte,North Carolina time on the Closing Date.
"Encumbrance" means any charge, claim, liability, assessment, community property interest,
pledge,condition,equitable interest,lien(statutory or other),option, security interest,mortgage,easement,
encroachment,right of way,right of first refusal,or restriction and burden of any kind or nature whatsoever,
including any restriction on use, voting, transfer, receipt of income or exercise of any other attribute of
ownership.
"Enterprise Value"has the meaning set forth in Section 2.02.
"Environmental Claim"means any Action,Governmental Order,lien,fine,penalty,or,as to each,
any settlement or judgment arising therefrom,by or from any Person alleging liability of whatever kind or
nature (including liability or responsibility for the costs of enforcement proceedings, investigations,
reporting,monitoring,cleanup,governmental response,removal or remediation,natural resources damages,
property damages, personal injuries, medical monitoring, penalties, contribution, indemnification and
injunctive relief)arising out of,based on or resulting from: (a)the presence,Release of,or exposure to,any
Hazardous Materials; or(b)any actual or alleged non-compliance with any Environmental Law or term or
condition of any Environmental Permit.
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"Environmental Law" means any applicable Law, and any Governmental Order or binding
agreement with any Governmental Authority: (a) relating to pollution (or the cleanup thereof) or the
protection of natural resources, endangered or threatened species, human health or safety, or the
environment (including ambient air, soil, surface water or groundwater, or subsurface strata); or (b)
concerning the presence of, exposure to, or the management, manufacture, use, containment, storage,
recycling, reclamation, reuse, treatment, generation, discharge, transportation, processing, production,
disposal or remediation of any Hazardous Materials. The term "Environmental Law" includes, without
limitation, the following (including their implementing regulations and any state analogs): the
Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended by the
Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. §§ 9601 et seq.; the Solid Waste
Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976, as amended by the
Hazardous and Solid Waste Amendments of 1984,42 U.S.C. §§ 6901 et seq.;the Federal Water Pollution
Control Act of 1972, as amended by the Clean Water Act of 1977, 33 U.S.C. §§ 1251 et seq.; the Toxic
Substances Control Act of 1976, as amended, 15 U.S.C. §§ 2601 et seq.; the Emergency Planning and
Community Right-to-Know Act of 1986, 42 U.S.C. §§ 11001 et seq.; the Clean Air Act of 1966, as
amended by the Clean Air Act Amendments of 1990, 42 U.S.C. §§ 7401 et seq.; and the Occupational
Safety and Health Act of 1970, as amended,29 U.S.C. §§ 651 et seq.
"Environmental Notice" means any written directive, notice of violation or infraction,judicial
complaint,citizen suit or other notice respecting any Environmental Claim relating to actual or alleged non-
compliance with any Environmental Law or any term or condition of any Environmental Permit.
"Environmental Permit" means any Permit, letter, clearance, consent, waiver, closure,
exemption,decision or other action required under or issued,granted,given,authorized by or made pursuant
to Environmental Law.
"ERISA" means the Employee Retirement Income Security Act of 1974, as amended, and the
regulations promulgated thereunder.
"ERISA Affiliate" means all employers (whether or not incorporated) that would be treated
together with the Companies or any of its Affiliates as a"single employer"within the meaning of Section
414 of the Code or Section 4001 of ERISA.
"Escrow Amount"means
"Escrow Agent" means that certain Post Closing Escrow Agreement dated as of even date
herewith,by and among Kent Coble,Brenda Coble,Buyer and Escrow Agent.
"Escrow Agreement" means Chicago Title Insurance Company, 200 South Tryon Street, Suite
800, Charlotte,NC 28202.
"Excluded Loader"means a 976 Loader leased by the Company in 2022 from Kent Coble.
"Excluded Loader Lease" means the lease governing the Excluded Loader by and between
Sandrock and Kent Coble.
"Family" of an individual includes (a) the individual, (b) the individual's spouse, (c) any other
natural person who is related to the individual or the individual's spouse within the second degree and(d)
any other natural person who resides with such individual.
"Final Determination"has the meaning set forth in Section 8.06(a).
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"Financial Statements"has the meaning set forth in Section 3.06.
"Fundamental Representations"mean,collectively,the representations and warranties contained
in Sections 3.01 (Organization and Authority of Sellers), 3.02 (Organization, Authority and Qualification
of the Companies),3.03(Capitalization),3.06(Financial Statements),3.10(Real Property),3.11(Condition
and Sufficiency of Assets), 3.18(b) (Permits), 3.19 (Environmental Matters), 3.22 (Taxes), 3.24 (Brokers)
and 3.25 (Certain Business Relationships with the Company).
"GAAP"means United States generally accepted accounting principles in effect from time to time.
"Government Contracts"has the meaning set forth in Section 3.09(a)(viii).
"Governmental Authority"means any federal, state or local government or political subdivision
thereof,or any agency or instrumentality of such government or political subdivision,or any self-regulated
organization or other non-governmental regulatory authority or quasi-governmental authority(to the extent
that the rules, regulations or orders of such organization or authority have the force of Law), or any
arbitrator, court or tribunal of competent jurisdiction.
"Governmental Order" means any order, writ, judgment, injunction, decree, stipulation,
determination or award entered by or with any Governmental Authority.
"Hazardous Materials"means: (a) any material, substance, chemical,waste,product, derivative,
compound, mixture, solid, liquid, mineral or gas, in each case, whether naturally occurring or manmade,
that is hazardous, acutely hazardous, toxic, or words of similar import or regulatory effect under
Environmental Laws; and(b)any petroleum or petroleum-derived products,radon,radioactive materials or
wastes, asbestos in any form, lead or lead-containing materials, urea formaldehyde foam insulation, and
polychlorinated biphenyls.
"Indebtedness" means, as of the Effective Time, without duplication, all obligations of the
Companies or Sellers(a)for borrowed money,whether current or funded,secured or unsecured,(b)created
or arising under any conditional sale or other title retention agreement, (c) secured by a purchase money
mortgage or other Encumbrance (other than Permitted Encumbrances), (d) under leases which have been
or should be, in accordance with GAAP,recorded as capital leases, (e) in respect of bankers' acceptances
or letters of credit,(f)with respect to obligations of other Persons which are directly or indirectly guaranteed
by a Company or in respect of which a Company has otherwise assured an obligee against loss, (g) in
respect of cash bonus obligations that are accrued, owed or otherwise due and payable to current or former
employees or other service providers in respect of performance periods prior to the Closing(including the
employer portion of any Taxes arising therefrom), (h) in respect of outstanding severance obligations to
former employees, officers, directors or other service providers of the Company whose employment or
engagement was terminated prior to the Closing (including the employer portion of any Taxes arising
therefrom);(i)in respect of customer pre-payments and other advances made to customers; (j)in respect of
past due vendor payments and trade payables; (k) in respect of deferred rent obligations; (1) in respect of
long term deferred revenue; (m)in respect of any unfunded or underfunded Benefit Plan; and(n)interest,
principal,prepayment penalties,premiums, fees,or expenses,due or owing in respect of those items listed
in clauses(a)through(m),whether resulting from their payment or discharge or otherwise.
"Indemnified Party"has the meaning set forth in Section 8.05.
"Indemnifying Party"has the meaning set forth in Section 8.05.
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"Independent Accountant" means an independent certified public accountant mutually
satisfactory to Buyer and Sellers.
"Insurance Policies"has the meaning set forth in Section 3.16.
"Intellectual Property"means any and all rights in, arising out of, or associated with any of the
following in any jurisdiction throughout the United Stated of America: (a) issued patents and patent
applications (whether provisional or non-provisional), including divisionals, continuations, continuations-
in-part,substitutions,reissues,reexaminations,extensions,or restorations of any of the foregoing,and other
Governmental Authority-issued indicia of invention ownership (including certificates of invention, petty
patents, and patent utility models) ("Patents"); (b)trademarks, service marks,brands, certification marks,
logos, trade dress, trade names, and other similar indicia of source or origin, together with the goodwill
connected with the use of and symbolized by, and all registrations, applications for registration, and
renewals of,any of the foregoing("Trademarks"); (c)copyrights and works of authorship,whether or not
copyrightable, and all registrations, applications for registration, and renewals of any of the foregoing
("Copyrights"); (d)internet domain names and social media account or user names(including"handles"),
whether or not Trademarks, all associated web addresses, URLs, websites and web pages, social media
accounts and pages, and all content and data thereon or relating thereto, whether or not Copyrights; (e)
mask works, and all registrations,applications for registration, and renewals thereof; (f)industrial designs,
and all Patents, registrations, applications for registration, and renewals thereof; (g) trade secrets, know-
how,inventions(whether or not patentable),discoveries,improvements,technology,business and technical
information,databases, data compilations and collections,tools,methods,processes,techniques, and other
confidential and proprietary information and all rights therein; (h) computer programs, operating systems,
applications, firmware, and other code, including all source code, object code, application programming
interfaces, data files, databases, protocols, specifications, and other documentation thereof("Software");
(i)rights of publicity; and(j) all other intellectual or industrial property and proprietary rights.
"Intended Tax Treatment"has the meaning set forth in Section 6.06.
"Interim Balance Sheet"has the meaning set forth in Section 3.06.
"Interim Balance Sheet Date"has the meaning set forth in Section 3.06.
"Interim Financial Statements"has the meaning set forth in Section 3.06.
"Knowledge of Sellers" or "Sellers' Knowledge" or any other similar knowledge qualification,
means the actual or constructive knowledge of Kent Coble or Brenda Coble, after due inquiry of all
management-level employees or agents of a Company who could reasonably be expected to have
knowledge or information with respect to the matter in question.
"Landfill Permit"has the meaning set forth in the recitals.
"Landfill Property"has the meaning set forth in the recitals.
"Law" means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty,
common law,judgment, decree,other requirement or rule of law of any Governmental Authority.
"LCID"has the meaning set forth in Section 3.19(1).
"Liabilities"has the meaning set forth in Section 3.07.
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"Losses"means losses,assessments,Taxes,damages,Liabilities,deficiencies,Actions,judgments,
interest, awards, penalties, fines, costs, interests or expenses (including reasonable fees and expenses of
attorneys, accountants and other experts, and reasonable costs of investigation);provided, however, that
"Losses" shall not include punitive damages, except to the extent actually awarded to a Governmental
Authority or other third party.
"Material Adverse Effect"means any event, effect, occurrence, fact, condition or change that is,
or could reasonably be expected to become, individually or in the aggregate, materially adverse to (a)the
business, results of operations, condition (financial or otherwise) or assets of the Companies (taken as a
whole), or(b)the ability of Sellers to consummate the transactions contemplated hereby on a timely basis;
provided, however, that in the case of clause (a), none of the following shall be taken into account in
determining whether a Material Adverse Effect has occurred or is reasonably expected to occur: any event,
effect, occurrence, fact, condition or change arising from or related to (i) general economic or political
conditions; (ii) conditions generally affecting the industries in which the Companies operate; (iii) any
changes in financial or securities markets in general; (iv) acts of war (whether or not declared), armed
hostilities or terrorism, or the escalation or worsening thereof or (v) any changes in applicable Laws or
accounting rules,including GAAP first publicly announced after the date hereof;provided further,however,
that any event, effect, occurrence, fact, condition or change referred to in clauses (i) through (iv)
immediately above shall be taken into account in determining whether a Material Adverse Effect has
occurred or could reasonably be expected to occur to the extent that such event, effect, occurrence, fact,
condition or change has a disproportionate effect on the Companies compared to other participants in the
industries in which the Companies conducts their businesses.
"Material Contracts"has the meaning set forth in Section 3.09(a).
"Material Customers"has the meaning set forth in Section 3.15(a).
"Material Suppliers"has the meaning set forth in Section 3.15(b).
"Membership Interests"has the meaning set forth in the recitals.
"Organizational Documents"means(a)in the case of a Person that is a corporation,its articles or
certificate of incorporation, its shareholders' agreement and its by-laws; (b) in the case of a Person that is
a partnership, its articles or certificate of partnership, formation or association, and its partnership
agreement(in each case, limited, limited liability, general or otherwise); (c) in the case of a Person that is
a limited liability company, its articles or certificate of formation or organization, and its limited liability
company agreement or operating agreement or its equivalent; and(d)in the case of a Person that is none of
a corporation, partnership (limited, limited liability, general or otherwise), limited liability company or
natural person, its governing instruments as required or contemplated by the Laws of its jurisdiction of
organization.
"Permits" means all permits, licenses, franchises, approvals, authorizations, registrations,
certificates, variances and similar rights obtained, or required to be obtained, from Governmental
Authorities.
"Permitted Encumbrances" (a) mechanics' Encumbrances, workmen's Encumbrances, carriers'
Encumbrances, repairmen's Encumbrances, landlord's Encumbrances, materialmen's Encumbrances,
warehousemen's Encumbrances, or other like Encumbrances and security obligations that are not yet due
and payable or that are being contested in good faith; (b)statutory Encumbrances for current Taxes that are
not yet due and payable; (c) pledges, deposits or other Encumbrances incurred in the ordinary course of
business and securing the performance of bids,trade contracts,leases,or regulatory or statutory obligations
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(including workers' compensation, unemployment insurance or other social security Laws); and (d)
easements,reservations, zoning and building Laws.
"Person" means an individual, corporation, partnership,joint venture, limited liability company,
Governmental Authority,unincorporated organization,trust, association, or other entity.
"Post-Closing Tax Period"means any taxable period beginning after the Closing Date and,with
respect to any taxable period beginning before and ending after the Closing Date,the portion of such taxable
period beginning after the Closing Date.
"Pre-Closing Tax Period"means any taxable period ending on or before the Closing Date and the
portion through the end of the Closing Date of any Straddle Period.
"Pre-Closing Taxes"means Taxes of the Companies for any Pre-Closing Tax Period.
"Purchase Price"has the meaning set forth in Section 2.02.
"Real Property"means the real property owned,leased,subleased,licensed or otherwise occupied
by the Companies or the Sellers(other than the Sandpit Real Estate),together with all buildings, structures
and facilities located thereon, and together with all easements, appurtenances, rights and privileges
pertaining thereto.
"Release" means any actual release, spilling, leaking, pumping, pouring, emitting, emptying,
discharging, injecting, escaping, leaching, dumping, abandonment, disposing or allowing to escape or
migrate into or through the environment (including, without limitation, ambient air (indoor or outdoor),
surface water, groundwater, land surface or subsurface strata or within any building, structure, facility or
fixture).
"Representative" means, with respect to any Person, any and all directors, managing members,
partner, equity holder, managers, officers, employees, consultants, advisor, financial advisors, legal
counsel, accountants and other agents of such Person (in each case solely to the extent acting in such
capacity on behalf of such Person).
"Restricted Business" means the business of commercial, industrial and residential waste and
debris removal, hauling and disposal.
"Restricted Period"has the meaning set forth in Section 5.03(a).
"Restrictive Covenant Agreement"means the form of Restrictive Covenant Agreement attached
hereto as Exhibit A.
"Sandpit Real Estate" means the Real Property evidenced by Alamance County Tax Parcel No.
101068 and the portion of Alamance County Tax Parcel No. 101069 that is marked accordingly on the
maps attached hereto as Exhibit C (the legal boundary of which will be more fully delineated in the deed
delivered pursuant to Section 7.01(d)).
"Section 338(h)(10)Election"has the meaning set forth in Section 6.05.
"Section 338(h)(10)Forms"has the meaning set forth in Section 6.05.
"Seller" and"Sellers"have the meanings set forth in the preamble.
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"Seller Indemnitees"has the meaning set forth in Section 8.03.
"Seller Owned Real Property" means the Real Property owned by the Sellers, which Real
Property, for the avoidance of doubt, is evidenced by Alamance County Tax Parcel Nos. 104972, 104932,
104913, 101070 and 101069.
"Sellers' Lease"has the meaning set forth in Section 5.07.
"Sellers' Pro Rata Obligations"has the meaning set forth in Section 2.02.
"Shares"has the meaning set forth in the recitals.
"Straddle Period"has the meaning set forth in Section 6.04.
"Tax Claim"has the meaning set forth in Section 6.07.
"Tax Return" means any return, declaration, report, claim for refund, information return, or
statement or other document relating to Taxes,including any schedule or attachment thereto,and including
any amendment thereof.
"Taxes" means, without limitation, (a) all federal, state, local, foreign and other income, gross
receipts, sales,use,production, ad valorem, transfer, franchise,registration,profits, license, lease, service,
service use, withholding, payroll, employment, unemployment, estimated, excise, severance,
environmental, stamp, occupation,premium,property(real or personal),unclaimed property, escheat,real
property gains, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind
whatsoever, (b) any interest,additions,fines or penalties with respect thereto and any interest in respect of
such additions or penalties imposed by any taxing authority in connection with any item described in clause
(a), and (c) any liability in respect of any items described in clauses (a) and/or (b) payable by reason of
Contract, assumption,transferee liability,operation of Law, Treasury Regulation Section 1.1502-6(or any
predecessor or successor thereof or any analogous or similar provision of Law)or otherwise.
"Territory"means the State of North Carolina.
"Third Party Claim"has the meaning set forth in Section 8.05(a).
"Transaction Expenses"means,as of the Effective Time,(a)all of the fees and expenses incurred
or reimbursed by Sellers or the Companies in connection with the negotiation, documentation and
consummation of the transactions contemplated by this Agreement rendered on behalf and for benefit of
Seller and any Ancillary Document,including all fees,expenses, disbursements and other similar amounts
paid or payable to Sellers' attorneys, financial advisors or accountants and all obligations under any
engagement letter or other agreement or understanding with any investment banker or other broker. Buyer
shall be responsible and pay: (i)all payments required to obtain third party consents in connection with the
consummation of the transactions contemplated by this Agreement and(ii)all change of control,severance,
bonus, stock appreciation,phantom stock or similar payments due by a Company to any Person, and other
accelerations or increases in rights or benefits of the Companies' employees (payable and occurring prior
to, on or after the Closing Date), under any plan, agreement or arrangement of the Companies, which
obligation, in each case, arises either on or before the Closing Date or in whole or in part as a result of the
consummation of the transactions contemplated by this Agreement,including all Taxes that are payable by
a Company in connection with or as a result of the payment of such obligations.
"Union"has the meaning set forth in Section 3.21(b).
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"WARN Act"means the federal Worker Adjustment and Retraining Notification Act of 1988,and
similar state and local Laws related to plant closings,relocations,mass layoffs and employment losses.
ARTICLE II
PURCHASE AND SALE
Section 2.01 Purchase and Sale. Subject to the terms and conditions set forth herein, at the
Closing, Sellers shall sell to Buyer, and Buyer shall purchase from Sellers, all of Sellers' right, title, and
interest in and to the Shares and Membership Interests, free and clear of all Encumbrances, for the
consideration specified in Section 2.02. The parties hereto acknowledge(a)that the Excluded Loader shall
be retained by Sellers and that the Excluded Loader Lease is hereby terminated without further action of
any party and neither Buyer nor the Company, after giving effect hereto, shall have any further obligation
with respect to the Excluded Loader or the Excluded Loader Lease,and(b)that(i)the Company previously
operated a "sandpit" business on the Sandpit Real Estate, which business has been discontinued, (ii) the
Sandpit Real Estate shall be retained by Sellers and(iii)neither Buyer nor the Company,after giving effect
hereto,shall have any obligations with respect such business or the Sandpit Real Estate and all revenue and
liabilities,whether occurring prior to,on or after the date hereof,with respect thereto are expressly retained
by Sellers in all respects.
Section 2.02 Purchase Price. The aggregate consideration to be paid by Buyer for the Shares
and the Membership Interests(the"Purchase Price")shall be-(the"Enterprise Value"),minus
(a)the aggregate amount of Indebtedness,minus(b)the aggregate amount of the Transaction Expenses that
would otherwise be paid by Sellers or the Companies,minus(c)the aggregate amount of the Sellers'portion
of the pro rata taxes and agreed expenses as determined herein by this Agreement(the"Sellers' Pro Rata
Obligations"), minus (d) _ (reflecting the agreed upon deferred revenue adjustment). Three (3)
Business Days prior to the Closing, Sellers or their Representatives shall prepare and deliver to Buyer a
statement(the"Closing Statement") setting forth the aggregate amounts of Indebtedness and Transaction
Expenses of the Companies.
Section 2.03 Transactions to be Effected at the Closing. At the Closing,Buyer shall:
(a) deliver to Sellers an aggregate amount (the "Closing Payment") equal to (i) the
Enterprise Value, minus (ii) the aggregate amount of Indebtedness, minus (iii) the aggregate
amount of the Transaction Expenses that would otherwise be paid by Sellers or the Companies and
minus (iv) the aggregate amount of the Sellers' Pro Rata Obligations, minus (v) the Escrow
Amount,which Closing Payment shall be paid by Buyer to Sellers by wire transfer of immediately
available funds to the account or accounts designated in writing by Sellers to Buyer prior to the
Closing Date;
(b) deposit the Escrow Amount with the Escrow Agent pursuant to the terms of the
Escrow Agreement; and
(c) pay to Sellers, as reimbursements for previous expenses of the Companies agreed
to be paid by Buyer, the amount of-, which amount shall be paid by Buyer to Sellers by
wire transfer of immediately available funds to the account or accounts designated in writing by
Sellers to Buyer prior to the Closing Date;
(d) pay,on behalf of the Companies or Sellers,the following amounts:
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(i) Indebtedness of the Companies to be paid at the Closing,by wire transfer
of immediately available funds to the accounts and in the amounts specified on the Closing
Statement; and
(ii) without duplication, any Transaction Expenses that would otherwise be
paid by Sellers or the Companies unpaid at the Closing, by wire transfer of immediately
available funds to the accounts and in the amounts specified on the Closing Statement.
Section 2.04 Contingent Payments. Following the Closing and subject to the terms and
conditions hereof, Buyer shall deliver the following payments to Sellers (collectively, the "Bonus
Payments"):
(a) -shall be paid by Buyer to Sellers to the account or accounts designated
by Sellers by wire transfer of immediately available funds thirty (30) days following the first day
on which the Landfill Property has received, over the six (6) month period then ending, a Daily
Average of 300 tons of accepted construction and demolition waste (delivered in accordance with
all applicable Law, including, without limitations, the applicable Permits (including the Landfill
Permit))per Business Day during such six(6)month period.
(b) -shall be paid by Buyer to Sellers to the account or accounts designated
by Sellers by wire transfer of immediately available funds thirty (30) days following the first day
on which the Landfill Property has received, over the six (6) month period then ending, a Daily
Average of 500 tons of accepted construction and demolition waste (delivered in accordance with
all applicable Law, including, without limitations, the applicable Permits (including the Landfill
Permit))per Business Day during such six(6)month period.
(c) -shall be paid by Buyer to Sellers to the account or accounts designated
by Sellers by wire transfer of immediately available funds thirty (30) days following the first day
on which the Landfill Property has received, over the six (6) month period then ending, a Daily
Average of 600 tons of accepted construction and demolition waste (delivered in accordance with
all applicable Law, including, without limitations, the applicable Permits (including the Landfill
Permit))per Business Day during such six(6)month period.
(d) If the payments due under this Section 2.04 are required to be paid on a non-
Business Day, such payments shall be made on the following Business Day and such delay shall
not be considered a breach or default of this Agreement.
(e) Buyer will promptly make sufficient existing records necessary to confirm the
calculation of the Bonus Payments available to Sellers for review upon Sellers'reasonable request.
Section 2.05 Royalty Payments. Following the Closing and subject to the terms and conditions
hereof,at the end of each fiscal quarter,Buyer shall deliver to the account or accounts designated by Sellers
by wire transfer of immediately available funds an amount Keaactear<eaacteaKeaacteaKeaactec
I wuuuLGUI •te to
(delivered in accordance with all applicable Law, including, without limitations, the
applicable Permits). Each payment made pursuant to this Section 2.05 shall be made on or before the date
that is thirty(30)days following the last day of the applicable fiscal quarter;provided,that if such payment
is required to be paid on a non-Business Day, such payment shall be made on the following Business Day
and such delay shall not be considered a breach or default of this Agreement.
Page 11

Section 2.06 Closing. Subject to the terms and conditions of this Agreement,the purchase and
sale of the Shares and Membership Interests contemplated hereby shall take place at a closing (the
"Closing")to be conducted remotely via electronic delivery of documents and signatures and to take place
no later than three(3) Business Days after the last of the conditions to the Closing set forth in Article VII
have been satisfied or waived by the party entitled to the benefit of the same(other than conditions which,
by their nature,are to be satisfied at the Closing,or at such other time or on such other date or at such other
place as Sellers and Buyer may mutually agree upon in writing) (the day on which the Closing takes place
being the"Closing Date").
Section 2.07 Withholding Tax. Buyer and the Companies shall be entitled to deduct and
withhold from the Purchase Price all Taxes that Buyer and the Companies may be required to deduct and
withhold under any provision of Tax Law as agreed by Sellers three(3)Business Days prior to the Closing.
All such agreed withheld amounts by the parties shall be treated as delivered to Sellers hereunder.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SELLERS
Except as set forth in the corresponding numbered Section of the Disclosure Schedules, Sellers,
jointly and severally,represent and warrant to Buyer as follows:
Section 3.01 Organization and Authority of Sellers. Each Seller has the power and authority
to enter into this Agreement and the Ancillary Documents to which such Seller is or is specified to be a
party, to carry out his or her obligations hereunder and thereunder and to consummate the transactions
contemplated hereby and thereby. The execution and delivery by each Seller of this Agreement and any
Ancillary Document to which such Seller is or is specified to be a party,the performance by such Seller of
his or her obligations hereunder and thereunder, and the consummation by such Seller of the transactions
contemplated hereby and thereby have been duly and validly authorized by each Seller, and no other
proceeding on the part of any Seller is necessary. This Agreement has been duly executed and delivered by
each Seller, and (assuming due authorization, execution, and delivery by each other party hereto) this
Agreement constitutes a legal, valid and binding obligation of each Seller enforceable against each Seller
in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium and other similar Laws affecting the rights of creditors generally, and the
availability of equitable remedies. When each Ancillary Document to which a Seller is or is specified to
be a party has been or will be duly executed and delivered by such Seller (assuming due authorization,
execution, and delivery by each other party thereto), such Ancillary Document will constitute a legal and
binding obligation of such Seller enforceable against such Seller in accordance with its terms, except as
enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other
similar Laws affecting the rights of creditors generally,and the availability of equitable remedies.
Section 3.02 Organization,Authority and Qualification of the Companies.
(a) Coble's is a limited liability company duly organized,validly existing and in good
standing under the Laws of the State of North Carolina and has all requisite limited liability
company power and authority to own, operate or lease the properties and assets now owned,
operated or leased by it and to carry on its business as it has been and is currently conducted.
Sandrock is a corporation duly organized,validly existing and in good standing under the Laws of
the State of North Carolina and has all requisite corporate power and authority to own, operate or
lease the properties and assets now owned, operated or leased by it and to carry on its business as
it has been and is currently conducted. Section 3.02 of the Disclosure Schedules sets forth each
jurisdiction in which each Company is licensed or qualified to do business, and each Company is
duly licensed or qualified to do business and is in good standing in each jurisdiction in which the
Page 12

properties owned or leased by it or the operation of its business as currently conducted makes such
licensing or qualification necessary. Complete and correct copies of the Organizational Documents
(including all modifications and amendments thereto) of each Company have been delivered to
Buyer.
(b) Coble's has all requisite limited liability company power and authority to execute,
deliver and perform its obligations under this Agreement and each of the Ancillary Documents to
which it is or is specified be a party. Sandrock has all requisite corporate power and authority to
execute, deliver and perform its obligations under this Agreement and each of the Ancillary
Documents to which it is or is specified to be a party.The execution and delivery of this Agreement
and each of the Ancillary Documents to which a Company is or is specified to be a party, the
performance by such Company of its obligations hereunder and thereunder and the consummation
by such Company of the transactions contemplated hereby and thereby have been duly authorized,
and no other proceeding on the part of such Company is necessary. This Agreement has been duly
executed and delivered by each Company, and (assuming due authorization, execution, and
delivery by each other party hereto)this Agreement constitutes a legal,valid and binding obligation
of each Company enforceable against each Company in accordance with its terms, except as
enforcement may be limited by applicable bankruptcy,insolvency,reorganization,moratorium and
other similar Laws affecting the rights of creditors generally, and the availability of equitable
remedies. When each Ancillary Document to which a Company is or is specified to be a party has
been or will be duly executed and delivered by such Company (assuming due authorization,
execution, and delivery by each other party thereto), such Ancillary Document will constitute a
legal and binding obligation of such Seller enforceable against such Company in accordance with
its terms, except as enforcement may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium and other similar Laws affecting the rights of creditors generally, and
the availability of equitable remedies.
Section 3.03 Capitalization.
(a) Sellers are the record owner of and have good and valid title to the Shares and all
of the issued and outstanding Membership Interests,in each case in the respective amounts set forth
on Section 3.03(a) of the Disclosure Schedules, free and clear of all Encumbrances. The Shares
constitute 100% of the total issued and outstanding shares of capital stock in Sandrock. The
Membership Interests constitute 100%of the total issued and outstanding membership interests in
Coble's. The Shares and the Membership Interests have been duly authorized and are validly
issued,fully-paid and non-assessable.Upon consummation of the transactions contemplated by this
Agreement, Buyer shall own all of the Shares and the Membership Interests, free and clear of all
Encumbrances.
(b) The Shares and the Membership Interests were issued in compliance with
applicable Laws. The Shares and the Membership Interests were not issued in violation of the
Organizational Documents of any Company or any other agreement, arrangement, or commitment
to which any Seller or any Company is a party and are not subject to or in violation of any
preemptive or similar rights of any Person.
(c) There are no outstanding or authorized options,warrants, convertible securities or
other rights, agreements, arrangements or commitments of any character relating to any shares of
capital stock or membership interests in any Company or obligating any Seller or any Company to
issue or sell any shares or membership interests (including the Shares and the Membership
Interests),or any other interest, in any Company. Other than the Organizational Documents,there
are no voting trusts, voting agreements, proxies or other agreements, commitments or
Page 13

understandings in effect with respect to the voting or transfer of any of the Shares or the
Membership Interests. No Company has any outstanding equity securities or other securities
directly or indirectly convertible into or exchangeable or exercisable for shares or membership
interests. Neither Company is subject to any obligation(contingent or otherwise) to repurchase or
otherwise acquire or retire any of its equity securities or any warrants, options or other rights to
acquire its shares or membership interests. There are no agreements containing profit participation
or phantom equity features with respect to a Company.
Section 3.04 No Subsidiaries. Neither Company owns or otherwise holds, directly or
indirectly,any stock,membership interest,partnership interest,joint venture interest or other equity interest
in any Person.
Section 3.05 No Conflicts; Consents. The execution,delivery and performance by each Seller
and Company of this Agreement and the Ancillary Documents to which such Seller and Company is or is
expected to be a party, and the consummation of the transactions contemplated hereby and thereby, do not
and will not: (a) conflict with or result in a violation or breach of, or default under, any provision of the
Organizational Documents of the Companies; (b) conflict with or result in a violation or breach of any
provision of any Permit (including, but not limited to, the Landfill Permit), Law or Governmental Order
applicable to any Seller or any Company; (c) except as set forth on Section 3.05(a) of the Disclosure
Schedules,require the consent,notice or other action by any Person under,conflict with,result in a violation
or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would
constitute a default under, result in the acceleration of or create in any party the right to accelerate,
terminate, modify or cancel any Contract to which any Seller or any Company is a party or by which any
Seller or any Company is bound or to which any of their respective properties and assets are subject
(including any Material Contract) or any Permit affecting the properties, assets or business of the
Companies; or (d) result in the creation or imposition of any Encumbrance other than Permitted
Encumbrances on the Shares,the Membership Interests or any properties or assets of the Companies.Except
as set forth on Section 3.05(b) of the Disclosure Schedules no consent, approval, Permit, Governmental
Order,declaration or filing with,or notice to,any Governmental Authority is required by or with respect to
any Seller or any Company in connection with the execution and delivery of this Agreement and the
Ancillary Documents and the consummation of the transactions contemplated hereby and thereby.
Section 3.06 Financial Statements. Complete copies of the Companies' unaudited, internally
prepared combined financial statements consisting of a combined balance sheet of the Companies(separate
statements for Coble's Sandrock, Inc. and Coble's, LLC) as of December 31 in each of the years 2019,
2020, 2021 and 2022 and the related statements of income, cash flow, retained earnings and shareholders'
members' equity for the years then ended (the "Annual Financial Statements"). The Companies'
internally prepared unaudited financial statements shall consist of the balance sheet of each Company as at
April 30,2023 and the related statements of profit and loss for each Company for the year then ended(the
"Unaudited Annual Financial Statements"), and internally prepared unaudited financial statements
consisting of the balance sheet of each Company as of April 30, 2023 and the related statements of profit
and loss for each Company for the period then ended(the "Interim Financial Statements" and together
with the Annual Financial Statements, the "Financial Statements") have been delivered to Buyer. The
Financial Statements have been prepared on a consistent basis throughout the periods involved, subject, in
the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of
which will not be materially adverse). The Unaudited Annual Financial Statements and the Interim
Financial Statements are based on the books and records of the Companies,and fairly present,in all material
respects, the financial condition of the Companies as of the respective dates they were prepared and the
results of the operations of the Companies for the periods indicated. The balance sheets of the Companies
as of December 31,2022,are collectively referred to herein as the"Balance Sheet"and the date thereof as
the "Balance Sheet Date" and the balance sheets of the Companies as of April 30, 2023, are collectively
Page 14

referred to herein as the "Interim Balance Sheet" and the date thereof as the "Interim Balance Sheet
Date."
Section 3.07 Undisclosed Liabilities. The Companies have no liabilities, obligations or
commitments of any nature whatsoever,asserted or unasserted,known or unknown,absolute or contingent,
accrued or unaccrued, matured or unmatured, or otherwise (collectively, "Liabilities"), except (a) those
which are adequately reflected and accrued for or reserved against in the Balance Sheet as of the Balance
Sheet Date, (b) those which have been incurred in the ordinary course of business consistent with past
practice since the Balance Sheet Date(none of which results from, arises out of,relates to, is in the nature
of,or was caused by any breach of contract,breach of warranty,tort,infringement or violation of Law),(c)
obligations not in default under Contracts to which a Company is a party(other than Liabilities relating to
any breach, or any fact or circumstance that, with notice, lapse of time or both, would result in a breach
thereof by the Company),and(d) as specifically set forth on Schedule 3.07 of the Disclosure Schedules.
Section 3.08 Absence of Certain Changes,Events, and Conditions.
(a) Since December 31, 2020 to the date of this Agreement, (i) the Companies have
conducted their business only in the ordinary course of business consistent with past practice and
(ii)there have not occurred any Material Adverse Effect.
(b) Except as set forth in Section 3.08(b)of the Disclosure Schedules,since December
31,2020,neither of the Companies has taken any of the following actions:
(i) increased (x) the compensation, pension, or other benefits payable, or to
become payable, to any of its current or former employees, officers, directors, managers,
executives or other service provider, or(y) any bonus payments or arrangements made to
or with any of them(other than pursuant to the terms of any existing Benefit Plan disclosed
to Buyer prior to the date hereof);
(ii) terminated the employment of any executive, officer, or other key
personnel or terminated the employment of any group of employees;
(iii) hired any executive, officer or other key employee with annual base
compensation in excess of-;
(iv) changed or granted any severance, retention, incentive, bonus, equity or
equity-based or other similar awards,or accelerated the funding,vesting or payment of any
compensation or benefit payable, or to become payable, to any of its current or former
employees, officers,directors,managers, executives or other service provider;
(v) established, adopted, amended or entered into any plan, policy or
arrangement for the current or future benefit of any current or former employee, officer,
director or service provider of the Company or any of its ERISA Affiliates that would be a
Benefit Plan if it were in existence as of the date hereof;
(vi) (x) commenced any Action, or (y) paid, discharged, settled, or satisfied
any Action;
(vii) merged, consolidated, amalgamated, liquidated, wound-up or dissolved
(or filed, or consented to file, any petition in bankruptcy);
Page 15

(viii) effected any recapitalization, reclassification, split or subdivision of any
equity interests of a Company or any other change in capitalization,including the issuance
of equity interests of a Company;
(ix) amended the Organizational Documents of any Company;
(x) entered into any Contract with any Affiliate of a Company or Sellers;
(xi) made or became legally committed to make any single capital expenditure
or any liabilities in respect thereof, or a series of related capital expenditures or any
liabilities in respect thereof,in excess of
(xii) made any capital investment in,any loan to or any acquisition of(or series
of related capital investments in, loans to, or acquisitions of)the equity interests or assets
of any Person (x) involving more than - or (y) outside the ordinary course of
business;
(xiii) made or changed any Tax election; amended any Tax Return previously
filed; entered into any agreement(including,without limitation,a closing agreement)with
respect to Taxes; surrendered any right to claim a refund of Taxes; consented to any
extension or waiver of the limitations period applicable to any Tax claim or assessment;
adopted or changed any accounting methods,practices or periods for Tax purposes;agreed
to or requested any Tax ruling; entered into any Tax sharing or similar agreement or
arrangement; engaged in any transaction giving rise to a deferred gain or loss; or settled
any Tax claim or assessment;
(xiv) any sale,lease,transfer or other disposition of,or any mortgage or pledge,
or imposition of any Encumbrance (other than Permitted Encumbrances) on, any material
assets of a Company;
(xv) made any change in any of the accounting practices or principles used by
it; or
(xvi) committed or agreed to do any of the foregoing.
Section 3.09 Material Contracts.
(a) Section 3.09(a) of the Disclosure Schedules lists each of the following Contracts
of the Companies (such Contracts, together with all Contracts concerning the occupancy,
management or operation of any Real Property(including without limitation,brokerage contracts)
listed or otherwise disclosed in Section 3.10(b) of the Disclosure Schedules and all Company IP
Agreements set forth in Section 3.12(b) of the Disclosure Schedules, being "Material
Contracts"):
(i) all Contracts that require a Company to pay, or entitle a Company to
receive,or could result in obligations of a Company in the amount of_or more;
(ii) all Contracts that require a Company to purchase its total requirements of
any product or service from a third party or that contain"take or pay"provisions;
Page 16

(iii) all Contracts that provide for the indemnification by a Company of any
Person or the assumption of any Tax,environmental or other Liability of any Person;
(iv) all Contracts that relate to the acquisition or disposition of any business,
of equity or assets of any other Person or any real property (whether by merger, sale of
stock or other equity interests, sale of assets or otherwise);
(v) all broker, distributor, dealer, manufacturer's representative, franchise,
agency, sales promotion,market research,marketing consulting and advertising Contracts
to which a Company is a party;
(vi) all employment agreements and Contracts with independent contractors or
consultants (or similar arrangements)to which any Company is a party;
(vii) all Contracts relating to Indebtedness (including, without limitation,
guarantees) of a Company;
(viii) all Contracts with any Governmental Authority to which a Company is a
party("Government Contracts");
(ix) all Contracts that limit or purport to limit the ability of a Company or any
of its respective present or future Affiliates to (A) compete in any line of business or with
any Person or in any geographic area or during any period of time or (B) solicit for
employment,hire or employ any Person;
(x) all Contracts to which a Company is a party that provide for any joint
venture, partnership or similar arrangement by a Company or the involves the sharing of
profits of any Person;
(xi) all Contracts between or among a Company on the one hand and any Seller
or any Affiliate of any Seller(other than the Companies)on the other hand;
(xii) all collective bargaining agreements or Contracts with any Union to which
a Company is a party;
(xiii) all Contracts to which a Company is a party that contain "most favored
nation"pricing or similar pricing terms or provisions regarding minimum volumes,volume
discounts or rebates;
(xiv) all current Contracts to which a Company is a party, together with any
related Contracts, provide for capital expenditures in excess of_ for any single
project or related series of projects; and
(xv) all Contracts to which a Company is a party not made in the ordinary
course of business consistent with past practice,or that are otherwise material.
(b) Neither Company is in material default of,nor has any event occurred which,with
the giving of notice or the passage of time or both would constitute a material default by the
Company party thereto of,or that would give rise to any right of notice,modification,acceleration,
payment, cancellation or termination of or by another party under, or in any manner release any
party thereto from any Liability under, any Material Contract and,to the Knowledge of Sellers,no
Page 17

other party is in default, and no event has occurred which,with the giving of notice or the passage
of time or both would constitute a default by any other party, or which would give rise to any right
of notice, modification, acceleration, payment, cancellation or termination of or by the Company
party thereto under, or in any manner release any party thereto from any obligation under, any
Material Contract.Each of the Material Contracts is in full force and effect,is valid and enforceable
in accordance with its terms,and is not subject to any claims,charges, set-offs or defenses.Neither
the Companies nor any Seller has been notified by any counterparty to any Material Contract that
such counterparty is terminating or intends to terminate or not renew such Material Contract.
Complete and correct copies of each Material Contract(including all modifications, amendments,
and supplements thereto and waivers thereunder)have been delivered to Buyer.
Section 3.10 Real Property.
(a) The Companies, and the Sellers with respect to the Seller Owned Real Property,
have good and valid (and, in the case of owned Real Property, good and marketable fee simple)
title to,or a valid leasehold or other insurable interest in, all Real Property.
(b) Section 3.10(b) of the Disclosure Schedules lists (i) the Alamance County Tax
Parcel Number and street address of each parcel of Real Property where applicable; (ii) if such
property is leased, subleased or licensed by a Company,the landlord under any lease, the licensor
under any license,the amount or rent or other compensation currently being paid for such property,
and a schedule of rent or compensation payable through the expiration of the term of any lease,
sublease or license,and the expiration of the term of such lease,sublease or license for each leased,
subleased or licensed property; and (iii)the current use of such property. With respect to owned
Real Property, Sellers have delivered or made available to Buyer true,complete and correct copies
of the deeds and other instruments (as recorded) by which the Companies or the Sellers, as
applicable, acquired such Real Property, and copies of all title insurance policies, opinions,
abstracts and surveys in the possession of Sellers or the Companies and relating to the Real
Property. With respect to leased or licensed Real Property,Sellers have delivered or made available
to Buyer true,complete and correct copies of any leases, licenses or other agreements affecting the
Real Property. No Company is a sublessor or grantor under any sublease or other instrument
granting to any other Person any right to the possession, lease, occupancy, or enjoyment of any
leased Real Property. The use and operation of the Real Property in the conduct of the Companies'
businesses does not violate in any material respect any Law, covenant, condition, restriction,
easement, license,Permit or agreement. No material improvements constituting a part of the Real
Property encroach on real property owned or leased by a Person other than the Companies. There
are no Actions pending nor, to Sellers' Knowledge, threatened against or affecting the Real
Property or any portion thereof or interest therein in the nature or in lieu of condemnation or
eminent domain proceedings.
(c) The Companies and the Sellers have performed all of their obligations under any
leases, subleases or license agreement with respect to the Real Property to date and, to Sellers'
Knowledge, there are no circumstances existing under which any Company may be deemed in
material default merely upon the service of notice or passage of time,or both.
(d) No Company,nor any Seller,has received written notice of the commencement of
any proceedings for taking by condemnation or eminent domain of any part of any owned Real
Property and,to Sellers' Knowledge,no such proceedings are contemplated.
(e) There are no unexercised options or rights of first refusal to purchase any owned
Real Property.
Page 18

(f) To Sellers' Knowledge,there are no material structural defects in,on,or about the
Real Property.
(g) Except for the matters covered by Section 5.07 or as otherwise set forth on Section
3.10(g) of the Disclosure Schedules, there are no contracts or agreements with respect to the
occupancy of any owned Real Property or any portion thereof by any third party which will be
binding on Buyer after the Closing.
Section 3.11 Condition and Sufficiency of Assets. The Companies own good and marketable
title to, or have the right to use pursuant to valid and enforceable leases, all of the assets used or held in
connection with the Business (the "Assets"), free and clear of any and all Encumbrances other than
Permitted Encumbrances. Except as set forth on Section 3.11 of the Disclosure Schedules, none of the
assets used in the Business are used or held by any Seller. The Assets are structurally sound, in good
operating condition and repair, ordinary wear and tear excepted, and adequate for the uses to which they
are being put, and none of the Assets is in need of maintenance or repairs except for ordinary, routine
maintenance and repairs that are not material in nature or cost. The Assets currently owned or leased by
the Companies are sufficient for the continued conduct of the Companies' businesses after the Closing in
substantially the same manner as conducted prior to the Closing and constitute all of the Assets necessary
to conduct the businesses of the Companies as currently conducted; provided, however, that Buyer
acknowledges that the Companies are engaged in operating a landfill, which requires the addition of real
property over time as existing permit capacity is used up.
Section 3.12 Intellectual Property.
(a) Section 3.12(a) of the Disclosure Schedules contains a correct, current, and
complete list of all Company IP Registrations. All required filings and fees related to the Company
IP Registrations have been timely filed with and paid to the relevant Governmental Authorities and
authorized registrars, and all Company IP Registrations are otherwise in good standing. All of the
current Company IP Registrations required to be set forth on Section 3.12(a) of the Disclosure
Schedules are valid,subsisting and enforceable in accordance with applicable law. No issuance or
registration obtained, and no application filed,by Company for any Intellectual Property has been
cancelled, abandoned, allowed to lapse or not renewed, except for Company IP Registrations
expiring at the end of their statutory term. No Company IP Registration has been or is subject to
any interference, derivation, reexamination (including ex parte reexamination, inter partes
reexamination,inter partes review,or post grant review),cancellation,or opposition or other action
in which the ownership,use, validity, scope or enforceability of such Company IP Registration is
being, has been or could reasonably be expected to be contested or challenged. All Company IP
Registrations are presently assigned to and registered and recorded in the name of the applicable
Company.
(b) Section 3.12(b) of the Disclosure Schedules contains a complete and correct list
of all material Intellectual Property that is not owned by any Company,but is used in connection
with the Business, except for off-the-shelf Software, including the applicable license agreement
pursuant to which such Intellectual Property is licensed. Each Company is in material compliance
with all Company IP Agreements. Each Company IP Agreement is valid and binding on the
applicable Company in accordance with its terms and is in full force and effect. To the Knowledge
of Sellers, neither the Company nor any other party thereto is, or is alleged to be, in breach of or
default under, or has provided or received any notice of breach of, default under, or intention to
terminate, any Company IP Agreement.
(c) The Company does not own any proprietary Software.
Page 19

(d) Section 3.12(d) of the Disclosure Schedules contains a true and complete list of
all material Intellectual Property that is not otherwise set forth on Sections 3.12(a) and 3.12(b) of
the Disclosure Schedules, including all material unregistered Trademarks included in the
Intellectual Property.
(e) The Companies are the sole and exclusive legal and beneficial,and with respect to
the Company IP Registrations, record, owners of all right, title and interest in and to, or are
otherwise authorized to use pursuant to a valid written Company IP Agreement, the Company
Intellectual Property in each case, free and clear of Encumbrances other than Permitted
Encumbrances. The Companies have the valid and enforceable right to use all other Intellectual
Property used or held for use in or necessary for the conduct of the Companies' businesses as
currently conducted, in each case, free and clear of Encumbrances other than Permitted
Encumbrances.
(f) Neither the execution, delivery or performance of this Agreement, nor the
consummation of the transactions contemplated hereunder,will result in the loss or impairment of
or payment of any additional amounts with respect to,nor require the consent of any other Person
in respect of, any Company's right to own or use any Company Intellectual Property or use any
Intellectual Property that is licensed from a third party.
(g) To the Knowledge of Sellers, the conduct of the Companies' businesses as
currently and formerly conducted,and the products,processes and services of the Companies,have
not infringed,misappropriated or otherwise violated the Intellectual Property or other rights of any
Person in any material respect. In the previous five(5)years,no Company has received any notice
or claim from any other Person alleging that a Company violates, infringes or misappropriates any
Intellectual Property of such other Person or challenging the right of a Company to own, use or
enforce any of the Company Intellectual Property. There are no current legal proceedings or threats
of legal proceedings in which a Company has alleged the violation, misappropriation or
infringement of any Company Intellectual Property by any other Person, and,to the Knowledge of
Sellers, there has been no violation, infringement or misappropriation by any other Person of the
Company Intellectual Property. None of the Business Intellectual Property is subject to any order
that restricts or otherwise prevents the use thereof by a Company.
(h) The computer hardware, servers, networks, platforms, peripherals, data
communication lines, and other information technology equipment and related systems that are
owned or used by the Companies("Company Systems")are reasonably sufficient for the needs of
the Companies' businesses as currently conducted. To Sellers' Knowledge, in the past five (5)
years, there has been no unauthorized access, use, intrusion, or breach of security, or failure,
breakdown, performance reduction, or other adverse event affecting any Company Systems, that
has caused or could reasonably be expected to cause any:(i)substantial disruption of or interruption
in or to the use of such Company Systems or the conduct of the Companies'business; (ii)material
loss,destruction,damage,or harm of or to the Companies or its operations,personnel,property,or
other assets;or(iii)material liability of any kind to the Companies.
(i) Each Company has taken reasonable steps in accordance with normal industry
practice to (i) maintain the confidentiality of all Intellectual Property in its possession or that is
otherwise material to the Business (ii) prevent the unauthorized access or use of the Company
Systems; and(iii) maintain the integrity, security and performance of the Company Systems. The
Companies are in compliance, in all material respects, with all laws relating to privacy, data
protection and the collection and use of personal information, health related information and user
information gathered or accessed in the course of the operations of the Business. To the Knowledge
Page 20

of Sellers, there has been no unauthorized access to, or other misuse, of such information. The
consummation of the transactions contemplated herein will not result in the violation or breach of
any of the Companies' obligations with respect to the collection and use of any personal
information or any law or contract relating thereto.
Section 3.13 Inventory. The Companies do not own or hold any inventory in the ordinary
course of business.
Section 3.14 Accounts Receivable; Accounts Payable.
(a) Except as set forth on Section 3.14(a) of the Disclosure Schedules, the accounts
receivable reflected on the Interim Balance Sheet and the accounts receivable arising after the date
thereof(i)have arisen from bona fide transactions entered into by the Companies involving the sale
of goods or the rendering of services in the ordinary course of business consistent with past practice;
(ii) constitute only valid, undisputed claims of the Companies not subject to claims of set-off or
other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of
business consistent with past practice; and (iii) subject to a reserve for bad debts shown on the
Interim Balance Sheet or,with respect to accounts receivable arising after the Interim Balance Sheet
Date, on the accounting records of the Companies are,to Sellers' Knowledge,collectible in full in
the ordinary course of business.
(b) Except as set forth on Section 3.14(b)(i)of the Disclosure Schedules,there are no
accounts payable of the Companies (i) for purchases in material excess of usual requirements, (ii)
that did not arise in the ordinary course of business, or(iii)that are past due.All accounts payable
of the Companies are appropriately reserved for and recorded in accordance with the cash method
of accounting and reflected in the Financial Statements. Section 3.14(b)(ii) of the Disclosure
Schedules sets forth an accurate and complete breakdown of all amounts (including any
Indebtedness) owed by a Company to a Seller or any Affiliate, director, officer, employee or
manager of the Companies and, to the Knowledge of Sellers, any such Person's Family
(collectively, "Insider Receivables") as of the date hereof. All of the Insider Receivables will be
paid in full as of the Closing.
Section 3.15 Customers and Suppliers.
(a) Section 3.15(a) of the Disclosure Schedules sets forth (i) each customer who has
paid aggregate consideration to a Company for goods or services rendered in an amount greater
than or equal to - for each of the two (2) most recent fiscal years (collectively, the
"Material Customers"); and (ii) the amount of consideration paid by each Material Customer
during such periods. Since December 31, 2020,none of the Material Customers has cancelled, or
otherwise modified in any manner that is materially adverse to a Company, its business or
relationship with a Company or has indicated its intent to cancel or materially reduce its business
with a Company or otherwise materially change the terms on which it purchases such goods and/or
services with a Company.Neither Company is in default of any obligations to any of the Material
Customers and none of the Material Customers is in default of any payment obligations to a
Company.
(b) Section 3.15(b) of the Disclosure Schedules sets forth(i) each vendor to whom a
Company has paid consideration for goods or services rendered in an amount greater than or equal
to - for each of the two (2) most recent fiscal years (collectively, the "Material
Suppliers"); and (ii) the amount of purchases from each Material Supplier during such periods.
Since December 31, 2021, none of the Material Suppliers has cancelled, or otherwise modified in
Page 21

any manner that is materially adverse to a Company, its business or relationship with a Company
or has indicated its intent to cancel or materially reduce its business with a Company or otherwise
materially change the terms on which it sells such goods and/or services to the Company. Neither
Company is in default of any obligations to any of the Material Suppliers and none of the Material
Suppliers is in default of any payment obligations to a Company.
Section 3.16 Insurance. Section 3.16 of the Disclosure Schedules sets forth a true and
complete list of all current policies or binders of fire,liability,product liability,umbrella liability,real and
personal property, workers' compensation, vehicular, directors' and officers' liability, fiduciary liability
and other casualty and property insurance maintained by a Company or its Affiliates (including the
Companies) and relating to the assets, business, operations, employees, officers and managers of the
Companies (collectively, the "Insurance Policies") and their respective termination dates. True and
complete copies of the Insurance Policies have been made available to Buyer. The Insurance Policies are
in full force and effect and shall remain in full force and effect following the consummation of the
transactions contemplated by this Agreement. Neither Sellers nor any of their Affiliates (including the
Companies) have received any written notice of cancellation of, premium increase with respect to, or
alteration of coverage under, any of the Insurance Policies. All premiums due on the Insurance Policies
have either been paid or, if due and payable prior to the Closing, will be paid prior to the Closing in
accordance with the payment terms of each Insurance Policy. During the past five (5)years, no Company
has refused any insurance by, nor has its coverage been limited by, any insurance carrier with which such
Company has carried insurance or any other insurance carrier to which such Company has applied for
insurance. During the past five(5)years,no claim has been made by a Company or any other Person under
any insurance policies of a Company. The Insurance Policies do not provide for any retrospective premium
adjustment or other experience-based liability on the part of the Companies. All the Insurance Policies(a)
are valid and binding in accordance with their terms; (b) are provided by carriers who are financially
solvent; and(c)have not been subject to any lapse in coverage. Except as set forth on Section 3.16 of the
Disclosure Schedules,there are no claims related to the business of the Companies pending under any such
Insurance Policies as to which coverage has been questioned, denied or disputed or in respect of which
there is an outstanding reservation of rights. No Seller nor any of their Affiliates(including the Companies)
is in default under,or has otherwise failed to comply with any provision contained in any Insurance Policy.
The Insurance Policies are of the type and in the amounts customarily carried by Persons conducting a
business similar to the Companies and are sufficient for compliance with all applicable Laws and Contracts
to which the Companies is a party or by which it is bound.
Section 3.17 Legal Proceedings; Governmental Orders.
(a) Except as set forth in Section 3.17(a)(i) of the Disclosure Schedules,there are no
Actions pending or, to Sellers' Knowledge, threatened against or by any Company or any of their
current or former officers, directors or employees related to the Companies or their operations or
any Seller or Affiliate thereof(a)affecting any of the properties or assets of a Company; or(b)that
challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this
Agreement or that would be reasonably likely to affect any Company or any of their properties or
assets. Set forth on Section 3.17(a)(ii) of the Disclosure Schedule is a correct and complete list
and description of all Actions made, filed or otherwise initiated in connection with any Company
(whether by or against any Company or any current or former officer, director or employee of a
Company) and resolved in the past three (3)years. No Seller has received notice of any event or
circumstance that exists that may give rise to, or serve as a basis for, any such Action. To Sellers'
Knowledge,no event has occurred or circumstances exist that may give rise to or serve as a basis
for,any such Action.
Page 22

(b) Except as set forth in Section 3.17(b) of the Disclosure Schedules, there are no
outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or
affecting any Company or any of their properties or assets. Each Company is in compliance with
the terms of each Governmental Order,as applicable,set forth in Section 3.17(b)of the Disclosure
Schedules. No event has occurred or circumstances exist that may constitute or result in(with or
without notice or lapse of time)a violation of any such Governmental Order.
Section 3.18 Compliance With Laws; Permits.
(a) Each Company has complied, and is now complying, in all material respects with
all Laws applicable to it or its business,properties or assets.Neither the Companies nor any Seller
has received written notice during the past five(5)years of a violation of any Law.
(b) All Permits required for the Companies to currently conduct their businesses,
including but not limited to,the Landfill Permit, have been obtained by it and are valid and in full
force and effect. All fees and charges with respect to such Permits as of the date hereof have been
paid in full. Section 3.18(b) of the Disclosure Schedules lists all current Permits issued to any
Company,including the names of the Permits and their respective dates of issuance and expiration,
complete and correct copies of which have previously been delivered to Buyer. To Sellers'
Knowledge, no event has occurred that, with or without notice or lapse of time or both, would
reasonably be expected to result in the revocation,suspension,lapse or limitation of any Permit set
forth in Section 3.18(b) of the Disclosure Schedules. The Company is and has been in compliance
with the Permits set forth in Section 3.18(b) of the Disclosure Schedules in all material respects,
all of which are in full force and effect, and no Company or any Seller has received any written
notice to the contrary.
Section 3.19 Environmental Matters.
(a) Except as set forth in Section 3.19(a)of the Disclosure Schedules,each Company
is currently and has been in compliance with all Environmental Laws. Except as set forth in Section
3.19(a) of the Disclosure Schedules, each Seller has not received from any Person any: (i)
Environmental Notice or Environmental Claim; or(ii)written request for information pursuant to
Environmental Law,which,in each case, either remains pending or unresolved,or is the source of
ongoing obligations or requirements as of the Closing Date.
(b) Each Company has obtained and is in material compliance with all Environmental
Permits (each of which is disclosed in Section 3.19(b) of the Disclosure Schedules)necessary for
the ownership, lease, operation or use of the business or assets of such Company and all such
Environmental Permits are in full force and effect and shall be maintained in full force and effect
by such Company through the Closing Date in accordance with Environmental Law, and neither
Sellers nor the Companies are aware of any condition,event or circumstance that might prevent or
impede, after the Closing Date, the ownership, lease, operation or use of the business or assets of
the Companies as currently carried out. With respect to any such Environmental Permits, Sellers
have undertaken, or will undertake prior to the Closing Date, all measures necessary to facilitate
transferability of the same,and neither the Companies nor Sellers are aware of any condition,event
or circumstance that might prevent or impede the transferability of the same,nor have they received
any Environmental Notice or written communication regarding any material adverse change in the
status or terms and conditions of the same.
Page 23

(c) No real property currently or formerly owned,operated or leased by the Companies
is listed on, or has been proposed for listing on, the National Priorities List (or CERCLIS) under
CERCLA, or any similar state list.
(d) There has been no Release of Hazardous Materials in contravention of
Environmental Law with respect to the business or assets of the Companies or any real property
currently or formerly owned, operated or leased by the Companies. Except as set forth in Section
3.19(d) of the Disclosure Schedules, neither the Companies nor Sellers have received an
Environmental Notice that any Hazardous Materials are present at, on or under any real property
currently or formerly owned, operated or leased in connection with the business of the Companies
(including soils,groundwater,surface water,buildings and other structure located on any such real
property)in concentrations,amounts or circumstances which could reasonably be expected to result
in an Environmental Claim against, or a violation of Environmental Law or term of any
Environmental Permit by, Sellers or the Companies.
(e) Section 3.19(e) of the Disclosure Schedules contains a complete and accurate list
of all active or abandoned aboveground or underground storage tanks owned or operated by the
Companies.
(f) Section 3.19(0 of the Disclosure Schedules contains a complete and accurate list
of all off-site Hazardous Materials treatment, storage,or disposal facilities or locations used by the
Companies or Sellers and any predecessors as to which the Companies or Sellers may retain
liability,and none of these facilities or locations has been placed or proposed for placement on the
National Priorities List(or CERCLIS)under CERCLA,or any similar state list,and neither Sellers
nor the Companies have received any Environmental Notice regarding potential liabilities with
respect to such off-site Hazardous Materials treatment, storage, or disposal facilities or locations
used by the Companies or Sellers.
(g) Neither Sellers nor the Companies have retained or assumed, by contract or
operation of Law, any liabilities or obligations of third parties under Environmental Law.
(h) Sellers have provided or otherwise made available to Buyer and listed in Section
3.19(h)of the Disclosure Schedules: (i)any and all environmental reports, studies,audits,records,
sampling data, site assessments, risk assessments, economic models and other similar documents
with respect to the business or assets of the Companies or any currently or formerly owned,
operated or leased real property which are in the possession or control of Sellers or the Companies
related to compliance with Environmental Laws, Environmental Claims or an Environmental
Notice or the Release of Hazardous Materials; and(ii)any and all material documents concerning
planned or anticipated capital expenditures required to reduce, offset, limit or otherwise control
pollution and/or emissions, manage waste or otherwise ensure compliance with current or future
Environmental Laws (including, without limitation, costs of remediation, pollution control
equipment and operational changes).
(i) Neither Sellers nor the Companies are aware of or reasonably anticipates,as of the
Closing Date, any condition, event or circumstance concerning the Release or regulation of
Hazardous Materials that might, after the Closing Date,prevent,impede or materially increase the
costs associated with the ownership, lease, operation,performance or use of the business or assets
of the Companies as currently carried out.
(j) There are no Hazardous Materials on, in or under or which have migrated from
any owned Real Property(including,without limitation,soil,groundwater and surface water on,in
Page 24

or under any owned Real Property) in circumstances, amounts or concentrations requiring any
reporting, investigation, monitoring, cleanup, removal or remedial actions by any Company
pursuant to any Environmental Law.
(k) Sellers acknowledge that there has been no exceedance of any applicable
groundwater quality standards identified in the Environmental Reports(as defined in Section 4.06),
with the exception of certain metals (namely, cobalt, iron, manganese and mercury) identified in
the Environmental Reports.
(1) Notwithstanding the foregoing, or anything to the contrary in this Agreement, the
parties each acknowledge that land clearing and inert debris materials("LCID")were,prior to the
date hereof,disposed of on the Landfill Property and that such LCID will need to be removed from
the Landfill Property in order for the Company to remain in compliance with applicable
Environmental Law.Furthermore,the parties hereto agree that,to the extent in connection with the
removal of such LCID, any Release of Hazardous Materials or violation of applicable
Environmental Law is discovered that was the result of the operation of the Landfill prior to
Closing, Sellers shall indemnify and hold Buyer harmless from any Losses arising therefrom.
Section 3.20 Employee Benefit Matters.
(a) The Companies do not maintain,sponsor or contribute to(and have not previously
maintained, sponsored or contributed to) any Benefit Plan for the benefit of any current or former
employee, officer, manager, retiree, independent contractor or consultant of any Company or any
spouse or dependent of such individual,or under which any of the Companies or any of their ERISA
Affiliates has or may have any Liability, or with respect to which Buyer or any of its Affiliates
would reasonably be expected to have any Liability,contingent or otherwise.
(b) None of the Companies or any of their ERISA Affiliates have (i) incurred or
reasonably expects to incur,either directly or indirectly,any material Liability under Title I or Title
W of ERISA or related provisions of the Code or applicable local Law relating to employee benefit
plans; (ii) failed to timely pay premiums to the Pension Benefit Guaranty Corporation; (iii)
withdrawn from any Benefit Plan;(iv)engaged in any transaction which would give rise to liability
under Section 4069 or Section 4212(c) of ERISA; (v) incurred taxes under Section 4971 of the
Code; or(vi)participated in a multiple employer welfare arrangements(MEWAs).
(c) Neither the execution of this Agreement nor any of the transactions contemplated
by this Agreement will(either alone or upon the occurrence of any additional or subsequent events):
(i) entitle any current or former manager, officer, employee, independent contractor or consultant
of any Company to severance pay or any other payment;(ii)accelerate the time of payment,funding
or vesting, or increase the amount of compensation (including stock-based compensation) due to
any such individual; (iii) limit or restrict the right of the Companies to merge, amend or terminate
any Benefit Plan; (iv) increase the amount payable under or result in any other material obligation
pursuant to any Benefit Plan; (v) result in "excess parachute payments" within the meaning of
Section 280G(b) of the Code; or (vi) require a "gross-up" or other payment to any "disqualified
individual"within the meaning of Section 280G(c)of the Code.
(d) No Company has engaged in any prohibited transactions, as defined in Section
4975 of the Code or Section 406 of ERISA,with respect to any Benefit Plan or its related trust that
is an employee benefit plan as defined in Section 3(3) of ERISA. To Sellers' Knowledge, no
"fiduciary,"as defined in Section 3(21) of ERISA, of any Benefit Plan has any liability for breach
of fiduciary duty under ERISA.
Page 25

(e) No Company has, and has never had, any Controlled Affiliates, as defined in
Section 414(b)of the Code. Each Company and each Benefit Plan is in compliance,in all material
respects, with the Affordable Care Act (the "ACA"). All required taxes or penalties due and
payable under the ACA have been paid,and no excise tax or penalty under the ACA is outstanding,
has accrued,or will become due with respect to any period prior to the Closing. Except as set forth
in Schedule 4.12(k), each Company has selected a measurement period and stability period for
applicable full time employees covered under the ACA. All "group health plans," as defined in
Section 5000(b)(1)of the Code,covering the Companies' employees and their affiliates have been
maintained in timely compliance with the notice and healthcare continuation coverage requirements
of Section 4980B of the Code and Part 6 of Subtitle B of Title I of ERISA.
Section 3.21 Employment Matters.
(a) Section 3.21(a) of the Disclosure Schedules contains a list of all Persons who are
employees,independent contractors or consultants of any Company as of the date hereof,including
any employee who is on a leave of absence of any nature, paid or unpaid, authorized or
unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position
(including whether full-time or part-time); (iii) hire or retention date; (iv) current annual base
compensation rate or contract fee; (v) commission,bonus or other incentive-based compensation;
and(vi) a description of the fringe benefits provided to each such individual as of the date hereof.
As of the date hereof, all compensation, including wages, commissions, bonuses, fees and other
compensation, payable to all employees, independent contractors or consultants of any Company
required to be paid by any Company pursuant to any contract, understanding or wage-and-hour
Laws for services performed on or prior to the date hereof have been paid in full and there are no
outstanding agreements, understandings or commitments of the Companies with respect to any
compensation,commissions,bonuses or fees.
(b) No Company is, and no Company has been for the past five (5) years, a party to,
bound by,or negotiating any collective bargaining agreement or other Contract with a union,works
council or labor organization(collectively,"Union"),and there is not,and has not been for the past
five (5) years, any Union representing or purporting to represent any employee of any Company,
and,to Sellers' Knowledge, no Union or group of employees is seeking or has sought to organize
employees for the purpose of collective bargaining. There has never been,nor has there been any
threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or
other similar labor disruption or dispute affecting the Companies or any of its employees. No
Company has a duty to bargain with any Union.
(c) The Companies are and have been in material compliance with all applicable Laws
pertaining to employment and employment practices,including all Laws relating to labor relations,
equal employment opportunities, fair employment practices, employment discrimination,
harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration,
wages,hours,overtime compensation,child labor,hiring,promotion and termination of employees,
working conditions, meal and break periods, privacy, health and safety, workers' compensation,
leaves of absence,paid sick leave and unemployment insurance. All individuals characterized and
treated by the Companies as independent contractors or consultants are properly characterized and
treated as independent contractors under all applicable Laws. All employees of the Companies
classified as exempt under the Fair Labor Standards Act and state and local wage and hour Laws
are properly classified in all material respects. The Companies are in compliance with and have
complied with all immigration Laws, including Form I-9 requirements and any applicable
mandatory E-Verify obligations. There are no Actions against the Companies pending, or to
Sellers' Knowledge, threatened to be brought or filed,by or with any Governmental Authority or
Page 26

arbitrator in connection with the employment of any current or former applicant, employee,
consultant, volunteer, intern or independent contractor of the Companies, including, without
limitation, any charge, investigation or claim relating to unfair labor practices, equal employment
opportunities, fair employment practices, employment discrimination, harassment, retaliation,
reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime
compensation, employee classification, child labor, hiring, promotion and termination of
employees, working conditions, meal and break periods, privacy, health and safety, workers
compensation, leaves of absence, paid sick leave, unemployment insurance or any other
employment related matter arising under applicable Laws.
(d) Each Company has, to the extent applicable, complied with the WARN Act each
has no plans to undertake any action in the future that would trigger the WARN Act.
(e) Except as set forth in Section 3.21(e)of the Disclosure Schedules,no Company is
a party to any Government Contract. No Company has been debarred, suspended or otherwise
made ineligible from doing business with the United States government or any government
contractor. The Companies are in compliance with and have complied with all immigration Laws,
including mandatory E-Verify obligations.
Section 3.22 Taxes. To the knowledge and belief of the Sellers(for the three(3)calendar years
ending prior to the Closing Date with respect to (a)-(d) below), except as set forth in Section 3.22 of the
Disclosure Schedules:
(a) All Tax Returns required to be filed on or before the Closing Date by the
Companies have been, or will be, timely filed. Such Tax Returns are, or will be, true, complete
and correct in all material respects. All Taxes due and owing by the Companies (whether or not
shown on any Tax Return)have been, or will be,timely paid.
(b) The Companies have withheld and paid each Tax required to have been withheld
and paid in connection with amounts paid or owing to any employee, independent contractor,
creditor,customer,member or other party,and complied with all information reporting and backup
withholding provisions of applicable Law.
(c) No claim has been made by any taxing authority in any jurisdiction where the
Companies does not file Tax Returns that it is, or may be, subject to Tax by that jurisdiction.
(d) No extensions or waivers of statutes of limitations have been given or requested
with respect to any Taxes of the Companies.
(e) Companies(either"S Corporation"election or"LLC"pass through)do not accrue
taxes on Companies Balance Sheets.
(f) Section 3.22(0 of the Disclosure Schedules sets forth:
(i) the taxable years of the Companies as to which the applicable statutes of
limitations on the assessment and collection of Taxes have not expired;
(ii) those years for which examinations by the taxing authorities have been
completed; and
Page 27

(iii) those taxable years for which examinations by taxing authorities are
presently being conducted.
(g) All deficiencies asserted, or assessments made, against the Companies as a result
of any examinations by any taxing authority have been fully paid.
(h) No Company is a party to any Action by any taxing authority. To the Sellers'
knowledge and belief,there are no pending or threatened Actions by any taxing authority.
(i) Sellers have delivered to Buyer copies of all federal, state, local, and foreign
income, franchise and similar Tax Returns, examination reports, and statements of deficiencies
assessed against, or agreed to by, the Companies for all Tax periods ending after December 31,
2014.
(j) There are no Encumbrances for Taxes (other than for current Taxes not yet due
and payable)upon the assets of the Companies.
(k) No Company is a party to, or bound by, any Tax indemnity, Tax sharing or Tax
allocation agreement.
(1) No private letter rulings, technical advice memoranda or similar agreement or
rulings have been requested, entered into, or issued by any taxing authority with respect to any
Company.
(m) No Company has been a member of an affiliated, combined, consolidated or
unitary Tax group for Tax purposes. The Companies have no Liability for Taxes of any Person
(other than the Companies) under Treasury Regulations Section 1.1502-6 (or any corresponding
provision of state, local or foreign Law), as transferee or successor,by Contract or otherwise.
(n) For federal and applicable state and local income Tax purposes, Sandrock is and
always has been a validly electing"S corporation"within the meaning of Code Section 1361(a)(1).
For federal, state and local income Tax purposes,Coble's is and always has been a partnership.
(o) The Companies will not be required to include any item of income in, or exclude
any item or deduction from,taxable income for any taxable period or portion thereof ending after
the Closing Date as a result of:
(i) any change in a method of accounting under Section 481 of the Code (or
any comparable provision of state, local or foreign Tax Laws), or use of an improper
method of accounting, for a taxable period ending on or prior to the Closing Date;
(ii) an installment sale or open transaction occurring on or prior to the Closing
Date;
(iii) a prepaid amount received on or before the Closing Date;
(iv) any closing agreement under Section 7121 of the Code, or similar
provision of state, local or foreign Law; or
(v) any election under Section 108(i) of the Code(Cancellation of Debt).
Page 28

(p) No Company has incurred any liability for Taxes under Section 1374 of the Code,
and no Company will be liable for any Tax under Section 1374 of the Code (built-in gain tax) in
connection with the purchase of the Shares and the Membership Interests.
(q) No Seller is a"foreign person"as that term is used in Treasury Regulations Section
1.1445-2. No Company is, nor has any Company been, a United States real property holding
corporation(as defined in Section 897(c)(2) of the Code) during the applicable period specified in
Section 897(c)(1)(a)of the Code.
(r) No Company has been a "distributing corporation" or a "controlled corporation"
in connection with a distribution described in Section 355 of the Code.
(s) No Company is, and no Company has been, a party to, or a promoter of, a
"reportable transaction" within the meaning of Section 6707A(c)(1) of the Code and Treasury
Regulations Section 1.6011-4(b).
(t) There is currently no limitation on the utilization of net operating losses, capital
losses,built-in losses,tax credits or similar items of the Companies under Sections 269, 382, 383,
384 or 1502 of the Code and the Treasury Regulations thereunder (and comparable provisions of
state, local or foreign Law).
(u) No property owned by any Company is (i) required to be treated as being owned
by another Person pursuant to the so-called "safe harbor lease" provisions of former Section
168(f)(8) of the Internal Revenue Code of 1954, as amended, (ii) subject to Section 168(g)(1)(A)
of the Code,or(iii)subject to a disqualified leaseback or long-term agreement as defined in Section
467 of the Code.
(v) No Company has (i) claimed any"employee retention credit"pursuant to Section
2301 of the CARES Act,or(ii)made an election to defer the payment of any Taxes under Section
2302 of the CARES Act or any similar election under state and local Tax Law,any executive order,
or any governmental program,and no Company is currently deferring or planning to defer any such
Taxes.
Section 3.23 Books and Records. The minute books of each Company have been made
available to Buyer, are complete and correct, and have been maintained in accordance with sound business
practices. The minute books of each Company contain accurate and complete records of all meetings,and
actions taken by written consent of, the members and the managers or directors and shareholders, as
applicable, and no meeting, or action taken by written consent, of any such members or managers or
directors and shareholders, as applicable,has been held for which minutes have not been prepared and are
not contained in such minute books. At the Closing,all of those books and records will be in the possession
of the Companies.
Section 3.24 Brokers. No broker, finder or investment banker is entitled to any brokerage,
finder's or other fee or commission in connection with the transactions contemplated by this Agreement or
any Ancillary Document based upon arrangements made by or on behalf of Sellers of the Companies.
Section 3.25 Certain Business Relationships with the Company. Except as disclosed on
Schedule 3.25, neither Sellers, nor their Affiliates, nor the officers, directors, managers, members or
employees of the Companies have been involved in any business arrangement or relationship with the
Companies, and neither Sellers, nor their Affiliates, nor the officers, directors, employees, members or
managers of the Companies own any asset, tangible or intangible, which is used in the business of the
Page 29

Companies. Neither the Companies nor their Affiliates, their respective officers, employees, members,
managers, directors nor any Seller nor any Affiliate of any of the foregoing own, or has owned, of record
or as a beneficial owner,an equity interest or any other financial or profit interest in any Person that has(a)
had business dealings or a material financial interest in any transaction with the Companies other than
business dealings or transactions disclosed in Schedule 3.25, each of which has been conducted in the
ordinary course of business with the Companies at prevailing market prices and on prevailing market terms
or (b) engaged in competition with the Companies with respect to any line of the products or services of
the Companies in any market presently served by the Companies. Neither Company is a party to any
Contract that obligates a Company to engage,at any time after the Closing,in any business arrangement or
relationship with Sellers,their Affiliates or the officers, directors,employees,members or managers of the
Companies.
Section 3.26 Absence of Questionable Payments. Neither the Companies nor any of their
managers,directors,officers,agents,employees or Affiliates or any other Persons acting on its behalf have,
in their capacity with or on behalf of either Company: (a)used or committed to use any corporate or other
funds for unlawful contributions, payments, gifts or entertainment, or made or committed to make any
unlawful expenditures relating to political activity to government officials or others or established or
maintained any unlawful or unrecorded funds; (b) accepted or received any unlawful contributions,
payments,expenditures or gifts;or(c)established or maintained any fund or asset that has not been recorded
in the books and records of the respective Company.
Section 3.27 Bank Accounts. Set forth on Section 3.27 of the Disclosure Schedules is a
complete and correct list of each bank or financial institution in which a Company has an account, safe
deposit box or lockbox, or maintains a banking, custodial, trading or similar relationship, the number of
each such account or box, and the names of all Persons authorized to draw thereon or to having signatory
power or access thereto.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants to Sellers,as follows:
Section 4.01 Organization and Authority of Buyer. Buyer is a limited liability company duly
organized and validly existing under the Laws of the State of North Carolina. Buyer has full limited liability
company power and authority to enter into this Agreement and the Ancillary Documents to which Buyer is
or is expected to be a party, to carry out its obligations hereunder and thereunder and to consummate the
transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and
any Ancillary Document to which Buyer is or is expected to be a party, the performance by Buyer of its
obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated
hereby and thereby have been duly authorized by all requisite limited liability company action on the part
of Buyer. This Agreement has been duly executed and delivered by Buyer, and (assuming due
authorization,execution,and delivery by each other party hereto)this Agreement constitutes a legal,valid,
and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except as
enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other
similar Laws affecting the rights of creditors generally, and the availability of equitable remedies. When
each Ancillary Document to which Buyer is or is expected to be a party has been duly executed and
delivered by Buyer(assuming due authorization, execution and delivery by each other party thereto), such
Ancillary Document will constitute a legal and binding obligation of Buyer enforceable against it in
accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium and other similar Laws affecting the rights of creditors generally, and the
availability of equitable remedies.
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Section 4.02 No Conflicts; Consents. The execution, delivery and performance by Buyer of
this Agreement and the Ancillary Documents to which it is or is expected to be a party, and the
consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with
or result in a violation or breach of, or default under, any provision of the Organizational Documents of
Buyer; or(b) conflict with or result in a violation or breach of any provision of any Law or Governmental
Order applicable to Buyer. Except as set forth on Section 4.02(a)of the Disclosure Schedules,no consent,
approval,Permit,Governmental Order,declaration or filing with,or notice to,any Governmental Authority
is required to be made or obtained by Buyer in connection with the execution and delivery of this Agreement
and the Ancillary Documents to which it is or is expected to be a party or the consummation of the
transactions contemplated hereby and thereby.
Section 4.03 Investment Purpose. Buyer is acquiring the Shares and the Membership Interests
solely for its own account for investment purposes and not with a view to, or for offer or sale in connection
with, any distribution thereof. Buyer acknowledges that the Shares and the Membership Interests are not
registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Shares
and the Membership Interests may not be transferred or sold except pursuant to the registration provisions
of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to
state securities laws and regulations, as applicable.
Section 4.04 Brokers. No broker, finder or investment banker is entitled to any brokerage,
finder's or other fee or commission in connection with the transactions contemplated by this Agreement or
any Ancillary Document based upon arrangements made by or on behalf of Buyer.
Section 4.05 Legal Proceedings. There are no Actions pending or, to Buyer's knowledge,
threatened against or by Buyer or any Affiliate of Buyer that challenge or seek to prevent, enjoin or
otherwise delay the transactions contemplated by this Agreement. To the knowledge of Buyer, no event
has occurred or circumstances exist that may give rise or serve as a basis for any such Action.
ARTICLE V
COVENANTS
Section 5.01 Waiver,Release and Discharge. Effective upon the Closing, each Seller,on his
or her own behalf and on behalf of his or her heirs, successors,trustees, executors, administrators, assigns
and any other Person that may claim by,through or under such Seller,hereby irrevocably waives,releases
and discharges the Company and each of its present and former managers, directors, officers, agents,
employees and representatives (collectively, the "Releasees") from any and all Liabilities arising prior to
the Closing to such Seller of any kind or nature whatsoever,whether as an equity holder,employee,officer,
manager or director of the Company or otherwise, including arising in connection with the negotiation or
execution of this Agreement and the Ancillary Documents or the consummation of the transactions
contemplated hereby and thereby, and such Seller covenants and agrees that such Seller shall not seek to
recover any amounts in connection therewith or thereunder from any Releasee.
Section 5.02 Confidentiality. From and after the Closing, Sellers shall, and shall cause their
Affiliates to, hold, and shall use its reasonable best efforts to cause its or their respective Representatives
to hold, in confidence any and all information,whether written or oral, concerning the Companies, except
to the extent that Sellers can show that such information (a) is generally available to and known by the
public through no fault of Sellers, any of their Affiliates or their respective Representatives; or (b) is
lawfully acquired by Sellers, any of their Affiliates or their respective Representatives from and after the
Closing from sources which are not prohibited from disclosing such information by a legal, contractual or
fiduciary obligation. If any Seller or any of any Sellers' Affiliates or their respective Representatives are
compelled to disclose any information by judicial or administrative process or by other requirements of
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Law, such Seller shall promptly notify Buyer in writing and shall disclose only that portion of such
information which such Seller is advised by its legal counsel in writing is legally required to be disclosed,
provided that upon Buyer's written request Sellers shall use reasonable best efforts to obtain an appropriate
protective order or other reasonable assurance that confidential treatment will be accorded such
information. The parties specifically acknowledge and agree that the remedy at law for any breach of the
foregoing will be inadequate and that Buyer, in addition to any other relief available to it, shall be entitled
to temporary and permanent injunctive relief without the necessity of proving actual damage or posting any
bond whatsoever.Each Seller hereby acknowledges receipt of the following notice required pursuant to 18
U.S.0 § 1833(b)(1): "An individual shall not be held criminally or civilly liable under any Federal or State
trade secret law for the disclosure of a trade secret that(A)is made(i) in confidence to a Federal, State, or
local government official, either directly or indirectly, or to an attorney; and(ii) solely for the purpose of
reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document
filed in a lawsuit or other proceeding, if such filing is made under seal."
Section 5.03 Restrictive Covenants.
(a) For a period of five (5) years commencing on the Closing Date (the "Restricted
Period"), Kent L. Coble and Brenda L. Coble, each a Seller, and each shall not permit any of his
or her Affiliates to, directly or indirectly, individually or as an investor, lender, owner,
securityholder, partner, member, director, manager, officer, employee, consultant, representative,
customer or agent of any other Person:
(i) invest in or receive any revenue or other compensation in connection with
any Person that conducts the Restricted Business or any portion thereof anywhere within
the Territory; or
(ii) engage or participate in, or provide services to or receive any
compensation or consideration in connection with, any business that is or may reasonably
be considered to be competitive with the Restricted Business or any portion thereof in the
Territory.
Notwithstanding the foregoing, Sellers may own, directly or indirectly, solely as an investment,
securities of any Person traded on any national securities exchange if Sellers,collectively, are not a
controlling Person of, or a member of a group which controls, such Person and do not, directly or
indirectly, collectively own two percent(2%)or more of any class of securities of such Person.
(b) Without limiting the generality of the provisions of Section 5.03(a) above, each
Seller hereby covenants and agrees that during the Restricted Period such Seller will not,nor will
such Seller permit any of his or her Affiliates to, directly or indirectly, solicit, or participate as
employee, agent, consultant, owner, lender, securityholder, director,manager,partner,member or
in any other individual or representative capacity in any business which solicits business related to
the Restricted Business from any Person that is or was a referral source,supplier,client or customer
of a Company during the one(1)year period preceding the Closing Date,or from any successor in
interest to any such Person,in any case for the purpose of securing business or contracts related to
the Restricted Business or any portion thereof.
(c) During the Restricted Period,no Seller shall directly or indirectly,employ,engage
or recruit, solicit, contact,hire or approach for employment or engagement any Person that serves
as an employee or consultant of a Company on the date hereof or has served as an employee or
consultant of a Company within the one (1) year immediately preceding the date hereof, or
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otherwise seek or attempt to influence or alter any such Person's relationship with Buyer or such
Company.
(d) No party to this Agreement shall directly or indirectly make any statement or any
other expressions (in writing, orally or otherwise) on television,radio, the internet or other media
or to any third party, including in communications with any customers, vendors, acquisition
prospects and employees,which are in any way disparaging of the other parties to this Agreement,
any Company or any of their respective Affiliates.Notwithstanding anything herein to the contrary,
no truthful statement made in connection with any requirement of Law, any legal proceeding or
any request or investigation by a Governmental Authority shall constitute a breach of this Section
5.03(d).
(e) Each party to this Agreement acknowledges that a breach or threatened breach of
this Section 5.03 would give rise to irreparable harm to the other parties hereto, as the case may
be, for which monetary damages would not be an adequate remedy, and hereby agrees that in the
event of a breach or a threatened breach by such party hereto any such obligations, the non-
breaching party shall, in addition to any and all other rights and remedies that may be available to
it in respect of such breach, be entitled to seek equitable relief, including a temporary restraining
order, an injunction, specific performance and any other relief that may be available from a court
of competent jurisdiction(without any requirement to post bond).
(f) Each Seller acknowledges that the restrictions contained in this Section 5.03 are
reasonable and necessary to protect the legitimate interests of Buyer and constitute a material
inducement to Buyer to enter into this Agreement and consummate the transactions contemplated
by this Agreement. In the event that any covenant contained in this Section 5.03 should ever be
adjudicated to exceed the time, geographic, product or service, or other limitations permitted by
applicable Law in any jurisdiction,then any court is expressly empowered to reform such covenant,
and such covenant shall be deemed reformed, in such jurisdiction to the maximum time,
geographic, product or service, or other limitations permitted by applicable Law. The covenants
contained in this Section 5.03 and each provision hereof are severable and distinct covenants and
provisions. The invalidity or unenforceability of any such covenant or provision as written shall
not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such
invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such
covenant or provision in any other jurisdiction.
Section 5.04 Books and Records.
(a) In order to facilitate the resolution of any claims made against or incurred by
Sellers prior to the Closing (as they relate to the Companies) other than claims made by Buyer
and/or its Affiliates against Sellers, for a period of six(6)years after the Closing,Buyer shall:
(i) retain the books and records (including personnel files) of the Companies
relating to periods prior to the Closing in a manner reasonably consistent with the prior
practices of the Companies; and
(ii) upon reasonable written notice, afford the Representatives of Sellers
reasonable access (including the right to make, at Sellers' expense, photocopies), during
normal business hours,to such books and records;
provided, however, that any books and records related to Tax matters shall be
retained pursuant to the periods set forth in Article VI;provided,further, that nothing
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herein shall require Buyer or any Company to provide access to, or to disclose any
information to,a Seller or any of its Representatives if such access or disclosure would,in
the determination of Buyer's legal counsel, (x) waive any legal privilege or (y) be in
violation of applicable Laws, obligation of confidentiality owing to a third-party or the
provisions of any Contract to which Buyer or a Company is a party. For the avoidance of
doubt, after the Closing, Buyer's and its Affiliates' obligation to provide a Seller and/or
Seller Representative with information in connection with any dispute between the Buyer
and/or its Affiliates,on the one hand, and any Seller,on the other hand, shall be subject to
the applicable rules of discovery and not this Section 5.04.
(b) In order to facilitate the resolution of any claims made by or against or incurred by
Buyer or a Company after the Closing, or for any other reasonable purpose, for a period of six(6)
years following the Closing, Sellers shall:
(i) retain the books and records (including personnel files) of Sellers which
relate to the Companies and their operations for periods prior to the Closing; and
(ii) upon reasonable notice, afford the Representatives of Buyer or the
Companies reasonable access (including the right to make, at Buyer's expense,
photocopies), during normal business hours,to such books and records;
provided, however, that any books and records related to Tax matters shall be
retained pursuant to the periods set forth in Article VI;provided,further, that nothing
herein shall require a Seller to provide access to, or to disclose any information to, Buyer
or any of its Representatives if such access or disclosure would, in the determination of
such Sellers' legal counsel,(x)waive any legal privilege or(y)be in violation of applicable
Laws,obligation of confidentiality owing to a third-party or the provisions of any Contract
to which such Seller is a party. For the avoidance of doubt, after the Closing, Sellers' and
their Affiliates' obligation to provide Buyer with information in connection with any
dispute between Sellers and/or their Affiliates, on the one hand, and Buyer, on the other
hand, shall be subject to the applicable rules of discovery and not this Section 5.04.
Section 5.05 Public Announcements. Unless otherwise required by applicable Law (based
upon the reasonable written advice of external counsel) or otherwise agreed to by Buyer and Sellers in
writing, no party to this Agreement shall make any public announcements or filings in respect of this
Agreement or the transactions contemplated hereby or otherwise communicate with any news media
without the prior written consent of the other parties hereto (which consent shall not be unreasonably
withheld or delayed), and the parties shall cooperate as to the timing and contents of any such
announcement. Any press release or other announcement or notice regarding the transactions contemplated
by this Agreement shall be a joint press release mutually agreed to in writing by Buyer and Sellers.
Section 5.06 Further Assurances. Following the Closing, each of the parties hereto shall, and
shall cause their respective Affiliates to, execute and deliver such additional documents, instruments,
conveyances and assurances and take such further actions as may be reasonably required to carry out the
provisions hereof and give effect to the transactions contemplated by this Agreement.
Section 5.07 Moving of Residence/Rental Property Lease. Following the Closing:
(a) The dwelling house located at 5733 Foster Store Road(Alamance County Tax Parcel No.
104972), currently occupied by Sellers,may continue to be used by Sellers as their primary dwelling for a
period not to exceed seven (7) years from the Closing Date, subject to the terms of a lease acceptable to
Page 34

Buyer to be executed on the Closing Date(the"Sellers'Lease").Notwithstanding the foregoing,Buyer,at
buyer's discretion, can accelerate such seven (7) year period to an earlier date with six (6) month written
notice to the extent reasonably necessary for the operation of the business of Buyer with respect to the
Landfill Property.
(b) The dwelling house located at 5829 Foster Store Road(Alamance County Tax Parcel No.
104970, which parcel consists of approximately 14 acres) currently rented by Sellers to Drew Coble, a
grandson of Sellers, may continue to be occupied by Drew Coble as his primary residence without any
rental payment obligation,for a period not to exceed five(5)years,subject to the terms of a lease acceptable
to Buyer to be executed on the Closing Date (the "Drew Coble Lease"); provided Buyer may terminate
such lease prior to such five(5)year period with six(6)months written notice to the extent such occupancy
interferes with the operation of the business of Buyer with respect to the Landfill Property.
Section 5.08 Landfill Permit Financial Assurances. Buyer will ensure that the necessary
financial assurances required with respect to the Landfill Permit are in place within sixty (60) days of the
Closing such that each of(a)bond 50200016 issued by QBE Insurance Corporation on behalf of Sandrock
in favor of the North Carolina Division of Waste Management and (b) bond 50200017 issued by QBE
Insurance Corporation on behalf of Sandrock in favor of the North Carolina Division of Waste
Management,may be released.
ARTICLE VI
TAX MATTERS
Section 6.01 Tax Covenants.
(a) Other than in the ordinary course of business, and pursuant to notice by Sellers to
Buyer, Sellers (and, prior to the Closing, the Companies, its Affiliates and their respective
Representatives)shall not,to the extent it may affect,or relate to,the Companies,make,change or
rescind any Tax election, amend any Tax Return or take any position on any Tax Return,take any
action, omit to take any action or enter into any other transaction that would have the effect of
increasing the Tax liability or reducing any Tax asset of Buyer or the Companies in respect of any
Post-Closing Tax Period. Other than with respect to such actions taken in the ordinary course of
business,and pursuant to notice by Sellers to Buyer, Sellers agree that Buyer is to have no liability
for any Tax resulting from any such action of any Seller or the Companies, any of their Affiliates
or any of their respective Representatives, and agree to,jointly and severally, indemnify and hold
harmless Buyer(and, after the Closing Date,the Companies) against any such Tax or reduction of
any Tax asset.
(b) All transfer, documentary, sales, use, stamp, registration, value added and other
such Taxes and fees (including any penalties and interest) incurred in connection with this
Agreement and the Ancillary Documents (including any real property transfer Tax and any other
similar Tax)shall be borne and paid by Sellers when due. Sellers shall,at their own expense,timely
file any Tax Return or other document with respect to such Taxes or fees(and Buyer shall cooperate
with respect thereto as necessary).
(c) Buyer shall prepare, or cause to be prepared, all Tax Returns required to be filed
by the Companies after the Closing Date with respect to a Pre-Closing Tax Period. Any such Tax
Return shall be prepared in a manner consistent with past practice (unless otherwise required by
Law) and without a change of any election or any accounting method and shall be submitted by
Buyer to Sellers (together with schedules, statements and, to the extent requested by Sellers,
supporting documentation)at least forty-five(45)days prior to the due date(including extensions)
Page 35

of such Tax Return. If Sellers object to any item on any such Tax Return, it shall, within ten(10)
days after delivery of such Tax Return, notify Buyer in writing that it so objects, specifying with
particularity any such item and stating the specific factual or legal basis for any such objection. If
a notice of objection shall be duly delivered, Buyer and Sellers shall negotiate in good faith and
use their reasonable best efforts to resolve such items.If Buyer and Sellers are unable to reach such
agreement within ten (10) days after receipt by Buyer of such notice, the disputed items shall be
resolved by the Independent Accountant and any determination by the Independent Accountant
shall be final. The Independent Accountants shall resolve any disputed items within twenty (20)
days of having the item referred to it pursuant to such procedures as it may require. If the
Independent Accountant is unable to resolve any disputed items before the due date for such Tax
Return, the Tax Return shall be filed as prepared by Buyer and then amended to reflect the
Independent Accountant's resolution. The costs,fees and expenses of the Independent Accountants
shall be borne equally by Buyer and Sellers. The preparation and filing of any Tax Return of the
Companies that does not relate to a Pre-Closing Tax Period shall be exclusively within the control
of Buyer.
Section 6.02 Termination of Existing Tax Sharing Agreements. Any and all existing Tax
sharing agreements (whether written or not) binding upon any Company shall be terminated as of the
Closing Date. After such date, none of the Companies, Sellers nor any of Sellers' Affiliates and their
respective Representatives shall have any further rights or liabilities thereunder.
Section 6.03 Tax Indemnification. Except to the extent treated as a liability in the calculation
of working capital at the Closing, Sellers,jointly and severally, shall indemnify the Companies,Buyer,and
each Buyer Indemnitee and hold them harmless from and against(a) any Loss attributable to any material
breach of or inaccuracy in any representation or warranty made in Section 3.22; (b) any Loss attributable
to Sellers' breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or
obligation in Article VI;(c)all Taxes of the Companies or relating to the business of the Companies for all
Pre-Closing Tax Periods; (d) all Taxes of any Seller for any Tax period; (e)all Taxes of any member of an
affiliated, consolidated, combined or unitary group of which the Companies (or any predecessor of the
Companies) is or was a member on or prior to the Closing Date by reason of a liability under Treasury
Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and(f) any and
all Taxes of any person imposed on the Companies arising under the principles of transferee or successor
liability or by contract,relating to an event or transaction occurring before the Closing Date. In each of the
above cases,together with any out-of-pocket fees and expenses(including attorneys'and accountants'fees)
incurred in connection therewith. Sellers shall reimburse Buyer for any Taxes of any Company that are the
responsibility of Sellers pursuant to this Section 6.03 within twenty (20) Business Days after payment of
such Taxes by Buyer or such Company.
Section 6.04 Straddle Period. In the case of Taxes that are payable with respect to a taxable
period that begins before and ends after the Closing Date (each such period, a "Straddle Period"), the
portion of any such Taxes that are treated as Pre-Closing Taxes for purposes of this Agreement shall be:
(a) in the case of Taxes (i)based upon,or related to, income,receipts,profits,wages,
capital or net worth,(ii)imposed in connection with the sale,transfer or assignment of property,or
(iii) required to be withheld, deemed equal to the amount which would be payable if the taxable
year ended with the Closing Date which shall be determined by means of a deemed closing of the
books and records of the Companies as of the end of the Closing Date,which shall be determined
by means of a deemed closing of the books and records of the Companies as of the end of the
Closing Date; and
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(b) in the case of other Taxes, deemed to be the amount of such Taxes for the entire
period multiplied by a fraction the numerator of which is the number of days in the period ending
on the Closing Date and the denominator of which is the number of days in the entire period.
Section 6.05 338(h)(10)Election.
(a) Sellers and Sandrock shall join with Buyer in making a timely election under
Section 338(h)(10)of the Code(and any corresponding election under state,local and foreign Law)
with respect to Buyer's acquisition of the Shares hereunder (collectively, a "Section 338(h)(10)
Election"), provided Buyer shall reimburse to Sellers, Kent L. Coble and Brenda Coble, all tax
expenses and costs incurred in the difference between a stock purchase transaction for Sellers
Assets herein as compared to the Section 338(h)(10) treatment. It is agreed that the parties have
agreed upon the difference to be paid to the Sellers based upon Exhibit B and that such amount is
$250,016 and that such amount is included in the Enterprise Value figure set forth in Section 2.02.
(b) Sellers shall sign the agreed Form 8023 and cooperate with Buyer to take all
actions necessary or appropriate to effect and preserve a timely Section 338(h)(10) Election with
respect to Buyer's acquisition of the Shares, including participating in the Buyer's timely filing of
Internal Revenue Service Form 8023 and related or comparable forms for state local, or foreign
Law purposes(the"Section 338(h)(10)Forms").
Section 6.06 Intended Tax Treatment; Allocation of Purchase Price. Sellers and Buyer
agree, for all federal and, where applicable, state and local income Tax purposes, to treat(a)the purchase
of the Membership Interests by Buyer as an acquisition by Buyer of an undivided interest in the assets of
Coble's, and(b)the sale of the Membership Interests by Sellers to Buyer as a sale of Assets and not a sale
of membership interests (the "Intended Tax Treatment"). For purposes of allocating the purchase price
under Code Sections 338 and 1060 and determinations under Code Sections 751 and 743,the assets of the
Companies/Coble's shall be valued based on the methodologies and principles as shown on the allocation
schedule (the "Allocation Schedule") attached as Exhibit B hereto. Sellers and Buyer agree to file Form
8594 with the agreed asset allocations. None of Buyer, Sellers or any Company shall take a position on
any Tax Returns (including amended returns and claims for refund) and information reports, before any
Tax authority or in any judicial proceeding that is,in any manner,inconsistent with the Allocation Schedule,
the Intended Tax Treatment,the Section 338(h)(10)Election and the Section 338(h)(10)without the consent
of the others or unless specifically required pursuant to a determination by an applicable Tax authority
within the meaning of Section 1313 of the Code or similar provision of state and local income Tax Law.
Section 6.07 Contests. Buyer agrees to give prompt written notice to Sellers within three (3)
business days of the receipt of any written notice by the Companies, Buyer or any of Buyer's Affiliates
which involves the assertion of any claim, or the commencement of any Action, in respect of which an
indemnity may be sought by Buyer pursuant to this Article VI (a"Tax Claim"). Buyer shall control the
contest or resolution of any Tax Claim;provided,however,that Sellers shall be entitled to participate in the
defense of such claim and to employ counsel of its choice for such purpose,the fees and expenses of which
separate counsel shall be borne solely by Sellers.
Section 6.08 Cooperation and Exchange of Information. Sellers and Buyer shall provide
each other with such cooperation and information as either of them reasonably may request of the other in
filing any Tax Return pursuant to this Article VI or in connection with any audit or other proceeding in
respect of Taxes of the Companies. Such cooperation and information shall include providing copies of
relevant Tax Returns or portions thereof,together with accompanying schedules,related work papers and
documents relating to rulings or other determinations by Tax authorities. Each of Sellers and Buyer shall
retain all Tax Returns, schedules and work papers, records and other documents in its possession relating
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to Tax matters of the Companies for any taxable period beginning before the Closing Date until the
expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents
relate, without regard to extensions except to the extent notified by the other party in writing of such
extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns,
schedules and work papers, records and other documents in its possession relating to Tax matters of the
Companies for any taxable period beginning before the Closing Date, Sellers or Buyer(as the case may be)
shall provide the other party with reasonable written notice and offer the other party the opportunity to take
custody of such materials.
Section 6.09 Tax Treatment of Indemnification Payments. Any indemnification payments
pursuant to this Article VI shall be treated as an adjustment to the Purchase Price by the parties for Tax
purposes,unless otherwise required by Law.
Section 6.10 Survival. Notwithstanding anything in this Agreement to the contrary, the
provisions of Section 3.22 and this Article VI shall survive for the full period of all applicable statutes of
limitations (giving effect to any waiver,mitigation or extension thereof)plus sixty(60)days.
Section 6.11 Overlap. To the extent that any obligation or responsibility pursuant to Article
VIII may overlap with an obligation or responsibility pursuant to this Article VI, the provisions of this
Article VI shall govern.
ARTICLE VII
CLOSING DELIVERABLES
Section 7.01 Deliveries by Sellers and the Companies. At the Closing, Sellers and the
Companies shall deliver or cause to be delivered to Buyer(or,with respect to the items described in clause
(d)below,to Escrow Agent):
(a) all consents,approvals,orders or authorizations of,or registrations,declarations or
filings with, or notices to, any Governmental Authority or other Person, including in connection
with all Permits of the Business required in connection with the transactions contemplated by this
Agreement;
(b) a certificate executed and delivered by the Secretary or comparable representative
of each Company,attesting and certifying as to(i)the organizational documents of such Company,
which shall also be certified as of a recent date by the Secretary of State of such Company's
jurisdiction of organization and (ii) that a copy of the resolutions of such Company's board of
directors (or equivalent) authorizing such Company's execution and delivery of this Agreement
and any Ancillary Documents to which it is a party, the performance by such Company of its
obligations hereunder and thereunder and the consummation of the transactions contemplated
hereby and thereby,is attached thereto and that such resolutions were duly and validly adopted and
are in full force and effect as of the Closing Date;
(c) duly executed and delivered assignments of the Shares and Membership Interests
to Buyer in form and substance satisfactory to Buyer;
(d) duly executed transfer deeds with respect to the Seller Owned Real Property in
form and substance satisfactory to Buyer;
(e) duly executed Restrictive Covenant Agreements from Deanna Martin and Jenny
Gum;
Page 38

(f) a duly executed Drew Coble Lease and Sellers' Lease;
(g) resignations of the managers,directors and officers of the Companies,effective as
of the Closing,in form and substance satisfactory to Buyer;
(h) payoff letters for each instrument of Indebtedness from the obligees thereunder
setting forth the amounts necessary to pay off all Indebtedness under such instrument as of the
Closing Date along with the per diem interest amount with respect thereto and otherwise in form
and substance reasonably satisfactory to Buyer, and evidence reasonably satisfactory to Buyer of
the release of all Encumbrances other than Permitted Encumbrances held by such parties against
the property of the Companies;
(i) a certificate of existence(or its equivalent)issued not more than ten(10)days prior
to the Closing Date for each of the Companies from the secretary of state or similar Governmental
Authority of the jurisdiction under the Laws of which each Company is organized;
(j) with respect to each Company, a Letter of Good Standing issued by the North
Carolina Department of Revenue, dated within thirty(30)days of the Closing;
(k) the equity record book, minute book, equity ledgers and any comparable records
of the Companies;
(1) a duly executed Internal Revenue Service Form W-9 duly executed by each Seller;
and
(m) such other documents or instruments as Buyer reasonably requests and are
reasonably necessary to consummate the transactions contemplated by this Agreement.
All documents and instruments delivered to Buyer shall be in form and substance reasonably satisfactory
to Buyer.
Section 7.02 Deliveries by Buyer. At the Closing,Buyer shall deliver or cause to be delivered
to Sellers and the Companies:
(a) the Closing Payment in accordance with Section 2.03(a);
(b) duly executed Restrictive Covenant Agreements for Deanna Martin and Jenny
Gum;
(c) a duly executed Drew Coble Lease and Sellers' Lease; and
(d) such other documents or instruments as Sellers reasonably request and are
reasonably necessary to consummate the transactions contemplated by this Agreement.
All documents and instruments delivered to Sellers and the Companies shall be in form and substance
reasonably satisfactory to Sellers and the Companies.
ARTICLE VIII
INDEMNIFICATION
Page 39

Section 8.01 Survival. Subject to the limitations and other provisions of this Agreement, the
representations and warranties contained herein(other than any representations or warranties contained in
Section 3.22 which are subject to Article VI) shall survive the Closing and shall remain in full force and
effect until the date that is twenty-four(24)months from the Closing Date;provided,that the Fundamental
Representations shall survive the Closing and remain in full force and effect until the date that is seventy-
two(72)months from the Closing Date.All covenants and agreements of the parties contained herein(other
than any covenants or agreements contained in Article VI which are subject to Article VI) shall survive
the Closing indefinitely or for the period explicitly specified therein. Notwithstanding the foregoing, any
claims asserted in good faith with reasonable specificity(to the extent known at such time) and in writing
by notice from the non-breaching party to the breaching party prior to the expiration date of the applicable
survival period shall not thereafter be barred by the expiration of the relevant representation or warranty
and such claims shall survive until finally resolved.
Section 8.02 Indemnifcation by Sellers. Subject to the respective survival periods and other
terms and conditions of this Article VIII, Sellers,jointly and severally,shall indemnify and defend each of
Buyer and its Affiliates(including the Companies)and their respective equity holders,directors,managers,
officers,employees,agents and Representatives(collectively,the"Buyer Indemnitees")against,and shall
hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all
Losses incurred or sustained by, or imposed upon,the Buyer Indemnitees based upon, arising out of, with
respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Sellers
contained in this Agreement, any Ancillary Document or in any other certificate or instrument
delivered by or on behalf of any Seller pursuant to this Agreement(other than in respect of Section
3.22,it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be
pursuant to Article VI);
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be
performed by any Seller pursuant to this Agreement or any Ancillary Document (other than any
breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or
obligation in Article VI,it being understood that the sole remedy for any such breach,violation or
failure shall be pursuant to Article VI);
(c) any Transaction Expenses or Indebtedness of the Companies outstanding as of the
Closing to the extent not deducted from the Purchase Price in the determination of the Closing
Payment pursuant to Section 2.03(a);
(d) any indemnification obligation of the Companies as to any current or former
officer,director,manager,employee or equity owner of the Companies relating to acts or omissions
occurring within five (5) years prior to the Closing Date, whether under the formation, governing
or organizational documents of the Companies or otherwise;
(e) any claim of any current or former equity holder of the Company or transactions
between any Seller and any current or former equity holder of the Company;
(f) the Sandpit Real Estate or the business conducted thereon prior to the Closing by
the Company and/or Sellers;
(g) any Losses attributable to the operation of the business prior to the Effective Time
and
Page 40

(h) those items listed on Section 8.02(h) of the Disclosure Schedules.
Section 8.03 Indemnification By Buyer. Subject to the other terms and conditions of this
Article VIII, Buyer shall indemnify and defend Sellers and their Affiliates and their respective
Representatives(collectively,the"Seller Indemnitees")against,and shall hold each of them harmless from
and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or
imposed upon,the Seller Indemnitees based upon, arising out of,with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer
contained in this Agreement, any Ancillary Document or in any other certificate or instrument
delivered by or on behalf of Buyer pursuant to this Agreement;
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be
performed by Buyer pursuant to this Agreement or any Ancillary Document(other than any breach
or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in
Article VI, it being understood that the sole remedy for any such breach,violation or failure shall
be pursuant to Article VI); and
(c) any Losses attributable to the operation of the business following the Effective
Time.
Section 8.04 Certain Limitations. The indemnification provided for in Section 8.02 and
Section 8.03 shall be subject to the following limitations:
(a) Sellers shall not be liable to the Buyer Indemnitees for indemnification under
Section 8.02(a) until the aggregate amount of all Losses in respect of indemnification under
Section 8.02(a)exceeds-(the"Basket"),in which event Sellers shall be required to pay
or be liable for all Losses, including those below the amount of the Basket. In any event, the
aggregate amount of all Losses for which Sellers shall be liable pursuant to Section 8.02(a) shall
not exceed (the"Cap").
(b) Buyer shall not be liable to the Seller Indemnitees for indemnification under
Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under
Section 8.03(a) exceeds the Basket, in which event Buyer shall be required to pay or be liable for
all Losses,including those below the amount of the Basket.The aggregate amount of all Losses for
which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap.
(c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and
Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason
of any inaccuracy in or breach of any of the Fundamental Representations. No indemnification
payment made pursuant to this Article VIII arising out of any breach of any Fundamental
Representation shall be considered in determining whether the Basket or the Cap has been
exceeded.
(d) For purposes of determining (i) whether a breach of a representation or warranty
exists for purposes of Section 8.02 or Section 8.03, (ii) the amount of Losses arising from such a
breach for which the Buyer Indemnitees or the Seller Indemnitees are entitled to indemnification
under Section 8.02 or Section 8.03 and (iii) whether the Basket has been exceeded, each
representation and warranty contained in this Agreement, any Ancillary Document or in any other
certificate or instrument delivered pursuant to this Agreement would be read without giving effect
to any qualification that is based on materiality, including the words "Material Adverse Effect",
Page 41

"material", "material adverse effect", "in any material respect" and other uses of the word
"material" (and would be treated as if such words were deleted from such representation or
warranty).
(e) For the avoidance of doubt, the Basket and the Cap shall not apply to Losses in
respect of indemnification under Sections 8.02(b) through 8.02(h) and 8.03(b) and Losses in
respect of claims of fraud and no such Losses shall be considered in determining whether the Basket
or the Cap has been exceeded.
Section 8.05 Indemnification Procedures. The party making a claim under this Article VIII
is referred to as the"Indemnified Party," and the party against whom such claims are asserted under this
Article VIII is referred to as the"Indemnifying Party."
(a) Third Party Claims. If any Indemnified Party receives notice of the assertion or
commencement of any Action made or brought by any Person who is not a party to this Agreement
or an Affiliate of a party to this Agreement or a Representative of the foregoing (a"Third Party
Claim") against such Indemnified Party with respect to any matter which the Indemnifying Party
is obligated to provide indemnification under this Agreement,the Indemnified Party shall give the
Indemnifying Party reasonably prompt written notice thereof,but in any event not later than forty-
five (45) calendar days after receipt of such notice of such Third Party Claim. The failure to give
such prompt written notice shall not,however,relieve the Indemnifying Party of its indemnification
obligations, except and only to the extent that the Indemnifying Party was directly and materially
damaged. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable
detail, shall include copies of all material written evidence thereof and shall indicate the estimated
amount,if reasonably practicable,of the Loss that has been or may be sustained by the Indemnified
Party. Within thirty (30) days after receipt of the aforementioned notice, the Indemnifying Party
shall have the right to participate in,or by giving written notice to the Indemnified Party,to assume
the defense of any Third Party Claim at the Indemnifying Party's expense and by the Indemnifying
Party's own counsel, and the Indemnified Party shall cooperate in good faith in such defense;
provided,that if the Indemnifying Party is a Seller,such Indemnifying Party shall not have the right
to defend or direct the defense of any such Third Party Claim that(x) is asserted directly by or on
behalf of a Person that is a supplier or customer of a Company, (y) seeks a temporary restraining
order,a preliminary or permanent injunction,specific performance or other equitable relief against
the Indemnified Party or(z) involves criminal allegations;provided,further, that the Indemnified
Party shall have the right to approve the counsel chosen by the Indemnifying Party,which approval
shall not be unreasonably withheld or delayed. An Indemnifying Party's delivery of a notice to
assume any such defense shall constitute an acceptance of its obligation hereunder to indemnify
the Indemnified Party with respect to all Losses, if any, resulting from the subject Third Party
Claim. In the event that the Indemnifying Party assumes the defense of any Third Party Claim,
subject to Section 8.05(a), it shall conduct the defense in good faith at its expense and shall have
the right to consent to the entry of any judgment or compromise and settle the Third Party Claim
in good faith without prior consent of the Indemnified Party; provided, however, that no
Indemnifying Party shall consent to the entry of any judgment or compromise or enter into any
settlement without the prior written consent of the Indemnified Party if (A) such judgment or
settlement does not include as an unconditional term thereof the giving by each claimant or plaintiff
to each Indemnified Party of a full release from all Liability in respect to such Third Party Claim,
(B) such judgment or settlement would result in the finding or admission of any violation of Law,
(C)as a result of such judgment or settlement,injunctive or other equitable relief would be imposed
against any Indemnified Party or such judgment or settlement could reasonably be expected to
interfere with or adversely affect the business,operations or assets of the Indemnified Party,or(D)
such judgment or settlement imposes Liability on the part of the Indemnified Party which will not
Page 42

be fully satisfied by the Indemnifying Party. The Indemnified Party shall have the right at its
expense to participate in such defense assisted by counsel of its own choosing;provided,that if in
the reasonable opinion of counsel to the Indemnified Party,(1)there are legal defenses available to
an Indemnified Party that are different from or additional to those available to the Indemnifying
Party; or(2)there exists a conflict of interest between the Indemnifying Party and the Indemnified
Party that cannot be waived, the Indemnifying Party shall be liable for the reasonable fees and
expenses of counsel to the Indemnified Party in each jurisdiction for which the Indemnified Party
determines counsel is required. In the event that the Indemnifying Party shall fail to give notice of
its intent to assume the defense of any Third Party Claim within said thirty(30)day period or is not
entitled under this Section 8.05(a)to control the defense,the Indemnified Party may,but shall not
be obligated to, defend against such Third Party Claim in such manner as it may deem appropriate
and no action taken by the Indemnified Party in accordance with such defense shall relieve the
Indemnifying Party of its indemnification obligations herein provided with respect to any Losses
resulting therefrom. The Indemnified Party shall have the right to consent to the entry of any
judgment on or compromise and settle any Third Party Claim in good faith without the prior written
consent of the Indemnifying Party, unless, as a result of such compromise or settlement, the
Indemnifying Party would be subject to injunction or other equitable remedy.
(b) Direct Claims. Any Action by an Indemnified Party on account of a Loss which
does not result from a Third Party Claim (a"Direct Claim") shall be asserted by the Indemnified
Party giving the Indemnifying Party reasonably prompt written notice thereof,but in any event not
later than forty-five (45) days after the Indemnified Party becomes aware of such Direct Claim.
The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party
of its indemnification obligations, except and only to the extent that the Indemnifying Party was
directly and materially damaged by reason of such failure. Such notice by the Indemnified Party
shall describe the Direct Claim in reasonable detail, shall include copies of all material written
evidence thereof and shall indicate the estimated amount,if reasonably practicable,of the Loss that
has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty
(30) days after its receipt of such notice to respond in writing to such Direct Claim. The
Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate
the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent
any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the
Indemnifying Party's investigation by giving such information and assistance(including access to
the Companies'premises and personnel and the right to examine and copy any accounts,documents
or records) as the Indemnifying Party or any of its professional advisors may reasonably request.
If the Indemnifying Party does not so respond within such thirty(30)day period after written notice
received,the amount of claimed Losses shall be considered final and agreed to by the Indemnifying
Party.
(c) Tax Claims. Notwithstanding any other provision of this Agreement,the control
of any claim, assertion, event or proceeding in respect of Taxes of the Companies (including, but
not limited to,any such claim in respect of a breach of the representations and warranties in Section
3.22 hereof or any breach or violation of or failure to fully perform any covenant, agreement,
undertaking or obligation in Article VI) shall be governed exclusively by Article VI hereof.
Section 8.06 Payments.
(a) Once a Loss is agreed to by the Indemnifying Party or a final, non-appealable
adjudication (either, a "Final Determination") to be payable pursuant to this Article VIII, the
Indemnifying Party shall satisfy its obligations within fifteen (15) Business Days of such Final
Determination by wire transfer of immediately available funds.
Page 43

(b) Any Losses payable to a Buyer Indemnitee pursuant to this Article VIII shall be
satisfied jointly and severally by Sellers in cash or immediately available funds.
(c) The Indemnifying Party shall reimburse the Indemnified Party for any and all costs
or expenses of any nature or kind whatsoever (including reasonable legal fees and costs actually
incurred)in seeking to collect any claim not timely paid in accordance with Section 8.06(a)and no
limitation in this Article VIII shall apply to any such reimbursement. If any amount owed by
Sellers under this Article VIII is not paid by Sellers within fifteen(15)Business Days following a
Final Determination,then Buyer may,in its sole discretion,in addition to all other remedies it may
have,recover some or all of such amount by setting off such amount against any amounts due and
payable by Buyer or any of its Affiliates to Sellers.In each case,the exercise of such right shall not
constitute a breach of any Buyer Indemnified Party's obligations under this Agreement or any other
agreement with Sellers.Each Seller hereby irrevocably constitutes and appoints Buyer as his or her
true and lawful attorney-in-fact and agent with full power of substitution to do any and all things
and execute any and all documents that may be necessary to effectuate any cancellation of equity
interests or set off in accordance with this Section 8.06(c). The foregoing grant of authority is a
special power of attorney coupled with an interest and is irrevocable.
Section 8.07 Reserved.
Section 8.08 Effect of Investigation. The representations, warranties and covenants of the
Indemnifying Party, and the Indemnified Party's right to indemnification with respect thereto, shall not be
affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party
(including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its
Representatives knew or should have known that any such representation or warranty is, was or might be
inaccurate or by reason of the Indemnified Party's waiver of any condition set forth in Section 7.02 or
Section 7.03, as the case may be.
Section 8.09 Exclusive Remedies. Subject to Section 5.07 and Section 9.11, the parties
acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than
claims arising from fraud on the part of a party hereto in connection with the transactions contemplated by
this Agreement)for any breach of any representation,warranty,covenant,agreement or obligation set forth
herein or otherwise relating to the subject matter of this Agreement,shall be pursuant to the indemnification
provisions set forth in Article VI and this Article VIII.
ARTICLE IX
MISCELLANEOUS
Section 9.01 Expenses. Except as otherwise expressly provided herein,all costs and expenses,
including, without limitation, fees and disbursements of counsel, financial advisors and accountants,
incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the
party incurring such costs and expenses,whether or not the Closing shall have occurred.
Section 9.02 Notices. All notices, requests, instructions, demands, documents and other
communications to be given pursuant to this Agreement shall be in writing and shall be delivered personally
or sent by nationally recognized overnight courier or electronic mail to a party at the addresses set forth
below for such party or to such other address as the party to whom notice is to be given may have furnished
to the other parties 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 a nationally-recognized courier service that guarantees overnight delivery,on the Business Day
after the date when sent for overnight delivery, and(c) in the case of electronic mail delivery, on the date
Page 44

sent (or on the first Business Day following the date sent if the date sent is not a Business Day) if
confirmation of successful transmission is received:
If to Sellers(or the Companies prior to the Kent L. Coble
Closing): 5833 Foster Store Road
Liberty,NC 27298
Email: [e-mail]
with a copy to(which shall not constitute Frank A. Longest,Jr., Esquire
notice): Holt, Longest,Wall&Moseley,P.L.L.C.
3453 Forestdale Drive
Burlington,NC 27215
Email: [e-mail]
If to Buyer(or the Companies after the Meridian Waste North Carolina,LLC
Closing): 5925 Carnegie Boulevard, Suite 370
Charlotte,North Carolina 28209
Attention: Dave Lavender
Email: [e-mail]
with a copy to(which shall not constitute Troutman Pepper
notice): 301 South College Street, Suite 3400
Charlotte,North Carolina 28202
Attention: Todd Ransom
Email: [e-mail]
Section 9.03 Interpretation. For purposes of this Agreement, (a) the words "include,"
"includes"and"including"shall be deemed to be followed by the words"without limitation";(b)the word
"or"is not exclusive; (c)words in the singular shall be held to include the plural and vice versa and words
of one gender shall be held to include the other gender as the context requires and(d)the words "herein,"
"hereof," "hereby," "hereto" and "hereunder" refer to this Agreement as a whole. Unless the context
otherwise requires,references herein: (x)to Articles, Sections,Disclosure Schedules and Exhibits mean the
Articles and Sections of, and Disclosure Schedules and Exhibits attached to, this Agreement; (y) to an
agreement, instrument or other document means such agreement, instrument or other document as
amended, supplemented and modified from time to time to the extent permitted by the provisions thereof
and(z)to a statute means such statute as amended from time to time and includes any successor legislation
thereto and any regulations promulgated thereunder. This Agreement shall be construed without regard to
any presumption or rule requiring construction or interpretation against the party drafting an instrument or
causing any instrument to be drafted. The Disclosure Schedules and Exhibits referred to herein shall be
construed with, and as an integral part of, this Agreement to the same extent as if they were set forth
verbatim herein.
Section 9.04 Headings. The headings in this Agreement are for reference only and shall not
affect the interpretation of this Agreement.
Section 9.05 Severability. If any term or provision of this Agreement is invalid, illegal, or
unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other
term or provision of this Agreement or invalidate or render unenforceable such term or provision in any
other jurisdiction. Except as provided in Section 5.07(f), upon such determination that any term or other
Page 45

provision is invalid, illegal or unenforceable,the parties hereto shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable
manner in order that the transactions contemplated hereby be consummated as originally contemplated to
the greatest extent possible.
Section 9.06 Entire Agreement. This Agreement and the Ancillary Documents constitute the
sole and entire agreement of the parties to this Agreement with respect to the subject matter contained
herein and therein, and supersede all prior and contemporaneous understandings and agreements, both
written and oral, with respect to such subject matter. In the event of any inconsistency between the
statements in the body of this Agreement and those in the Ancillary Documents,the Exhibits and Disclosure
Schedules(other than an exception expressly set forth as such in the Disclosure Schedules),the statements
in the body of this Agreement will control.
Section 9.07 Successors and Assigns. This Agreement shall be binding upon and shall inure
to the benefit of the parties hereto and their respective successors and permitted assigns. Neither party may
assign its rights or obligations hereunder without the prior written consent of the other party,which consent
shall not be unreasonably withheld or delayed;provided, however, that prior to the Closing Date, Buyer
may,without the prior written consent of Sellers,assign all or any portion of its rights under this Agreement
to one or more of its direct or indirect wholly-owned subsidiaries;provided,further,that Buyer may assign
its right hereunder in connection with the sale of substantially all of the assets of Buyer in one transaction
or a series of related transactions. No assignment shall relieve the assigning party of any of its obligations
hereunder.
Section 9.08 No Third Party Beneficiaries. Except as provided in Section 6.03 and Article
VIII, this Agreement is for the sole benefit of the parties hereto and their respective successors and
permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other
Person or entity any legal or equitable right,benefit or remedy of any nature whatsoever under or by reason
of this Agreement.
Section 9.09 Amendment and Modification;Waiver. This Agreement may only be amended,
modified,or supplemented by an agreement in writing signed by each party hereto. No waiver by any party
of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the
party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure,
breach or default not expressly identified by such written waiver,whether of a similar or different character,
and whether occurring before or after that waiver. No failure to exercise,or delay in exercising,any right,
remedy,power or privilege arising from this Agreement shall operate or be construed as a waiver thereof;
nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any
other or further exercise thereof or the exercise of any other right,remedy,power, or privilege.
Section 9.10 Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.
(a) This Agreement shall be governed by and construed in accordance with the internal
Laws of the State of North Carolina without giving effect to any choice or conflict of Law provision
or rule(whether of the State of North Carolina or any other jurisdiction).
(b) ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR
BASED UPON THIS AGREEMENT, THE ANCILLARY DOCUMENTS OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY MAY BE INSTITUTED IN
THE FEDERAL COURTS FOR THE UNITED STATES OF AMERICA OR THE COURTS OF
THE STATE OF NORTH CAROLINA IN EACH CASE LOCATED IN GUILFORD COUNTY,
NORTH CAROLINA,AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE
Page 46

JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING.
SERVICE OF PROCESS, SUMMONS, NOTICE OR OTHER DOCUMENT BY MAIL TO
SUCH PARTY'S ADDRESS SET FORTH HEREIN SHALL BE EFFECTIVE SERVICE OF
PROCESS FOR ANY SUIT,ACTION OR OTHER PROCEEDING BROUGHT IN ANY SUCH
COURT. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY
OBJECTION TO THE LAYING OF VENUE OF ANY SUIT,ACTION OR ANY PROCEEDING
IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM
IN ANY SUCH COURT THAT ANY SUCH SUIT,ACTION OR PROCEEDING BROUGHT IN
ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
(c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY
CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE ANCILLARY
DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND,
THEREFORE,EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES
ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION
ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER ANCILLARY
DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT(W)NO
REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE
FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (X) SUCH PARTY HAS
CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (Y) SUCH PARTY MAKES THIS
WAIVER VOLUNTARILY,AND(Z)SUCH PARTY HAS BEEN INDUCED TO ENTER INTO
THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION 9.10(c).
(d) In the event any dispute is the subject of court ordered mediation,the parties hereby
agree that a single mediator that is acceptable to both parties shall be used to mediate the claim,
with the parties splitting the costs of such mediator. The mediator will be knowledgeable in the
subject matter of this Agreement, if possible, and chosen from lists furnished by the American
Arbitration Association or any other agreed upon mediator.
Section 9.11 Specific Performance. The parties agree that irreparable damage would occur if
any provision of this Agreement were not performed in accordance with the terms hereof and that the parties
shall be entitled to specific performance of the terms hereof, in addition to any other remedy to which they
are entitled at law or in equity.
Section 9.12 Counterparts. This Agreement may be executed in counterparts, each of which
shall be deemed an original,but all of which together shall be deemed to be one and the same agreement.
A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission
shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
[SIGNATURE PAGE FOLLOWS]
Page 47

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
written above.
BUYER:
MERIDIAN WASTE NORTH CAROLIN , LLC
By:
Name: Q 40'4 Ililkt\pc.Z,
Title: CO 0
COMPANIES:
COBLE'S SANDROCK, INC.
By:
Name:
Title:
COBLE'S, L.L.C.
By:
Name:
Title:
SELLERS:
By:
Name: Kent L. Coble
By:
Name: Brenda Lamm Coble
Signature Page to Share and Membership Interest Purchase Agreement

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
written above.
BUYER:
MERIDIAN WASTE NORTH CAROLINA, LLC
By:
Name:
Title:
COMPANIES: '
COBLE'S SANDROCK,INC.
By: 41' %
Name: Q L. Cd bl 2.
Title: Rie s e w
COBLE'S,L.L.C.
By: X `—
Name: K..6A- L. (—dale.
Title: VA goy,/
SELLERS:
By: / x
Name:. Kent L.Coble
By:
Name: Brenda Lamm Cob e
Signature Page to Share and Membership Interest Purchase Agreement

Exhibit A
Form of Restrictive Covenant Agreement
This RESTRICTIVE COVENANT AGREEMENT is dated as of September 1, 2023 (this
"Agreement"), by and between Meridian Waste North Carolina, LLC ("Meridian") and [ ] (the
"Restricted Party").
Reference is made herein to that certain Share and Membership Purchase Agreement dated as of
September 1, 2023, by and among Meridian, as purchaser, and Kent Coble, Brenda Coble (together with
Kent Coble, the "Sellers"), Coble's Sandrock, Inc. and Coble's, L.L.C. (together with Coble's Sandrock,
Inc., the "Company"), pursuant to which Meridian will acquire the ownership of the Company from the
Sellers (the "Purchase Agreement"). Capitalized terms used but not otherwise defined herein shall have
the meaning given to such terms under the Purchase Agreement.
The Restricted Party will benefit from the consummation of the transactions contemplated by the
Purchase Agreement and has,in consideration thereof, agreed to be bound by the terms of this Agreement.
Accordingly, for good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged,the parties hereto, intending to be legally bound,hereby agree as follows:
Section 1. Restrictive Covenants. The Restricted Party hereby acknowledges that(i) it has
reviewed the Purchase Agreement,and(ii)it will receive substantial benefit from the consummation of the
transactions contemplated thereby. Accordingly,the Restricted Party hereby agrees, during the Restricted
Period (as defined in the Purchase Agreement), to comply in all respects (to the same extent as if the
Restricted Party was a Seller under the Purchase Agreement)with the restrictions set forth in Section 5.03
of the Purchase Agreement.
Section 2. Amendments, Waivers and Consents. No amendment to or waiver of any
provision of this Agreement, and no consent to any departure by either party therefrom, shall be effective
unless in writing signed by Meridian, and each such amendment,waiver or consent shall be effective only
in the specific instance and for the specific purpose set forth in such written agreement.
Section 3. Governing Law Provisions.
(a) This Agreement shall be governed by and construed in accordance with
the internal Laws of the State of North Carolina without giving effect to any choice or
conflict of Law provision or rule (whether of the State of North Carolina or any other
jurisdiction).
(b) ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR
BASED UPON THIS AGREEMENT, THE ANCILLARY DOCUMENTS OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY MAY BE INSTITUTED IN
THE FEDERAL COURTS FOR THE UNITED STATES OF AMERICA OR THE COURTS OF
THE STATE OF NORTH CAROLINA IN EACH CASE LOCATED IN GUILFORD COUNTY,
NORTH CAROLINA,AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE
JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING.
SERVICE OF PROCESS, SUMMONS, NOTICE OR OTHER DOCUMENT BY MAIL TO
SUCH PARTY'S ADDRESS SET FORTH HEREIN SHALL BE EFFECTIVE SERVICE OF
PROCESS FOR ANY SUIT,ACTION OR OTHER PROCEEDING BROUGHT IN ANY SUCH
Exhibit A

COURT. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY
OBJECTION TO THE LAYING OF VENUE OF ANY SUIT,ACTION OR ANY PROCEEDING
IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM
IN ANY SUCH COURT THAT ANY SUCH SUIT,ACTION OR PROCEEDING BROUGHT IN
ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
(c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY
CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE ANCILLARY
DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND,
THEREFORE,EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES
ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION
ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER ANCILLARY
DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT(W)NO
REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE
FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (X) SUCH PARTY HAS
CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (Y) SUCH PARTY MAKES THIS
WAIVER VOLUNTARILY,AND(Z)SUCH PARTY HAS BEEN INDUCED TO ENTER INTO
THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION 3(c).
(d) In the event any dispute is the subject of court ordered mediation,the parties hereby
agree that a single mediator that is acceptable to both parties shall be used to mediate the claim,
with the parties splitting the costs of such mediator. The mediator will be knowledgeable in the
subject matter of this Agreement, if possible, and chosen from lists furnished by the American
Arbitration Association or any other agreed upon mediator.
Section 4. Miscellaneous.
This Agreement may be executed in counterparts (and by different parties hereto in different
counterparts), each of which shall constitute an original, but all of which when taken together shall
constitute a single contract. This Agreement shall be valid,binding, and enforceable against a party when
executed and delivered by an authorized individual on behalf of the party by means of: (a) an original
manual signature; (b) a faxed, scanned, or photocopied manual signature, or (c) any other electronic
signature permitted by the Federal Electronic Signatures in Global and National Commerce Act, state
enactments of the Uniform Electronic Transactions Act,and/or any other relevant electronic signatures law,
including any relevant provisions of the Uniform Commercial Code, in each case to the extent applicable.
Each faxed, scanned, or photocopied manual signature, or other electronic signature, shall for all purposes
have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each
party hereto shall be entitled to conclusively rely upon,and shall have no liability with respect to,any faxed,
scanned, or photocopied manual signature, or other electronic signature, of any other party and shall have
no duty to investigate,confirm or otherwise verify the validity or authenticity thereof
THIS AGREEMENT AND THE PURCHASE AGREEMENT REPRESENT THE FINAL
AGREEMENT BETWEEN THE PARTIES ABOUT THE SUBJECT MATTER HEREOF AND
MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN
ORAL AGREEMENTS BETWEEN THE PARTIES.
[Signature page follows]
Exhibit A

EXECUTED AS OF THE FIRST DAY WRITTEN ABOVE BY:
MERIDIAN WASTE NORTH CAROLINA,LLC
By:
Name:
Title:
F l
By:
Name:
Title:
Exhibit A

Exhibit B
Allocation Schedule
Exhibit B

Exhibit B

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Exhibit B

Exhibit C
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Exhibit C

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Exhibit C

Execution Version
DISCLOSURE SCHEDULES
in connection with that certain
SHARE AND MEMBERSHIP INTEREST PURCHASE AGREEMENT
by and among
KENT COBLE,
BRENDA COBLE,
COBLE'S SANDROCK,INC,
COBLE'S,L.L.C.
and
MERIDIAN WASTE NORTH CAROLINA,LLC
Dated as of September 1, 2023

Section 3.02
Organization, Qualification and Authorization
1. Coble's Sandrock, Inc. is a corporation organized under the Corporate Statutes of North Carolina
and is operating in the State of North Carolina. The corporation is in good standing with the North
Carolina Secretary of State and the North Carolina Department of Revenue.
2. Coble's, L.L.C. is a limited liability company organized under the laws of the State of North
Carolina and is operating in the State of North Carolina. The limited liability company is in good
standing with the North Carolina Secretary of State and the North Carolina Department of Revenue.

Section 3.03(a)
Capitalization

Section 3.05(a) and(b)
No Conflicts and Consents
(a) Transfer of the Landfill Permit requires notice to and approval of the North Carolina Department
of Environmental Quality.
(b) Transfer of the equity in the Companies requires approval of the Alamance County Board of
Commissioners and was granted on August 21, 2023.

Section 3.07
Undisclosed Liabilities
None.

Section 3.08(b)
Absence of Certain Chan'es Events and Conditions

Section 3.09(a)
Material Contracts
• AT&T Dedicated Internet & Voice Bundle Agreements with a term of three (3) years with
AT&T(copies of which have been disclosed to Buyer).
• Verbal contract with Alamance County relating to the rates for debris during storm or distress
declared emergencies, etc.
• Contract with NCDOT for regular rates for delivery of concrete and other solid waste
disposables which agreement with NCDOT expires December 31,2023.
• D.H. Griffin Demolition(contact David Deatherage), C&D loads at $25.00 a ton; concrete at
$5.00 a ton;jobs in 2023 and 2024.

Section 3.10(b)
Real Property
Coble's L.L.C. Real Property
Alamance County Tax Parcel Nos. 104970, 104951, 104934, 104933, 104950 and 101044
Real Property owned by Kent and Brenda Coble
Alamance County Tax Parcel Nos. 104972, 104932, 104913, 101070 and 101069.
Leases
Coble's Sandrock,Inc. currently leases land from Coble's, L.L.C. at the rate of$30,000 per month.

Section 3.10(g)
Real Property Contracts and Agreements
1. The Sellers' Lease.
2. The Drew Coble Lease.

Section 3.11
Conditions and Sufficiency of Assets
None.

Section 3.12(a)
Company IP Registrations
Websites: Coblesinc.com(expired)
coblescontainer.com(current)
coble'ssiteservice.com(expired)

Section 3.12(b)
Company IP Agreements
Intuit QuickBooks(online)
QuickBooks desktop
Dispatcher.com
Microsoft
Google Storage
Adobe
PDOX
Norton
efax

Section 3.12(d)
Other Material Intellectual Property
None.

Section 3.14(a)
Accounts Receivable

Section 3.14(b)(i)
Accounts Payable

Section 3.14(b)(ii)
Insider Receivables
None.

Section 3.15(a)
Material Customers

Income by Customer Summary
January 1 through August 26, 2023

Section 3.15(b)
Material Suppliers

Section 3.16
Insurance

Section 3.17(a)(i)
Pending Legal Proceedings
None.

Section 3.17(a)(ii)
Other Legal Proceedings
None.

Section 3.17(b)
Governmental Orders
None.

Section 3.18(b)
Compliance with Laws; Permits
NC DEQ Permit#10105-CDLF-1998 Phases 1,2, 3 and#8 and TPL 0105-TP
Chatham County Hauler Permit#22-23
Orange County Commingled Recycling Facility Permit
Stormwater Permit NCG120000

Section 3.19(a)
Environmental Laws
None.

Section 3.19(b)
Environmental Permits
NC DEQ Permit#10105-CDLF-1998 Phases 1,2, 3 and#8
and TPL 0105-TP

Section 3.19(d)
Environmental Notices
None.

Section 3.19(e)
Storage Tanks
Above ground diesel fuel tank
Fuel truck

Section 3.19(f)
Hazardous Materials
None.

Section 3.19(h)
Environmental Matters
None.

Section 3.21(a)
ni i n • i U . •

Section 3.21(e)
Government Contracts
NCDOT contract stating that we will not increase our prices or charge fuel surcharges or other taxes for
their loads for the year 2023.
Temporary Disaster Debris Staging Site(TDDSS)DS01-015
The facility has a conditionally approved temporary disaster debris staging site (TDDSS) at the
landfill for C&D and vegetative material. The site is currently inactive.
Three acres are allotted for the management of vegetative material associated with disaster debris
within the undeveloped C&D landfill future Phase 5.
Demolition material associated with disaster debris shall be placed in the landfill,managed per the
facility permit, operations plan,and the SWS rules.

Section 3.22(f)
Taxable Years
(i) Taxable years for which Statute of Limitations have not expired:
Coble Sandrock,Inc.:
(Extended)
Year ended 12/31/2019 12/31/2020 12/31/2021 12/31/2022
Coble's,LLC:
(Extended)
Years ended 12/31/2019 12/31/2020 12/31/2021 12/31/2022
(ii) No examinations have been initiated for the years specified above.
(iii) No examinations are currently being conducted for the years specified above.

Section 3.25
Certain Business Relationships with the Company
Coble's,L.L.C. has leased from Kent Coble certain items of equipment and real property from time to
time.

Section 3.27
Bank Accounts
RedI
I , Led

Section 4.02(a)
No Conflicts; Consents
Transfer of the equity in the Companies requires approval of the Alamance County Board of Commissioners
and was granted on August 21,2023.
No pre-approval is required with respect to the NC DEQ permit, but change of control filings will be
required post-closing.

Section 8.02(h)
Buyer's Indemnitees
None.