NCG140500_Name-Owner Change Supporting Info_20240305

Execution Version
BILL OF SALE AND ASSIGNMENT
This Bill of Sale and Assignment (this "Bill of Sale and Assignment")is executed as of May 23,
2021, by MCCARTHY IMPROVEMENT COMPANY, an Iowa corporation (the "Seller"), pursuant to
the Asset Purchase Agreement dated as of May 23, 2021, (the "Asset Purchase Agreement") entered
into by Seller and C.W. MATTHEWS CONTRACTING CO. INC., a Georgia corporation
("Purchaser").
Whereas, Seller has agreed in exchange for the consideration expressed in the Asset Purchase
Agreement to transfer the Acquired Assets.
NOW, THEREFORE, for valuable consideration expressed in the Asset Purchase Agreement, the
receipt, adequacy and legal sufficiency of which are hereby acknowledged, Seller agrees as follows:
ARTICLE I
TRANSFER OF THE ASSETS
1.1 Conveyance and Assignment. Pursuant to the terms of the Asset Purchase Agreement, Seller
hereby irrevocably sells, conveys, transfers, delivers and assigns unto Purchaser all of Seller's right, title
and interest in and to the Acquired Assets, free and clear of Encumbrances, except for Permitted
Encumbrances.
1.2 Further Actions. From time to time, at the request of Purchaser and without further
consideration, Seller will do, execute, acknowledge, and deliver, or will cause to be done, executed and
delivered, all such further acts, documents and instruments as may reasonably be required to give full
effect to the intent of this Bill of Sale and Assignment.
ARTICLE II
MISCELLANEOUS
2.1 Terms of the Asset Purchase Agreement; Execution. This Bill of Sale and Assignment is not
intended to, and does not, in any manner enhance, diminish or otherwise modify the rights and obligations
of Purchaser and Seller under the Asset Purchase Agreement. To the extent any conflict or inconsistency
exists between this Bill of Sale and Assignment and the Asset Purchase Agreement, the provisions of the
Asset Purchase Agreement shall control. This Bill of Sale and Assignment may be signed in
counterparts. For purposes of executing this Agreement, a facsimile, electronic or Portable Document
Format(PDF) signature shall be given the same force and effect as an original signature.
2.2 Titles and Captions. All article or section titles or captions in this Bill of Sale and
Assignment are for convenience only, shall not be deemed part of this Bill of Sale and Assignment and in
no way define, limit, extend or describe the scope or intent of any provisions hereof. Unless otherwise
defined herein, all capitalized terms used herein shall have the definitions given such terms in the Asset
Purchase Agreement.
2.3 Governing Law. This Bill of Sale and Assignment will be governed by the laws of the State
of Georgia without regard to its principles of conflicts of law.
[Signature Page Follows]
Bill of Sale Page 1 of 2

IN WITNESS WHEREOF,the parties hereto have executed this Bill of Sale and Assignment as
of the date first above written,
MCCARTHY IMPROV MENT COMPANY C.W.MATTHEWS CONTRACTING CO.
r- J�,.l INC.
By: r! ir ..rr�!//r
Name: tern' o ,�v?74-
Title: // 4va i7" By:
Name: Daniel P.Garcia
Title:President
[Signature Page to the Bill of Sale]

IN WITNESS WHEREOF,the parties hereto have executed this Bill of Sale and Assignment as
of the date first above written.
MCCARTHY IMPROVEMENT COMPANY C.W.MATTHEWS CONTRACTING CO.
INC.
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BY: By: �� .' ��. *
Name: Na . mel P. C cia OPORA ag•
Title: Title:President
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