NCG070198_Name-Owner Change Supporting Info_20240410

CONSENT TO ASSIGNMENT AND ASSUMPTION OF LEASE
This CONSENT TO ASSIGNMENT AND ASSUMPTION OF LEASE (this "Consent")
is made effective as of this 11t day of March, 2024, by and among DELLINGER HOLDINGS,
LLC, a North Carolina limited liability company ("Landlord"), DELLINGER PRECAST, INC.,
a North Carolina corporation ("Assignor"), and CONCRETE PIPE & PRECAST, LLC
("Assignee").
RECITALS
WHEREAS, Landlord, as landlord, and Assignor, as tenant, are parties to that certain
Lease Agreement dated May 1, 2018, with respect to the property commonly known as 4531 N.
Highway 16, Denver, North Carolina (as may be amended or modified, the "Lease"); a copy of
the Lease is attached hereto as Exhibit A;
WHEREAS, Assignor and Assignee are contemplating a transaction pursuant to which
Assignee would purchase certain assets of Assignor(the"Transaction");
WHEREAS, upon the closing on the Transaction (the "Closing"), Assignor desires to
assign all of Assignor's right, title, interest, duties, liabilities, and obligations under the Lease
arising on or after the Closing to Assignee, and Assignee desires to accept such assignment and
assume the duties, liabilities, and obligations of Assignor as tenant under the Lease arising on or
after the Closing; and
WHEREAS, Landlord is willing to consent to assignment and assumption of the Lease,
subject to and in accordance with this Consent.
NOW, THEREFORE, in consideration of the foregoing, which are incorporated by
reference herein, and the mutual promises herein contained and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged by each party
hereto,the parties agree as follows:
A. Definitions. Unless otherwise defined, all terms contained in this Consent shall
have the meaning given to them in the Lease.
B. Consent. Subject to the terms, covenants, and conditions contained in this
Consent, Landlord consents to the assignment by Assignor of all of Assignor's right, title,
interest, duties, liabilities, and obligations under the Lease arising on or after the Closing to
Assignee,and Assignee's acceptance of such assignment and assumption of the duties,liabilities,
and obligations of Assignor under the Lease on or after Closing, subject to the following terms
and conditions, to each of which the Landlord, Assignor, and Assignee agree as set forth herein;
provided, however, that if the Transaction is not consummated, this Consent shall terminate and
be of no force and effect:
1. Nothing herein contained shall be construed to modify, waive, impair, or
affect any of the covenants, agreements, terms, provisions, or conditions contained in the Lease
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(except as may be expressly provided herein), any breach thereof, any rights of Landlord, or
enlarge or increase Landlord's obligations or decrease Landlord's rights under the Lease, and all
covenants, agreements, terms, provisions, and conditions of the Lease are hereby declared to be
in full force and effect.
2. Unless and except as otherwise specifically provided in the Lease or this
Consent, the provisions of paragraph 15 of the Lease shall apply to any further subletting or
assignment of all or any part of the Premises and Lease. In such event, Landlord shall retain all
rights under the Lease.
3. Landlord acknowledges that it shall have no recourse against Assignee for
any default or event of default under the Lease first arising prior to the Closing, and continuing
after the Closing, except as set out on Exhibit B.
C. Miscellaneous.
1. Governing Law; Venue; Consent to Jurisdiction. This Consent and the
rights and obligations of the parties, shall be governed by, and construed and interpreted in
accordance with, the laws of the State of North Carolina, excluding any conflict of laws
provisions thereunder.
2. Binding Effect. This Consent shall be binding upon the successors and
permitted assigns of the parties hereto.
3. Entire Agreement. This Consent contains the entire agreement of the
parties with respect to the subject matter of this Consent and there are no other promises or
conditions in any other agreement, whether oral or written. This Consent supersedes any prior
written or oral agreements between the parties with respect to the subject matter of this Consent.
4. Amendments. This Consent may be modified or amended, but only if the
amendment is made in writing and is signed by all parties.
5. Counterparts. This Consent may be executed in counterparts, each of
which shall be deemed an original, but all of which taken together shall constitute one and the
same instrument.
6. Combined Draftsmanship. This Consent is the result of the combined
draftsmanship and review of all parties and their respective agents and counsel; accordingly, there
shall be no presumption or interpretation of this Consent based on its having been drafted by any
specific party.
[Signature Page Follows]
2
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IN WITNESS WHEREOF, the parties have caused this Consent to be executed the day
and year first above written.
DELLIN R HOLDI1IQS,LLC
By exuti aa �LLC
•
Name: I EIS
Title: M
DEL LING PRECAST C.
By:
Nam . 2
CONCRETE PIPE & PRECAST,
LLC
By:
Name: a
Title:
[Signature Page to Consent to Assignment and Assumption of Lease]
31418641.1

IN WITNESS WHEREOF, the parties have caused this Consent to be executed the day
and year first above written.
DELLINGER HOLDINGS,LLC
By:
Name:
Title:
DELLIN(U PRECAST,INC.
S
By:
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Name: ` J "Jc 00-+r1�-{��-�
Title: CFi
CONCRETE PIPE &PRECAST,
LLC
By:
Name:
Title:
[Signature Page to Consent to Assignment and Assumption of Lease]
31418641.I