NCG080261_Name-Owner Change Supporting Info_7/29/2019

STOCK PURCHASE AGREEMENT
Ea Seller desires to sell, transfer and assign to Buyer, and Bayer desires
to purchase from Seller, all of the Shares, upon the terms and subject to the conditions
set forth in this Agreement.
NOW, THEREFORE, in consideration of the premises and the respective
representations, warranties, covenants and agreements contained herein, the parties hereto
hereby agree as follows -
SALE AND PURCHASE CE SNARES

1 o 1 . Sale and Purchase of Shares.
Upon the terms and subject to the conditions set forth in this Agreement, on
PURCHASE PRICE, CLOSING,
POST CLOSING ADJUSTMENT
2a1. Purchase Price.
(a) The aggregate purchase price for the sale and purchase of the Shares
(b) Seller shall be entitled to retain the amount of cash in the Company's
bare account at 9o00 a.m. Eastern time on the Closing Date (the "Closing ®ate Cash
Amount")
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2.2. Closing.
Upon the terms and subject to the conditions set forth in this Agreement, the
closing of the sale and purchase of the Shares (the "Closing") shall tale place at the
offices of Seller at 5417 US Hwy 301 South, Hope Mills, NC 28348 or Sayer, at 9503
East 33rd Street, Indianapolis, indiana 4 235-4207, as agreed to by the parties, at 9:00
A.M., Indianapolis time, on the date hereof ("Closing Date").
2.3. Closing Matters.
the Closing:
Upon the terms and subject to the conditions set forth in this Agreement, at
(a) (i) Buyer shall deliver to Seller at Closing an amount (the
00 The Holdback Amount will be held by Buyer in accordance with the
provisions of this Agreement, and interest shall accrue (at a rate equal to the United
States 10-year Treasury yield reported by the Wall Street Journal on the Closing Date,
compounded daily) on the Holdback Amount for the benefit of Seller beginning on the
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Closing Date until the date the Holdback Amount is paid by Buyer to Seller. The Holdback
Amount, as adjusted in accordance with Section 2.4, ley or yay of this Agreement, shall
be paid to Seller by Buyer on the first anniversary of the Closing Date (arid if not a
business day, then on the first business day following such date). Buyer and Seller shall
each be responsible for their respective reasonable attorneys' fees and expenses incurred
by Buyer or Seller in collecting the Holdback Amount if there shall be a dispute relating to
the payment of the Holdback Amount to Seller.
(b) Buyer shall deliver to the appropriate lenders, by wire transfer ®f
(�� Seller shall deliver to Buyer a certificate or certificates representing

(d ) Bayer acknowledges that the Company any may, prior to or after the
2a4n Post -Closing Holdback Amount Adjustment ® Polling Stock.
The Holdback Amount payable to Seller is subject 'to reduction with respect (a) to
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2.5 C®ilecti®n or Accounts Receivable, Cbsing Date Ba1ance Sleet Adjustments.
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(a) WiNn forly=five (45) days after Cosiun , Sallee shall cause to b
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paid equally (i.e., one-half) by 'Buyer, on one land, and Selier; on the other hand
provided, however, that, if PWC determines that either party's position is completely or
substantially completely (in the opinion of PWC) correct, then the other party shall pay all
costs and expenses of P C for performing such duties.
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(i) Except to the extent of any billing errors that the parties agree to
(iii) As used herein
(A) "Assets" means accounts receivable, prepaid expenses, net
property and equipment, and accumulated depreciation (as shown in account
1590 of the Grouping Deport attached hereto as Exhibit ),

(B) "Llabllltles" means accounts payable, accrued %,Piages payable,
and ether liabilities (as determined in the same manner as the "Other
Liabilities" line item on the balance sheet attached hereto as Exhibit A); and
M "Net Assets Amount" means the amount of the Company's
(c) The Hoi back Amount shall be Buyer's exclusive remedy and Seller's
REPRESENTATIONS AND WARRANTIES OF SELLER
Except as set forth on the Disclosure Schedule delivered by Seller to Buyer
concurrently herewith (the "Disclosure Schedule"), Seller hereby represents and warrants
to Buyer as follows-.
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3.1. Authority of Seller.
3.2. Organization and Qualification of the Company.
The Company is duly organized, validly existing and in good standing under
the laves of the State of forth Carolina, and has all regulsite power and authority to own,
3.3. No Conflict, Required Filings and Consents.
(a) Except as set forth in Section 3a3(a) of the Disclosure Schedule, the
execution and delivery of this Agreement and the Related Agreements by Seller does not,
and the performance of this Agreement and the Related Agreements by Seller and the
consummation of the transactions contemplated hereby and thereby will not, (i) conflict

(b) Except as set forth in Section 3o3(b) of the Disclosure Schedule, the
3e4a Warranty of Title.
Seller has good and valid title to the Shares, free and clear of all Liens, and
upon delivery of the Shares and payment therefor pursuant to this Agreement, good and
valid title to the Shares, free and clear of all Liens, will pass to Buyer on the Closing Date.

(a) 'The authorized capital stock of the Company consists of 100,000
(b) Except as set forth In Section 3.5(b) of the Disclosure Schedule,
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with respect to he voting of any shares of capital stock or other equity interests of the
Company.
3.6, Financial Statements.
(a) The Company has previously delivered to Buyer (i) he Company's
(b) Except as set forty in the Company Financial Statements or
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3 7Absence of Certain Changes or Events.
Except as set forth in Section Soy of the Disclosure Schedule, since
December 31, 2013 the Company has operated its business and the assets used therein
only in the ordinary and usual course of business consistent with past practices.
3.8. Ownership of Assets.
Except as set forth in Section 3o (a) of the Disclosure Schedule (which
19. Property and Equipment.
Except for the Excluded Assets, the Company owns all furniture, fixtures,
machinery, equipment, computers and computer equipment, vehicles and other items of
equipment (collectively, the "Equipment") used in its business.
3.10. Contracts, Leases.
(a) Section 3a10(a) of the Disclosure Schedule sets forth a true, correct
and complete list of all material contracts t® which the Company is a party or by which

any of the properrties or assets of the Company is bound, other than (i) the insurance
policies and Employee Plans listed in other Sections of the Disclosure Schedule; 00
contracts for the purchase by the Company of materials, products or services in the
ordinary and usual course of business; and (iii) contracts involving future payments to the
Company9 which, In the case ®f each contract referred to in clause (ii) or (iii) above, is
reasonably anticipated to involve future payments by or to the Company during the
twelve-month period after the Closing ®ate of less than $62,500 and/or are terminable on
approximately 35 days or less prior written notice,
(b) Except as set forth in Section 3a10(b) of the Disclosure Schedule, (i)
3.11. Related Party Arrangements.
Except as set t®rl;h in Section 3.10 ®r 3.11 of the Disclosure Schedule,
neither Seller nor any current or former director or officer of the Company, ®r any affiliate

of Seller or any such &eclor or officer, is a party 10 any rnateri l contract or ether
commitment ent to which the Company is a party or by wNch any of its properties or assets is
bound, or has a material interest in any material contract or any of 'the assets or properties
(other than the Excluded Assets) owned by, used in or pertaining to the business of the
Company.
3,12. Major Customer Relationships.
Section 3.12 of the Disclosure Schedule sets forth a true, correct and
3.13, Permits.
The Company possesses all material licenses, permits and other authoriza-
3.14. Compliance with Law.

Except as set forth in Section 3.14 of the Disclosure Schedule, the Company
3.15. Absence of Litigation.
Except as set forth in Section 3.15 ®t the Disclosure Schedule, (i) there is
3.16. Insurance.
Section 3.16 of the Disc.sure Schedule sets forth a true, correct and
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policy will not be renewed or any reservation of rights letter or similar document to the
effect that any claim that occurred during an lnsurance coverage period Would not be
honored by the insurance company.
3.17. Taxes.
(a) As used in this Agreernem
(I) "Audit" means any audit, assessment of Taxes, examination or other
proceeding by the IRS or any other Governmental Entity responsible for the
administration of any Taxes, proceeding or appeal of such proceeding relating to
"Code" means the Internal Revenue Code of 1986, as amended.
00 ®IRS" means the Internal Revenue Service of the United States.
(iv) "Tax" or "Taxes" means ali federal, state, local and foreign taxes,
M "Tax Returns® means all federal, state, local and foreign tax returns,
declarations, estimates, statements, reports, claims for refund, schedules, forms,
and information returns and other documents (including any related supporting

information) and any amended Tax Return filed or regUired to be filed in connection
with she determirnatio n, assessment or coHec Lion of any fax or the administration of
any laws, regulations or administrative requirements relating to any Tux.
(b) The Company has timely and validly elected to be subject t® Tax as
an S corporation, such election is in full force and effect, and the Company will be an S
corporation up to and including the Closing Date.
(c) Except as set forth in Section 3a17(c) of the Disclosure Schedule, all
Tax Returns of the Company have been prepared in compliance with all applicable laws
and regulations in all material respects.
(d) Except as set forth in Section 3o17(d) of the Disclosure Schedule, (i)
(e) Except as set forth in Section 3e17(e) ®f the Disclosure Schedule, the
3.18. Benefit Plans.

(a( As used in this Agreernento
(i( "Employees" means the employees and former employees of the
Company.
00 "ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time, or any successor statute.
(iv) "Plan" means any employee benefit plan (as defined in Section 3(3)
of RI A) maintained, contributed to or required to be contributed to by the
Company for the benefit of Employees.
(b) Section 3m1 (b( of the Disclosure Schedule sets forth a true, correct
and complete list of all of the Employee Plans. The Company has delivered to Buyer true
and complete copies of all of the Employee Plans, each as amended and in full force and
effect.

(c) Section 3a l (c) of the Disc iosure Schedule sets forth a true, correct
(d) The Company does not have any accu mated funding deficiency
(e) Ail of the Ernpioyee Mans which are subject to Section 4980B ®t the
Code are in compliance in ail respects with the requirements of such Section.
(t) Each Employee Ran is, and its administration is and has been since

to rues, the requirements of such section applicaUe since such determination or remains
wiftn the remedial amendment period for such amendments, and has been operated in
compliance with the requirements of Section 401( ( of the Code. Each Employee Plan
intended to meet the requirements of Section 40I (k( or Section 125 of the Code is in
compliance with all requirements ®f such Sections as are applicable to such Plan.
(9) the Company is not in default in performing any of its contractual
W There are no pending or, to she knowledge ®f Seller, threatened
3.19. Labor Fetters.
(a) Section 3o19(a) of the Disclosure Schedule sets forth a true, correct
and complete list of all current Employees, owner operators (independent contractors) and
lease purchase drivers as of the date hereof.

(b) Except as set forth in Section 3o19(b) of the Disclosure Schedule,
(c) Except as set forth in Section 3o19(c) ®f the Disclosure Schedule, no
(d) Except as set forth in Section 3o19(d) of the Disclosure Schedule, the
(e) Except as set forth in Section 3n1 (e) of the Disclosure Schedule, the
Company is not delinquent in payments to any Employees, ®veer operators (independent
contractors) and lease purchase drivers for any wages, salaries, commissions, bonuses ®r

then direct compensation for any services performed by them to the date hereof or
amounts required to be reimbursed to much Employees.
(f) Except as set forth in Section 3.19(f) of the Disclosure Schedules
( ) Except as set forth in Section 3o19(g) of the Disclosure Schedule,
(h) Since the enactment of the WARN Act, the Company has not
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business, nor has the Company been affected by any transaction or engaged in layoffs or
employment terminations sufficient in number to trigger application of any similar state or
local law.
3,20. Hazardous Materials.
(a) As used in this Agreement-
(i� "CERCLA" means the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, 42 U.S.C. Section 9601 et seq., as
amended.
(ii) "HazardousMaterials" means any hazardous or toxic substance,
material or waste which is or become- considered as such by any Governmental

(G) the Solid Waste Disposal ,,act, 42 U.S.C, Section 6901 et seq.(H) the Clean
Air Act, yy U.S.C. Section 7401 et seq.; (l) the Federal insecticide, Fungicide and
Rodenticide Act, y U.S.C. Section tag et seq.-, (J) regulations promulgated under
any of the above statutes; and (K) any applicable federal, state or local statute,
ordinance, rule or. regulation that relates to environmental conditions, human health,
industrial hygiene or Hazardous Materials, in each case, as amended.
(iv) "Real Propeatt" means all real property owned, operated or leased
by the Company and all portions and parcels thereof, including, without limitation,
the land and all buildings and improvements thereon.
(b) Except as set forth in Section 3.20(b) of the Disclosure Schedule, t®
the knowledge of Seller no current or previous owner, tenant, occupant, operator ®r user ®t
any Real Property, has released, discharged, or disposed of any Hazardous Materials on,
under, in or about the Real Property.
(c) Except as set forth in Section 3e20(c) of the Disclosure Schedule, to
the knowledge of Seller, the Company has kept and maintained the Real Property in
compliance with all applicable Hazardous Materials Laws.
(d) Except as set forth in Section 3.20(d) of the Disclosure Schedule,

which could reasonably he expected to give rise to any such governmental or regulatory
action or 'third -party claim, or (iv) to the knowledge of Seller, occurrences or conditions at
the Real Property which could reasonably be expected to subject the Company to any
restrictions on ownership, occupancy, transferability or use of the Peal Properly under any
Hazardous Materials Laws.
3.21. Brokers.
3.22. No Other Representations.
Except as set forth in this Article III, Seller makes no other express or implied
representations or warranties with respect to the Company or its business ®r assets, and
Seiler disclaims any other representations or warranties not contained in this Article Ill.
I
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer hereby represents and warrants to Seller as follows:
4d1a Organization and Authority.
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Guyer is a corporationduly organized, validly xi in j and in good standing
4.2. No Conflict, Required Consents and Approvals.
(a) The execution and delivery of this Agreement and the Buyer Related

would consMute urn default) render, any Contracts to which Buyer is a party or by which any
of its properties or assets is bound.
(b) The execution and delivery of this Agreement and the Buyer Related
43. Acquisition of the Shares for Investment.
Buyer is acquiring the Shares for investment purposes only and not with any
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 based upon arrangements made by or on behalf of Buyer.
ARTICLE A

COVENANTS
5 o 1 o Conduct of Business.
From and after the date of the Letter of Intent, which was entered into by the
5.2 Forbearances
Except as set forth in Schedule 5.2 of the Disclosure Schedule, since December

officer or employee, yee, or established, adopted, entered into, made any grants or awards
parader or amiended or terminated any employment related contract or arrangement.
53, Employment Matters.
Brayer shall of the Closing Date. (i) retain as employees of the Company all
5a4. Access to Boobs and Records.
For a period of fen (10) years after the Closing Date, Brayer shall cause the
Company to retain all material books and records of the Company in existence on the
Closing Date and to make the same available for inspection and copying by Seller or his
authorized representatives of Seller®s expense, upon reasonable request and upon

reasonable notice, provided, however, that Buyer may destroy any of such 'books and
records to the extent that Buyer shall have given Seiler advance written notice, with
reasonable specificity, of such destruction and an opportunity to obtain possession thereof.
Seller shall not, and shall cause his representatives not to, use any information obtained
pursuant to this Section 5.4 for any purpose other than tax proceedings, litigation or
similar situations in which Seller has a reasonable need for such information, without
Buyers prig written consent (which shall not unreasonably he ithheN), and all of such
information shall remain subject to the terms and conditions of the Confidentiality
Agreement.
5.5. lnsurance
Buyer acknowledges that the Company currently maintains certain policies of

related captive insurance program, yeller agrees that he shall, on March , 2015, assume
and be responsible for any and all obligations and liabilities of the C ornpany (other than
the February 2015 premium payment that Bayer will pay) that arise out of and are
connected with the Captive lnsarance Policies and programs that covered the Company
and its assets prior Parch 1, 2015
5.6. Post Closing Operational Patters.
Following the Closing, Buyer shall continue to use Company's name and SCAC
code to facilitate Company's 'transportation contracts existing as of Closing and
subsequent to the Closing.
5.7. Public Announcements.
No party hereto shall issue any public announcement, report, statement or
press release or otherwise rake any public statement regarding this Agreement or the
transactions contemplated hereby without the prior written consent of the other parties
TAx MATTERS
6.1. Seller's Responsibilities for Taxes.
(a) Seller shall be responsible for preparing and timely filing, at Seller's
sole expense and in compliance with all applicable laws and regulations, any and aH Tax

(b) With respect to any Tax Returns of the Company required to be
(c) Seiler shail be responsible fon

(i) any Taxes of the Company with respect to any taxable year or
period ending on or prior to the Closing Date, except (x) as described above with
respect to Other State Tax -es or (y) to the extent that such Taxes are accrued on
the accounting records or other financial statements of the Company as of the
Closing ®ate,
financial statements of the Company as of the Closing Date9
(iii) any faxes of the Company arising out of or based upon the
distribution of the Excluded Assets to the Seller, or otherwise relating in any
manner to the Excluded Assets; and
(iv) any Audits of Tax Returns of the Company for periods ending on or
before the Closing Date.
(d) Income Tax Returns for the Company for the short taxable year
ending on the Closing Date shall be prepared based on an interim closing of the books as
of the close of business on the Closing Date.

6, 2 o Buyer's Responsibilities for Taxes.
Buyer shall be responsible for (i) any and all axes due by the Company for
6.3. Audits, Etc.
The parties agree to promptly notify each other upon receipt ®t notice of any

manner and the resolution of any At—i it involving the Company where the liability for Taxes
is that of the Company, provided further, that notwithstanding anything herein or in Article
Vll to the contrary, Seller shall have the right to control and direct the manner and
resolution of any Audit involving the Company relating to Taxes for any period ending on
or prior to the Closing Date.
.4. Section 33 (h)(10) Election.
(a) Seller shall join with Bayer in making an election under Section
(b) Buyer shall pay to Seller, in cash, the amount of additional
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Adjustment"). In calculating the amount of the Tax ,,Adjustment (I) the highest federal
and state 'Lax rates to which Seller is subject shall be used, taking into consideration the
character of the income in question, and any other items of Income, deduction, gain, loss,
or credit of Seller shall be ignored and (ii) the Purchase Price shall not be adjusted
according to Section 2.4 or Section 2.5 or reduced by the amount of any deductions from
the Holdback Amount.
(c) Buyer shall pay Seller the amount of $6,398,238 (the "Estimated
Tax Adjustment") at Closing by wire transfer of immediately available funds to an account
designated by Seller.
(d) Not later than ninety (90) days after the Closing Date, Buyer shall
deliver to Seller-.
(ii) Buyer's computation of the Tax Adjustment amount based on the
Allocation Report (the "Tax Adjustment Report").
Buyer shall also provide Seller with such information as Seller may request relating to
Buyer's preparation of the Allocation Report and Tax Adjustment Report.
(e) Buyer and Seller agree that the Allocation Report will allocate a value

to the Cornpany's assets determined as follows.
00 all other assets ®t the Company shall be valued at a mutually agreed
amount dared on the Final Closing Date Balance Sheet.
(f) After Seller has received both the Allocation Deport and the Tax

the case of manifest error in which abase the rnatteiir shail be r trwned to the Tax
Adjustment Arbitrator for a orr c,bon), and ahi expenses of the Tara Adjustment Arbitrator
shail be borne 50% by Buyer and 50% by Sehiero
(g) Upon the find determination of the amount of the Tax Adjustment
pursuant to the provisions of Secfion 6o4(f),
(h) The amount of the Tax Adjustment shall be subject to further

to are account designated by Seller within 'five (5) business days of the date of Seller's
request.
6,5e Amended Returns and Retroactive Elections; Tax Refunds
Buyer shall not, and shall not permit the Company .tog (a) amend any Tax
6.6 Allocation to Seller's Non -Competition Agreement
Not later than sixty (60) days after the Closing Date, Bayer and Seller shall

INDEMNIFICATION
Memnification by Seller.

any ,may related t the ExclUded Assets-, or (d) any Taxes or AUdns that are Jie
responsibiliry of Seller pursuant to Articie Vl hereof.
yoga Mer nification by Buyer.
As Seller's sole and exclusive remedy, Bayer shall indemnify and hold Seller
73. Certain Limitations.
(a) Seller shall not be required to indemnify Buyer for any individual claim where
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provided however, that the foregoing limitation shall not apply to any Leases that may be
inCUrred by virtue of or resulting from 'fraud or intentional misrepresentation.
(b) Buyer shall not be required to indemnify Seiler for any individual
(c) The indemnification obligations of the parties shall terminate on the

of linnit floes but, not more than five )y) years after Closing, and farther provided that the
obfigations of the parties under Ardcie Vl shail continue in Ul force and effect thereafter
for the applicable statute of limitations. Seller and Buyer recognize and agree Chat their
respective index nlfic tion obligations herein described represent their sole and exclusive
remedies against each other arising out of, relating to or in any way connected with this
Agreement, except for amounts the Buyer is to pay Seller pursuant to this Agreement not
yet paid as of the Closing Date.
(d) In coMpUting the amount of any lasses as to which a party shall be
7.4. Defense or Prosecution ®t Claims.
As promptly as practicable after its discovery ®t grounds for a claim for

7 n 5 o Payment of Losses.
(a) Subject to Section 7n5(b), alb Losses incurred by an indemnified

(Nb) With respect to posses payable by Seiler to Buyer under this Article
7.6. Release.
Without Hmiting the provisions of Section 7.3 above and notwithstanding

AR T lCLE ° Hl
COI DI I ONS
8.1. Conditions to Obligations of Brayer.
The obligations of Dryer to consummate the transactions contemplated
hereby are subject to the satisfaction at or prior to the Closing of the following conditions,
any or all of which may be waived, in whole or in part, to the extent permitted by
applicable lave, in a written instrument executed and delivered by buyer.
(a) Representations and Warranties. Each of the representations and
warranties of Seller contained in this Agreement shall have been true, correct and
complete in all material respects on and as of the Closing Date.
(b) Agreements and Covenants. Seller shall have performed or compiled
with all agreements and covenants rewired by this Agreement to be performed or
complied with by Seller on or prior to the Closing Date.
(c) Certificates Buyer shall have received a certificate signed by Seller to
the effect set forth in Sections a1(a) and (b)e
(d) Consents and Approvals. All other filings required to be made prior
to the Closing by Seller or the Company with, and all consents, approvals and
authorizations required to be obtained by Seller or the Company from, any Governmental
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Entlties in connection with The exer°i_ition and delivery of this Agreement and the
consummation of the transactions contemplated hereby, shall have been made or obtained
(as the case may be), and Seller and the Company shall have obtained the necessary
consents to consummation of she transactions contemplated hereby of the persons set forth
in Section 3o3(b) of the Disclosure Schedule, on terns and conditions reasonably
satisfactory to Buyer.
(e) Real Estate. The real estate to be included in this Agreement is listed
(f) No Material Adverse Change. Since the date of the Letter of Intent,
(g) Execution by Seller and Robert Douglas Taylor, Jr. of their respective
Empioyment9 Non -Competition, Non -Disclosure and Non -Solicitation Agreements.
8.2. Conditions to Obligations of Seller.
The obligations of Seller to consummate the transactions contemplated
hereby are subject to the satisfaction at or prior to the Closing Date of the following
conditions, any or all of which may be waived, in whole or in pant, to the extent permitted

by applicable law, in a written instrument executed and delivered by Seller -
(a) Representations and Warranties. Each of the representations and
warranties of Brayer contained in this Agreement shali have been true, correct and
complete in ali rnaterial respects on and as of the Closing Date.
(h) Agreements and Covenants. Buyer shall have performed or complied
with all agreements and covenants required by this Agreement to be performed or
complied with by it on or prior to the Closing Date.
(c) Officers Certificate, Seller shalt have received a certificate signed by
the authorized representative of Bayer to the effect set forth in Sections o2(a) and (d).
(d) Consents and Approvals. All fiiin s required to be made prior to the
(e) Real Estate Purchase. All conditions precedent to the assumption of
the Real Estate have been satisfied or waived by Buyer prior closing, unless otherwise
agreed to.
(f) No Material Adverse Change. Since the date of the Letter of Intent

ARTICLE V
MISCELLANEOUS AND GENERAL
9.1. Payment of Expenses.
Whether or not the transactions contemplated by this Agreement are
consummated, each party hereto shall pay its own expenses incident t® preparing for,
entering into and carrying out this Agreement and the transactions contemplated hereby.
9.2. Survival.
The representations and warranties of the parties set forth in Article Ill and
9.3. Entire Agreement; Assignment, Etc.
This Agreement (including the Exhibits and Schedules hereto and the
9,4. Captions.

The Article, Section and paragraph captions herein are for convenience of
reference only, d® not constitute part of 'this Agreement and shall not be deemed to limit
or otherwise affect any or the provisions hereof.
9�5� Severabilityo
If any term or other provision of this Agreement, or any portion thereof, is
9,6. Modification or Amendment.
The parties hereto may modify or amend this Agreement at any time, only
be in writing and shall be deemed to have been duly given on the date delivered, it
delivered personaily, on the next business day after being sent by a recognized overnight
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delivery service e, o; FedEx or UPS), or on the fifth business day otter being rnailed by
registered or certified mail (postage prepaid, return receipt requested), in each case, to the
parties at the following addresses (or at such other address for o party as shall be
specified by notice given in accordance with this Section). -
(a) It to Buyer, too
Paul Will
CEO and President
Celadon Trucking Services, Inc.
9503 East 33d Street
Indianapolis, IN 46235
with a copy to -
Vice President and Secretary
Celadon Trucking Services, Inc.
9503 Ha 33' Street
Indianapolis, IN 46235
b ) It to Seller, to
Robert Douglas Taylor
President & CEO
Taylor Express, Inca
5417 US Hwy 301 South
Hope Mills, NC 28,348
with a copy toa
Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P.

Attm Byron Kirkland
150 Fayetteville Street, Suite 2300
Raleigh, NC 27601
o f Failure or Delay Not Waiver.
of any other right.
9.9. Counterparts,
This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original and all of which together shall constitute one and
the same instrument. Any signature page of any such counterpart may be delivered by
facsimile or by email exchange of a portable document format (a "p f") tile, and any such
electronically delivered signature shall be deemed an original and shall bind such party.
9o10. Governing Law.

This AgreemerA shall be governed by and construed an accordance �jith the
Saw of the State of Minna, without regard to the conflicts of laws principles thereof.
fsfgnature page to foffowi

iN WITNESS WHEREOF, this Stock PUrchase Agreement has been duly
executed and delivered by each of the parties hereto as of the date first wntten above.
SELLER-.
Robert Douglas Taylor
CELADON TRUCKING SERVICES, INC.
Its CEO and President

IN WITNESS WHEREOF, tMs Stock Purchase Agreement has been daily
executed and del[vered by each of Me parfies hereto as of the date first wrMen above.
ELLERl
Robert Douglas Ta r
mm
C L DON TRUCKING SERVICES, INC.
La
Paul Will
Its CEO and President

IPA FITNESS WHEREOF, this Stock Purchase Agreement has been duly
executed and delivered by each of the parties hereto as of the dale first written above.
Robert Douglas ` a I®r
am
CRLADON TRUCKING SERVICES, INC.
By
i
Its CEO and President

Exhibit A
Form of Ciosing mate Bdance Sheet

BALANCE SHEET
ASDFDE[EMBER31'2O14
ASSETS:
CURRENT ASSETS:
Cash and cash equivalents
$ 1'746,835
Accounts receivable
4,359,029
Prepaid expenses
1,123,916
Total current assets
7'229,780
NET PROPERTY AND EQUIPMENT
9
TOTAL ASSETS
LIABILITIES AND STOCKHOLDER'S EQUITY:
CURRENT LIABILITIES:
Accounts payable $ 88,806
Accrued wages payable 108,212
Other liabilities 624,914
Total current liabilities 821,732
STOCKHOLDER'S EQUITY:
Capital stock, $1 par, 1O[\0OOshares authorized,
25.00Oshares issued and outstanding
25,080
Additional paid -in capital
0\723,200
Retained earnings
6,062,154
Total stockholder's equity
15,810,354
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY
See Independent Accountants' Compilation Report

xhbt B
Grouping Report

1 /19/2015
9:33 AM
Client:
4A ?
Engagement:
9NA E'2
Period Ending:
#NAME?
Trial Balance:
AEO
Workpaper:
#NAME?
Account
Description 9lidAL
12/31/2014
Group : [4110] Cash & Equivalents
Subgroup. [4111] Cash
Total [4110] Cash & Equivalents 1,746, 34.60
Group: [4210] Receivables
Subgroup: [4211] Trade motes & AIR
1050 ACCOUNTS RECEIVABLE 0.00
1060 ACCOUNTS REC.-CUSTOMER 4,321,456.41
1065 ACCOUNTS REC CARRIER/13RO 0.00
Subtotal [4211] Trade Motes & A/R 4,321,456.41
Subgroup o [4213] Other Receivables
1070
ADVANCES EMPLOYEES
2,055.55
1073
LEASE OWNER OPERATOR-ADV
5,069.30
1074
OWN-OPR/CO-DRI-OVERDRAW
3,290.62
1060
ACCOUNTS REC OTHER
22,157.13
Subtotal [4213] Other Receivables
37,572.65
Total [4210] Receivables 4,35 ,029.06
Group : [4410] Prepaid Expenses
Subgroup e [4412] Prepaid Expenses
1090 PREPAID TAXES ES
0.00
10911 PREPAID M & A EXPENSES
320,361.95
1092 PREPAID LICENSES
303,054.07
1570 PREPAID INSURANCE
0.00
Subtotal [4412] Prepaid Expenses
1,123,916,02
Total [4410] Prepaid Expenses
1,123,916.02
Group : [4510] Other Current Assets
Subgroup o [4512] Other Current Assets
1075 INTER COMPANY TRANSFER
0.00
1575 WORKERS COMP
0.00
1905 ADDITIONAL ASSETS
0.00
1910 DEPOSITS
0.00
1920 BUILDING CONSTRUCTION CO.
0.00
1990 OTHER ASSETS -ESTIMATED
0.00
Subtotal [4512] Other Current Assets
0.00
Total [4510] Other Current Assets 0.00

Group : [4610] Property 6 Equipment
Subgroup o [4615] Furniture & Fixtures
1560 OFFICE EQUIPMENT 169,044.74
1565 OFC EQUIP -OTHER 0.00
1535 OFFICE EQUIP LARGE OFO 'I 0.00
Subtotal [4615] Furniture & Fixtures -- 169,044.74_
Subgroup o [4616] Trucks & Trailers
1522 TRAILERS 19,532,757.03
1522-01 TRAILERS - DRY VAN 2,235,263.00
1530 TRACTORS 22,643,963.68
Subtotal [46,16] Trucks & Trailers 44,461,988.76
Subgroup a [4617] Machinery & Equipment
1523 FREIGHTHOUSE EQUIPMENT
76,590.50
1524 UNION CITY EQUIPMENT
22,687.98
1533 COMPANY CARS/TRUCKS
342,902.99
1535 SHOP EQUIPMENT
45,663.28
1530 OTHER EQUIPMENT
0.00
1533 QUALCOMM SATELLITE EQUIP
0.00
1930 NRW BUILDING EQUIPMENT
0.00
Subtotal [4617] Machinery & Equipment
487,844.75
Subgroup: [4619] Buildings
1520 BUILDING
909,350.82
Subtotal [4613] Buildings
909,350.82
�
Subgroup e [4640] Accumulated Depreciation
1590 RESERVE FOR DEPRECIATION
(36,743,035.72)
Subtotal [4640] Accumulated Depreciation
(36,743,03 .72)
Subgroup m [4660] Land
1510 LAND
65,610.00
1515 LAND IMPROVEMENTS
51,503.00
Subtotal [4660] lend
117,113.00
Total [4610] Property & Equipment 9,402,3 6.35
Group : [4710] Intangibles & Other Assets
Subgroup: [4711] Goodwill
1525 GOODWILL - JLJ SPOTTING SVC 0.00
Subtotal [4711] Goodwill Oo00
Total [4710] Intangibles 1L Other Assets 0.00
Group: [5110] Payables
Subgroup a [5111] Accounts Payable
2011
ACCOUNTS PAYABLE -VENDORS
(59,539.00)
2012
ACCOUNTS PAYABLE -OWNER
0.00
2013
ACCOUNTS PAYABLE-COMDATA
0.00
2014
ACCOUNTS PAYABLE -CARRIER
0.00
2015
ACCOUNTS PAYABLE -EMPLOYEE
0.00
2016
ACCOUNTS PAYABLE - T-CHECK
(29,067.00)
2090
OTHER CURRENT LIABILITIES
0.00
Subtotal [5111] Accounts Payable
(8,606.00)
1119/201 5
9.133 AM
2 of 9

1119/2015
9: 33 AM
Subgroup � [5113] Cash overdraft
1992 BANK OVERDRAFT 0.00
Subtotal [5113] Cas0 overdraft �-- _ 0A0
Subgroup . E51141 Equipment Payable
2065 EQUIPMENT PAYABLE 0.00
Subtotal E5114] Equipment Payable O.00
Total [5110] Payables (88,606.00)
Group: [5210( Accrued Expenses
Subgroup o (5211] Accrued Expenses
2010
ACCRUED PTO - OFFICE
(5,985.00)
2019
ACCRUED PTO - DRIVERS
(73,225.00)
2020
FICA WITHHELD
0.00
2021
STATE WITHHELD
0.00
2022
SC STATE WITHHELD
0.00
2023
MS STATE WITHHOLDING
0.00
2025
OR STATE WITHHOLDING
0.00
2026
IL STATE WITHHELD
0.00
2027
OHIO STATE WITHHELD
0.00
2023
WITHHOLDING
0.00
2029
ON STATE WITHHELD
0.00
2030
WITHHOLDING
0.00
2040
FEDERAL TAX WITHHELD
0.00
2045
401-K CONTRIBUTIONS
0.00
2050
FED UNEMPLOYMENT TAX
0.00
2060
STATE UNEMPLOYMENT TAX
0.00
2061
SC STATE UNEMPLOYMENT TAX
0.00
2062
TN STATE UNEMPLOYMENT TAX
0.00
2063
TX STATE UNEMPLOYMENT TAX
0.00
2064
MS STATE UNEMPLOYMENT TAX
0.00
2065
OK STATE UNEMPLOYMENT TAX
0.00
2066
IL STATE UNEMPLOYMENT
0.00
2067
OHIO STATE UNEMPLOYMENT
0.00
2070
WORKERS COMPENSATION PAY
0.00
2030
UNAPPLIED OPEN CREDIT
(540,704.04•)
2063
ADD VALOREM TAX
0.00
2036
TRACTOR SALE
0.00
2037
TAHOE SALE- GERALD EDGE
0.00
2033
SALE OF PICKUP - BRYAN
0.00
2069
TRUCK-SALE-DONALD LEWIS
0.00
2091
TRUCK SALE WALTER BAREFOOT
0.00
2535
LOAN - JLJ SPOTTING SVC
0.00
2650
ACCRUED INTEREST PAYABLE
0.00
2990
OTHER LIABILITIES
0.00
2991
BOND-OWNER-OPR
0.00
2992
GARNISHMENT OF WAGES
0.00
2995
HOLIDAY PAY
0.00
Subtotal �5211] Accrued Expenses
(624,914.04)
Subgroup a
(5212] Accrued Wages Payable
2017
ACCRUED WAGES PAYABLE
(108,212.10)
Subtotal [5212] Accrued Wages Payable
(108,212.10)

Subgroup = [6213] Retirement Plan Payable
2075 RETIREMENT PLAN PAYABLE _ 0.00
Subtotal [5213] Retirement Plan Payable 0.00
Subgroup. [5214] Federai Excise Tax Payabie
2034 FET PAYABLE 0.00
Subtotal [5214] Federal Excise Tax Payable 0.00
Total [5210] Accrued Expenses (733,126.14)
Group: [5310] Long -Terra Debt
Subgroup o [5312] Long -Tern Debt
2510
BUILDING MORTGAGE
0.00
2520
NOTES/TRACTORS
0.00
2590
LOANS FROM SHAREHOLDERS
0.00
2595
STOCKHOLDER LOAN
0.00
2596
INTER COMPANY TRANSFER
0.00
2615
LOAN FROM SHAREHOLDER
0.00
2616
ACCRUED STOCKHOLDER INTEREST
0.00
2620
LOAN RBC
0.00
2625
STOCK HOLDER LOAN CONSOL
0.00
2626
OTHER STOCKHOLDER LOAN
0.00
2630
STOCKHOLDER LOAN - DOUG TAYLOR
0.00
2635
BBT LOAN
0.00
2640
LOAN BB&T
0.00
2645
LOAN BB&T TRKS
0.00
2647
BANK OF AMERICA CREDIT LINE
0.00
Subtotal [5312] Long -Term Debt
0.00
Total [5310] Long -Tara Debt 0.00
Group : [6110] Equity
Subgroup o [6111] Common Stock
3100 CAPITAL STOCK (25,000.00)
Subtotal [6111] Common Stock (25,000.00)
Subgroup e [112] Additional Paid in Capital
3500 ADDITIONAL PAID -IN CAPITAL
(9,723,199.56)
Subtotal [6112] Additional Paid in Capital
(9,723,199.66)
Subgroup o [6113] Retained Earnings
3300 RETAINED EARNINGS
(11,237,055.47)
3400 SHAREHOLDERS DISTRIBUTIONS
7,412,952.00
Subtotal [6113] Retained Earnings
(3,824,103.47).
Total [6110] Equity
(13,57 ,303,03)
Group : [7110] Sales
Subgroup a [7120] Credit Sale
4000
Revenue
(927,671.17)
4000-01
REVENUE - DRY
(59,989.76)
4000-02
REVENUE - BUL
(14,319.75)
4000-03
REVENUE - BROKERAGE
(12,983.20)
4100
REVENUE
(3,067.00)
4100-00
BROKER OPERATIONS
0.00
4100-01
BROKER OPERATIONS
(136,414.43)
1 /19/2015
9:33 AM
am

1 /19/2015
9:33 A to
4100-03
BROKER OPERATIONS
(1,235,809.12)
4101
BROKER OPERATIONS
0.00
4110
OWNER OPERATOR INCOME
0.00
4200-00
TRUCK OPERATIONS
0.00
4200-01
TRUCK OPERATIONS - DRY
(17,346,396.91)
4200-02
TRUCK OPERATIONS - CARBON BLACK
(10,041,870.51)
4200-03
TRUCK LOAD/OPC SILICA
(13,234.26)
4250
TRUCK OPS/CARBON BLACK
0.00
4260
SPOTTING SERVICE
0.00
4805
FUEL SURCHARGE
(8,312.49)
4805-01
FUEL SURCHARGE: DRY
(4,888,893.65)
4805-02
FUEL SURCHARGE: BUL
(2,508,606.80)
4805-03
FUEL SURCHARGE
(352,010.30)
8013
INS CLAIM RECOVERY ACCID
(149,569.14)
8066
T-CHECK EXPRESS CHECKS
0.00
9195
OTHER INCOME
_ 0.00
Sub1®1M [7120] Credlt Safes
(37,754,148A9]
Total [7110] Sales
(37,7 4,148.49)
Group : [7210]
Cost o1 Sales
Subgroup o (7220]
COS - Purchases
4810
COMCHECK FEES
0.00
5100
TRUCK EXPENSE -CARRIER
3,598.00
5100-01
TRUCK EXPENSE -BROKER, CARRIER
141,173.67
5100-02
TRUCK EXPENSE - CARRIER
3,587.50
5100-03
TRUCK EXPENSE - CARRIER
1,298,602.52
5220
OWNER -OPERATORS
(11,039.56)
5220-01
OWNER -OPERATORS: DRY
15,658.95
5220-02
OWNER -OPERATORS: BUL
609,899.31
5230
DRIVERS' WAGES
0.00
5500
COMMISSIONS
0.00
5600
DISCOUNTS
0.00
5900
OTHER TRUCK EXPENSES
0.00
6001
WAGES - HOLIDAY PAY
84,210.00
6005
DRIVER INCENTIVE BONUS
0.00
6010
DRIVER'S WAGES
13,559.61
6010-01
DRIVER'S WAGES: DRY
4,469,629.16
6010-02
DRIVER'S WAGES: BUL
1,675,988.89
6010-03
DRIVER'S WAGES - BROKERAGE
(4,665.64)
6012
DRIVER'S WAGES - UCT
0.00
6012-01
DRIVER'S WAGES - UCT: DRY
68,721 AS
6012-02
DRIVER'S WAGES - UCT: BUL
35,182.30
6015
WAGES -MECHANICS -CHOP
353,121.34
6016
WAGES-MECHANICS-CHOP-UCTN
170,694.82
6020
WAGES -SHOP -SALARY
0.00
6022
TERMINAL MGR - UCT
0.00
6023
DOCK SUPERVISOR - UCT
0.00
6050
GROUP INSURANCE
341,842.44
6050-01
GROUP INSURANCE: DRY
(244,218.85)
6050-02
GROUP INSURANCE: BUL
(67,385.01)
6060
WORT= MAN'S COMPENSATION
0.00
6060-02
WORK AN`S COMPENSATION: BUL
(2,885.76)
6065
DRIVER MEDICAL TEST
(179.50)
6065-01
DRIVER MEDICAL TEST: DR`(
(10,695.00)
6065-02
DRIVER MEDICAL TEST: BUL
(562.50)

U19/2015.
9:33 AM
7010
WAGES -SALES
634.19
7015
WAGES - SALES - UCT
6,669.43
7020
PAYROLL TAXES &; FRINGES
(26,332.79)
7025
SALES & MKTING - CONTRACT &
0.00
7025-02
SALES & MITTING - CONTRACT SVCS
26,153.19
7030
TRAVEL
9,066.66
7060
GAS & OIL
14,259.55
7070
MAINTENANCE
1,241.95
7094
COLLISION INSURANCE
0.00
8010
MAINTENANCE EXPENSE
0.00
8010-00
MAINTENANCE EXPENSE
0.00
8011
MAINTENANCE EXPENSE -OUTS
306,053.42
8011-02
MAINTENANCE EXPENSE -OUTSIDE
(66.79)
8012
SHOP SUPPLIES
67,291.54
8015
EQUIPMENT REPAIR EXPENSE
9,459.00
8015-01
EQUIPMENT REPAIR EXPENSE: DRY
(25,330.45)
8015-02
EQUIPMENT REPAIR EXPENSE: BUL
(2,916.32)
8016
PARTS
1,018,309.50
8016-01
PANTS: DRY
24,481.30
8016-02
PARTS: BUL
8,391.51
8017
TIRES &<TIRE REPAIR
366,019.89
8018
AUXILARY POWER UNITS
0.00
8020
TRACTOR RENTAL
118,905.98
8030
TRAILER RENTAL
3,085.42
8040
FUEL & OIL - SHOP SERV VEHICLES
10,937.32
8050
FUEL &Q OIL
10,359,236.58
8050-02
FUEL &g OIL: BUL
(267,034.54)
8051
DEF FLUID
39,090.09
8060
FUELTAXES
40,790.17
8065
COMDATA EXPRESS COMCHECK
0.00
8070
PERMITS, TOLLS, ETC.
280,616.4.0
8070-01
PERMITS, TOLLS, ETC.: DRY
45,551.91
8070-02
PERMITS, TOLLS, ETC.: BUL
10,535.38
8072
DOT EQUIP FINES
2,002.85
8072-01
DOT EQUIP FINES: DRY
(1,747.14)
8072-02
DOT EQUIP FINES: BUL
(626.44)
8073
LICENSES - TAGS - UCT
0.00
8074
LICENSES
16,329.91
8075
EQUIPMENT SALES T
(3,256.75)
8075-01
EQUIPMENT SALES TAX: DRY
0.00
8076
LINE -HAUL DRIVER LODGING
14,806.25
8079
Non deductible per diem
0.00
8080
HEAVY USE TAXES
122,938.68
8100
CARGO INSURANCE
0.00
8190
OTHER LINE HAUL EXPENSE
11,953.50
8195
MOBILE COMM TRACTORS
0.00
8195-01
MOBILE COMM TRACTORS: DRY
43,509.75
8195-02
MOBILE COMM TRACTORS: BUL
25,553.36
8196
SHOP SUPPLIES - UCT
0.00
9015
DRIVER RECRUITMENT COST
125,259.81
9015-01
DRIVER RECRUITMENT COST: DR`(
0.00
9015-02
DRIVER RECRUITMENT COST: BUL
0.00
9020
DEPRECIATION
8,205,775.91
9030
LOSS &2 DAMAGE
0.00
9040
UNLOADING COSTS
22,802.08
9045
LOADING SVC - UCT
202.00

1 /19/2015
9:33 AM
9052
TELEPHONE- UCT
7,594.13
9058
UTILITIES - UCT
17,002.44
9065
WATER - UCT
1,444.12
9075
FREIGHT, , PARTS & SUPPLIES
3,533.37
9075-01
FREIGHT, PARTS & SUPPLIES. DRY
657.88
9075-02
FREIGHT, PARTS & SUPPLIES. BUL
386.39
90811
OFFICE SUPPLIES - UCT
3,880.21
9081-01
OFFICE SUPPLIES - UCT: DRY
0.00
9082
VAN/EDI COST
6,879.79
9086
RAND MCNALLY MILEAGE
1,100.00
9092
PROPERTY T ES - UCT
37,468.00
9112
BUILDING & GROUNDS - UCT
42,252.69
SubtotM [7220] COS - Purchases
30,096,640.46
T otai [7210] Cost of Sales 30,0 6,640.46
Group : [7310] Operating Expenses
Subgroup o [73301 Generai & Administrative Expenses
6013
SECURITY GUARDS - UCT
0.00
6025
OFFICER SALARY
76,457.14
6026
OFFICER STAFF
0.00
6030
CLERICAL WAGES
486,062.82
6032
CLERICAL WAGES - UCT
13,501.80
6035
CLERICAL WAGES -TEMPORARY
0.00
604.0
FICA PAYROLL EXPENSE
1,487.17
6040-01
FICA PAYROLL EXPENSE: DRY
438,304.82
6040-02
FICA PAYROLL EXPENSE: BUL
107,951.86
604.1
FED UNEMPLOYMENTTAX
116.65
6041-01
FED UNEMPLOYMENT TAX: DRY
10,004.66
6041-02
FED UNEMPLOYMENT TAX: BUL
1,986.32
6042
STATE UNEMPLOYMENT TAX
359.01
6042-01
STATE UNEMPLOYMENT TAX: DRY
64,191.12
6042-02
STATE UNEMPLOYMENT TAX: BUL
10,673.03
6045
GROUP INSURANCE CLAIMS
637,103.67
6055
RETIREMENT CONTRIBUTION
0.00
6070
LIFE INSURANCE
24,840.00
6071
DISABILITY INS -PRE-TAX
0.00
6090
OTHER WAGE & SUPERVISION
0.00
7040
ENTERTAINMENT
1,127.79
7050
LEASE PAYMENTS
0.00
7075
REIMBURSEMENT -MILEAGE
785.41
7080
OTHER CAR EXPENSE
1,526.30
7090
LIABILITY INSURANCE
0.00
7095
SALES AIDS
13,515.80
7190
OTHER SALES EXPENSE
0.00
8055
COMDATA TRANSACTION FEES
2.55
8063
OTHER TAX EXPENSE
0.00
8078
BUSINESS MEALS /PER DIEM
2,296.71
8078-01
BUSINESS MEALS/PER DIEM
1,559,707.36
8078-02
BUSINESS MEALS /PER DIEM
642,785.31
8078-03
BUSINESS MEALS & PER DIEM
221.46
8081
NC SALES TAX REFUNDABLE
10,699.00
8081-01
NC SALES TAX REFUNDABLE: DRY
0.00
8082
NC SALES TAX NONREFUNDABLE
0.00
8083
TN SALES TAX REFUNDABLE
6,007.70
8084
MS SALES TAX REFUNDABLE
0.00
7 of 9

/119/2015
9:33 AM
8085
SALES TAX REFUNDS
0.00
8090
LIABILITY INSURANCE
1,1 17,723.61
8090=01
LIABILITY INSURANCE-. DRY
0.00
8090-02
LIABILITY INSURANCE: I3UL
(12,084.32)
8190-01
OTHER LINE HAUL EXPENSE: DRY
(1,078.69)
8190-02
OTHER LINE HAUL EXPENSE: BUL
(360.00)
9010
FACILITIES RENT
12,687.50
9050
TELEPHONE
7,695.57
9060
UTILITIES
32,156.2
9060-01
UTILITIES: DRY
0.00
9060-02
UTILITIES: SUL
0.00
9061
NATURAL GAS
16,271.24
9062
REFUSE DUMPSTER
3,136.61
9063
LINEN SERVICE
0.00
9063-01
LINEN SERVICE: DRY
(3,868.00)
9064
WATER
975.52
9070
COMPANY INSURANCE
0.00
9080
OFFICE SUPPLIES
22,575.94
9080-02
OFFICE SUPPLIES: EUL
25.00
9085
COMPUTER SUPPORT
78,512.17
9085-01
COMPUTER SUPPORT: DRY
0.00
9085-02
COMPUTER SUPPORT: EUL
0.00
9087
DUES & MEMBERSHIPS
13,136.02
9090
PROPERTY TAXES
74,077.85
9100
BAD DEBT
56,280.71
9110
BUILDING & GROUND REPAIR
85,047.84
9110-01
BUILDING & GROUND REPAIR: DRY
997.61
9110-02
BUILDING & GROUND REPAIR: EUL
585.90
9125
BANK CHARGES
(1,095.71)
9190
OTHER EXPENSES
86,423.98
9190-01
OTHER EXPENSES: DRY
0.00
9190-02
OTHER EXPENSES: PUL
0.00
9196-01
OTHER EXPENSES - M & A
0.00
Subtotal [7330] General & Administrative Expenses
5,701,538.09
Total [7310) Operating Expenses 5,701,538.09
Gaup : [7510) Other Income & Expense
Subgroup : [75111 Interest Income
4800 INTEREST INCOME 0.00
Subtotal [7511] Interest Income 0.00
Subgroup n [7512] Interest Expense
9120 INTEREST EXPENSE 0.00
Subtotal [7512] Interest Expense 0.00
wnjj��nmvmmzl.
4900
OTHER INCOME
0.00
4900-01
OTHER INCOME: DRY
0.00
4900-02
OTHER INCOME: EUL
(42.00)
9500
UNRECONCILED
5,044.82
Subtotal [7620]
Other Income
5,002.82
Subgroup: [7513] Galn/Loss on Sale
4.895
(GAIN) LOSS ON ASSET SALE
(287,083.64)
4895-01
(GAIN) LOSS ON ASSET SALE: D
0.00

ubto,W [7613� Gain/doss on Sale _. (287,083.64)
T ota� (7610] Other lneome & Expense (282,080.82)
Sum of Account Groups U0
Net (income) Loss (2,238,060.76)
1/19/2015
9:33 AM
am

Exhibit, C
Sample Calcuiation of Net Assets Amount Based on December 31, 2014 Baiance Sheet
LiabiRies
Net Assets Amount 46, ,662