NCG140073_Name-Owner Change Supporting Info_20250221

B ILL 0 FSALE,ASSIG NVIENT AND ASSUMPTIO NAG DEMENT
T his BILL OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT (the
"Agreem ant") is m ale and given as of February 14, 2025 by ARGOS USA LLC (the "Seller") to
CONCRETE SUPPLY CO., LLC (the "Purchaser").
H W EREAS, pursuant to an Asset Purchase Agreem ant of even date herewith by and
am mg Seller, Purchaser, and solely for the lim red purpose as described therein, Sum mti
M aterials, LLC (the "Purchase Agreem ant"), Seller has agreed to sell and transfer, and Purchaser
has agreed to purchase and acquire certain assets and assum ecertain obligations of Seller relating
to the Business, on the term sand conditions of the Purchase Agreem aft.
N OW,THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby expressly acknowledged, the parties hereto do hereby agree as follows:
1. D efinitions. Capitalized term sused but not defined herein shall have the sam em'zonings
give to such term sin the Purchase Agreem alt.
2. T ransferred Assets. Seller does hereby sell, transfer, assign, convey and deliver to
Purchaser the entire right, title and interest of Seller, if any, in, to and under all of the Transferred
Assets (but excluding any Excluded Assets), other than the Transferred Assets sold, transferred,
assigned, or conveyed by any Other Assignm ant Agreem ant(as defined below),the sale, transfer,
assignm ant, and conveyance of which shall be governed by such Other Assignm ant Agreem mt.
3. E ffective Tim e The effective tim eof the transfer of the Transferred Assets and assum ftion
of the Assum al Liabilities shall be the Effective Tim e
4. N o Liens; Title. Except as otherwise provided in the Purchase Agreem ant, Seller hereby
conveys the Transferred Assets to Purchaser free and clear of all Liens other than Perm tted Liens.
5. A ssum ftion of Assets. Seller does hereby assign, delegate, and transfer to the Purchaser
all of its right, title and interest in and to the Assum al Liabilities, and Purchaser hereby accepts
and assumes all of the Assum ed Liabilities and agrees to pay, discharge and perform the
obligations thereunder.
6. 0 ther Assignm ant Agreem ants. Seller and Purchaser have entered into certain specialty
warranty deeds with respect to the Owned Real Property, and certain consents to assignment with
respect to certain Leased Real Property(each an"Other Assignm ant Agreem air"and collectively,
the "Other Assignm ant Agreem ants"). Seller and Purchaser agree that nothing contained within
any Other Assignm ent Agreem ant shall m olify the term s or scope of Purchaser's assum Rion of
the Assumed Liabilities as set forth in this Agreem ant, and, notwithstanding anything to the
contrary set forth in any Other Assignm ant Agreem ant, Seller's assignm ant of the Transferred
Assets and Purchaser's assum ftion of the Assum al Liabilities is subject to the lim rations set forth
in the Purchase Agreem ant.
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7. D isclaim ar. The parties acknowledge and agree that Seller has not m ale and will not make
any representations or warranties of any kind whatsoever, oral or written, express or im flied,with
respect to any of the Transferred Assets except as expressly set forth in the Purchase Agreem ait.
Nothing contained herein shall be deem al to alter, m odify, expand or dim Wish the term s and
provisions set forth in the Purchase Agreem ant, including the representations, warranties and
covenants of the parties thereto contained therein. If any provision of this Agreem ant conflicts
with any provision of the Purchase Agreem aft, then such provision of the Purchase Agreem ant
will control.
8. B enefit. This Agreem aft is m ale for the benefit of Purchaser and Seller and the provisions
of this Agreem ant m w be enforced by any of them. This Agreem ant shall be binding upon and
inure to the benefit of the parties' respective successors and assigns.
9. E xecuted Counterparts. Each executed copy of this Agreem aft shall be deem al to be an
original. Different copies may be executed by Purchaser and Seller, and all executed copies shall
be treated as one and the sam eAgreem alt.
10. H eadings. Headings at the beginning of the various sections of this Agreem ait are for
convenience of reference only and shall not affect the term sof this Agreem ant.
11. G overning Law. This Agreem ant shall be governed by the laws of the State of North
Carolina, without regard to the conflicts of laws provisions thereof.
12. A mendm ait. No am afdm aft or m cdification of this Agreem aft shall be effective unless
it is set forth in writing and signed by all parties hereto.
[Reminder of Page Intentionally Left Blank.]
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Docusign Envelope ID: D6FAFE83-A7E8-4C66-8888-EAFCC1777505
IN WITNESS WHEREO F, the parties have caused this Agreem ait to be executed by
their duly authorized officers, on this the date first above written.
SELLER:
ARGOS USA LLC
By: V414 3otu..S
Nam e David i Jdnes
Title: Chief Financial Officer
PURCHASER:
CONCRETE SUPPLY CO., LLC
By:
Nam e
Title:
[Signature Page to Bill of Sale,Assignment and Assumption Agreement]

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their duly authorized officers, on this the date first above written.
SELLER:
ARGOS USA LLC
By:
Name:
Title:
PURCHASER:
CONCRETE SUPPLY CO., LLC
By: / L
Name/`7
Title.
[Signature Page to Bill of Sale, Assignment and Assumption Agreement]