NCG140130_Name-Owner Change Supporting Info_20260616

BILL OF SALE,ASSIGNMENT AND ASSUMPTION AGREEMENT
This BILL OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT (the
"Agreement") is made and given as of February 14, 2025 by ARGOS USA LLC (the "Seller") to
CONCRETE SUPPLY CO., LLC (the "Purchaser").
WHEREAS, pursuant to an Asset Purchase Agreement of even date herewith by and
among Seller, Purchaser, and solely for the limited purpose as described therein, Summit
Materials, LLC (the "Purchase Agreement"), Seller has agreed to sell and transfer, and Purchaser
has agreed to purchase and acquire certain assets and assume certain obligations of Seller relating
to the Business, on the terms and conditions of the Purchase Agreement.
NOW, 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. Definitions. Capitalized terms used but not defined herein shall have the same meanings
give to such terms in the Purchase Agreement.
2. Transferred 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 Assignment Agreement(as defined below),the sale, transfer,
assignment, and conveyance of which shall be governed by such Other Assignment Agreement.
3. Effective Time. The effective time of the transfer of the Transferred Assets and assumption
of the Assumed Liabilities shall be the Effective Time.
4. No Liens; Title. Except as otherwise provided in the Purchase Agreement, Seller hereby
conveys the Transferred Assets to Purchaser free and clear of all Liens other than Permitted Liens.
5. Assumption of Assets. Seller does hereby assign, delegate, and transfer to the Purchaser
all of its right, title and interest in and to the Assumed Liabilities, and Purchaser hereby accepts
and assumes all of the Assumed Liabilities and agrees to pay, discharge and perform the
obligations thereunder.
6. Other Assignment Agreements. 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 Assignment Agreement"and collectively,
the "Other Assignment Agreements"). Seller and Purchaser agree that nothing contained within
any Other Assignment Agreement shall modify the terms or scope of Purchaser's assumption of
the Assumed Liabilities as set forth in this Agreement, and, notwithstanding anything to the
contrary set forth in any Other Assignment Agreement, Seller's assignment of the Transferred
Assets and Purchaser's assumption of the Assumed Liabilities is subject to the limitations set forth
in the Purchase Agreement.
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7. Disclaimer. The parties acknowledge and agree that Seller has not made and will not make
any representations or warranties of any kind whatsoever, oral or written, express or implied,with
respect to any of the Transferred Assets except as expressly set forth in the Purchase Agreement.
Nothing contained herein shall be deemed to alter, modify, expand or diminish the terms and
provisions set forth in the Purchase Agreement, including the representations, warranties and
covenants of the parties thereto contained therein. If any provision of this Agreement conflicts
with any provision of the Purchase Agreement, then such provision of the Purchase Agreement
will control.
8. Benefit. This Agreement is made for the benefit of Purchaser and Seller and the provisions
of this Agreement may be enforced by any of them. This Agreement shall be binding upon and
inure to the benefit of the parties' respective successors and assigns.
9. Executed Counterparts. Each executed copy of this Agreement shall be deemed to be an
original. Different copies may be executed by Purchaser and Seller, and all executed copies shall
be treated as one and the same Agreement.
10. Headings. Headings at the beginning of the various sections of this Agreement are for
convenience of reference only and shall not affect the terms of this Agreement.
11. Governing Law. This Agreement shall be governed by the laws of the State of North
Carolina, without regard to the conflicts of laws provisions thereof.
12. Amendment. No amendment or modification of this Agreement 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 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: V414 3otu..S
Name: David T. Jones
Title: Chief Financial Officer
PURCHASER:
CONCRETE SUPPLY CO., LLC
By:
Name:
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: / t/
Name __�
Title.
[Signature Page to Bill of Sale, Assignment and Assumption Agreement]