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ASSET PURCHASE AGREEMENT
<br /> This Asset Purchase Agreement (this "Agreement') is entered into as of March 31, 2022 (the
<br /> "Closing Date"), by and among Oldcastle SW Group, Inc., a Colorado corporation ("Buyer"), on the one
<br /> hand,ESCO Sand&Gravel LLC,a Colorado limited liability company d/b/a Granby Sand& Gravel, LLC
<br /> (the "Company"), ESCO Construction Co., a Colorado corporation ("ESCO Construction" and together
<br /> with the Company, the "Sellers" and each a"Seller"), and Gabe Wallace and Eric Clark("Beneficiaries"
<br /> and each a"Beneficiary"),on the other hand.
<br /> RECITALS
<br /> A. The Company is in the business of mining, extracting, processing, producing,
<br /> manufacturing, hauling, supplying, delivering, and selling sand, gravel, rip-rap and other processed and
<br /> unprocessed aggregate materials in and from Grand County, Colorado(the"Business").
<br /> B. Sellers own certain assets used in the conduct and operation of the Business.
<br /> C. Beneficiaries own all of the membership interests of the Company and 87% of the issued
<br /> and outstanding capital stock of ESCO Construction.
<br /> D. Sellers desire to sell and assign to Buyer, and Buyer desires to purchase and assume from
<br /> Sellers,substantially all of the assets and certain specified rights,obligations,and liabilities of the Business.
<br /> In consideration of the representations, warranties, covenants, and agreements contained herein,
<br /> the adequacy of which is hereby acknowledged,the parties agree as follows:
<br /> ARTICLE I
<br /> TRANSACTION& CLOSING
<br /> SECTION 1.01. Transactions. The transactions contemplated by this Agreement and the Related
<br /> Instruments(collectively,the"Transactions")are:
<br /> (a) Except for the Excluded Assets, Sellers shall, in accordance with the terms and conditions
<br /> of this Agreement, sell, assign, convey, and otherwise transfer to Buyer, or cause to be sold, assigned,
<br /> conveyed, or otherwise transferred to Buyer, all right, title and interest in, to and under the assets, rights,
<br /> and properties of every kind, whether tangible or intangible, real or personal, used in, related to, held for
<br /> use in, or necessary for the conduct of the Business (the "Assets"), free and clear of all encumbrances or
<br /> other adverse claims of any kind or nature whatsoever, including all liens, charges, security interests,
<br /> mortgages, pledges, conditional sale agreements, title retention agreements, options, rights of refusal,
<br /> leases, unpaid purchase price obligations and restrictions (including any restriction on the voting of any
<br /> security, any restriction on the transfer of any asset, any restriction on the receipt of any income derived
<br /> from any asset,any restriction on the use of any asset,any restriction on the possession,exercise,or transfer
<br /> of any other attribute of ownership of any asset,any lease in the nature thereof and any filing of or agreement
<br /> to give any financing statement under the Uniform Commercial Code (or equivalent statute of any
<br /> jurisdiction)) (collectively, "Encumbrances") other than Permitted Encumbrances (as defined in Section
<br /> 3.07(a)), including the following Assets:
<br /> (i) All of the fixtures, fixed assets, vehicles, machinery, equipment, rolling stock,
<br /> tools, furniture, pallets,phones, computers and computer equipment, supplies, spare parts, and other items
<br /> of personal property used, or held for use, in the Business, whether or not recorded,on the books of the
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