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EXECUTION VERSION
<br /> ASSET PURCHASE AGREEMENT
<br /> This Asset Purchase Agreement (this "Agreement") is entered into as of May 22, 2024 (the
<br /> "Closing Date"), by and among Oldcastle SW Group, Inc., a Colorado corporation ("Buyer"), on the one
<br /> hand, and Precision Excavating, Inc., a Colorado corporation (the"Company"), and David S. Zehner and
<br /> Maureen Zehner(the "Shareholders" and each a"Shareholder" and collectively with the Company, the
<br /> "Sellers"and each a"Seller")on the other hand,and David S. Zehner as Sellers' Agent.
<br /> RECITALS
<br /> A. The Company conducts the business of mining, extracting, processing, manufacturing,
<br /> delivering and selling sand,gravel,rip-rap and other processed and unprocessed aggregate materials in and
<br /> around Steamboat Springs, Colorado (the "Business"), and Sellers own certain assets used in the conduct
<br /> and operation of the Business.
<br /> B. Sellers desire to sell certain assets of the Business,and assign certain rights and obligations
<br /> in connection with the Business, and Buyer desires to purchase such assets and assume such rights and
<br /> obligations.
<br /> C. Shareholders own all of the issued and outstanding equity interests of the Company.
<br /> D. In addition to the Business,the Company provides excavation and construction services in
<br /> and around Steamboat Springs,Colorado(such business,the"Retained Business"). Sellers are not selling,
<br /> and Buyer is not purchasing,the Retained 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 the Business set forth in this Agreement, including those items set forth below (the
<br /> "Assets"), free and clear of all encumbrances or other adverse claims of any kind or nature whatsoever,
<br /> including all liens, charges, security interests, mortgages, pledges, conditional sale agreements, title
<br /> retention agreements, options, rights of refusal, leases, unpaid purchase price obligations and restrictions
<br /> (including any restriction on the voting of any security, any restriction on the transfer of any asset, any
<br /> restriction on the receipt of any income derived from any asset, any restriction on the use of any asset,any
<br /> restriction on the possession,exercise or transfer of any other attribute of ownership of any asset,any lease
<br /> in the nature thereof and any filing of or agreement to give any financing statement under the Uniform
<br /> Commercial Code(or equivalent statute of any jurisdiction))(collectively,"Encumbrances"):
<br /> (i) All of the fixtures, fixed assets, machinery, equipment, rolling stock, tools,
<br /> furniture, pallets, phones, supplies, , and all other raw or non-resale materials and items, spare parts, and
<br /> other items of personal property (other than stone, sand, gravel and other aggregates included in the
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