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cICK P4 M - 1g7c1- 103 <br /> Oldcastle SW Group,Inc. <br /> 2273 River Road Grand <br /> Junction, CO 81505 <br /> July 29, 2025 <br /> Ladies and Gentlemen: <br /> I serve as internal transactions counsel to Oldcastle SW Group, Inc. This letter is provided <br /> to clarify the structure and outcome of a transaction (the "Transaction") whereby Oldcastle SW <br /> Group, Inc. ("Oldcastle") acquired Fremont Paving and Redi-Mix, Inc., a Colorado corporation, <br /> and certain affiliated business entities and subsequently merged the acquired entities with and into <br /> Oldcastle. <br /> Prior to the Transaction, Fremont Paving and Redi-Mix, Inc. operated under several <br /> registered "doing business as" names, including (i) All Rite Paving and Redi-Mix, Inc., (ii)Ary <br /> Corporation, and (iii)Hard Rock Paving and Redi-Mix, as documented in the Statements of Trade <br /> Name filed with the Colorado Secretary of State and attached hereto as Exhibit A. <br /> On July 19, 2024, Oldcastle acquired 100% of the stock or equity interests (as applicable) <br /> in the following companies (collectively, the "Acquired Entities"): <br /> 1. Fremont Paving and Redi-Mix, Inc., a Colorado corporation(d/b/a All Rite Paving and <br /> Redi-Mix, Inc.; d/b/a Ary Corporation; and d/b/a Hard Rock Paving and Redi-Mix) <br /> 2. A&S Construction Co., a Colorado corporation <br /> 3. Ary Brothers Trucking, Inc., a Colorado corporation <br /> 4. Crane Services of Colorado, Inc., a Colorado corporation <br /> 5. Pueblo East Phase III LLC, a Colorado limited liability company <br /> 6. Hwy 47 Investment LLC, a Colorado limited liability company <br /> The Stock Power transfer documents and the Membership Interest Assignment documents <br /> for the Acquired Entities reflecting the transfer of the equity of the applicable corporation or <br /> limited liability company of each are attached hereto as Exhibit B and Exhibit C, respectively. <br /> Subsequently, pursuant to the Statement of Merger filed and stamped by the Colorado <br /> Secretary of State on July 22, 2024 (attached hereto as Exhibit D), each of the Acquired Entities <br /> merged with and into Oldcastle. As a result of the merger, all assets, rights, properties, and <br /> contractual interests of the Acquired Entities, including permits, leases, and real property interests, <br /> became the assets and obligations of Oldcastle by operation of law. <br />