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BILL OF SALE

Pinnacle Metal Fabricators LLC to Nexford Industrial Holdings Inc.

October 24, 2023

This BILL OF SALE (this "Bill of Sale") is delivered as of October 24, 2023, by Pinnacle Metal Fabricators LLC, an Indiana limited liability company ("Seller"), to Nexford Industrial Holdings Inc., a Delaware corporation ("Buyer").

This Bill of Sale is delivered pursuant to that certain Asset Purchase Agreement, dated as of September 5, 2023 (the "Asset Purchase Agreement"), by and among Buyer, Seller, and Gerald T. Brennan, Sandra L. Brennan, and Derek J. Kopp, individually as the Members of Seller (collectively, the "Members"). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Asset Purchase Agreement.

RECITALS

WHEREAS, Seller is an Indiana limited liability company with its principal office at 1127 Industrial Parkway, Hammond, IN 46320, engaged in the business of custom metal fabrication, including the design, engineering, fabrication, finishing, and installation of structural steel, miscellaneous metals, and specialty metal products for commercial, industrial, and infrastructure applications; and

WHEREAS, Buyer is a Delaware corporation with its headquarters at 4200 West Lake Shore Drive, Suite 800, Chicago, IL 60604, organized for the purpose of, among other things, acquiring and operating industrial fabrication and manufacturing businesses; and

WHEREAS, pursuant to the Asset Purchase Agreement dated September 5, 2023, Seller has agreed to sell, convey, assign, transfer, and deliver to Buyer, and Buyer has agreed to purchase and acquire from Seller, substantially all of the assets of Seller constituting the Acquired Assets (as defined in the Asset Purchase Agreement), upon the terms and subject to the conditions set forth therein; and

WHEREAS, the execution and delivery of this Bill of Sale by Seller to Buyer is a condition precedent to the obligations of Buyer to consummate the transactions contemplated by the Asset Purchase Agreement at the Closing; and

WHEREAS, this Bill of Sale is being delivered on the Closing Date, October 24, 2023, pursuant to Section 3.2(a)(ii) of the Asset Purchase Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, Seller hereby agrees as follows:

SECTION 1 — TRANSFER AND CONVEYANCE OF ASSETS

Seller hereby sells, conveys, assigns, transfers, and delivers to Buyer, and Buyer's successors and assigns, all of Seller's right, title, and interest in and to all tangible personal property included in the Acquired Assets (as defined in Section 2.1 of the Asset Purchase Agreement), free and clear of all Liens other than Permitted Liens (each as defined in the Asset Purchase Agreement), effective as of the Closing Date.

Without limiting the generality of the foregoing, the tangible personal property conveyed hereby includes, but is not limited to, the following:

1.1 Machinery and Equipment

(a) Fourteen (14) CNC plasma and laser cutting machines, as more particularly described on Schedule A attached hereto and incorporated herein by reference, including all software, controllers, peripherals, and accessories installed thereon or used in connection therewith.

(b) Two (2) overhead bridge cranes, as more particularly described on Schedule A attached hereto and incorporated herein by reference, including all associated hoists, trolleys, pendant controls, electrical systems, and runway structures.

(c) All other fabrication, welding, machining, and manufacturing equipment, tools, dies, jigs, fixtures, molds, patterns, templates, and related accessories owned by Seller and used in or held for use in the operation of the business, as more particularly listed on Schedule A attached hereto, including without limitation brake presses, hydraulic shears, plate rolls, ironworkers, welding stations and positioners, grinding and finishing equipment, air compressors, blast and paint equipment, and quality inspection instruments.

1.2 Rolling Stock and Vehicles

(a) Eight (8) flatbed trucks, as more particularly described on Schedule B attached hereto and incorporated herein by reference, together with all installed equipment, toolboxes, racks, and accessories.

(b) Three (3) forklifts, as more particularly described on Schedule B attached hereto and incorporated herein by reference, together with all attachments, chargers, and related accessories.

(c) All other titled and untitled vehicles, trailers, and mobile equipment owned by Seller and used in or held for use in the operation of the business, as more particularly listed on Schedule B attached hereto, including without limitation utility trailers, boom trucks, and yard tractors.

1.3 Inventory.

All inventory of Seller as of the Closing Date, including without limitation all raw materials (including steel plate, structural shapes, pipe, tubing, bar stock, sheet metal, and fasteners), work-in-process, finished goods, packaging materials, consumables, spare parts, maintenance supplies, and other supplies, wherever located, including inventory located at the fabrication facility at 1127 Industrial Parkway, Hammond, IN 46320, and at any job sites, warehouses, staging areas, or third-party locations, whether held on consignment or otherwise, in each case as reflected on the inventory schedule prepared in connection with the physical inventory count conducted as of the Closing Date in accordance with Section 2.5 of the Asset Purchase Agreement.

1.4 Furniture, Fixtures, and Office Equipment

All office furniture, fixtures, computer hardware (including desktop computers, laptops, servers, networking equipment, printers, copiers, and scanners), telecommunications equipment (including telephone systems, mobile devices, and two-way radios), security systems, surveillance cameras, and all other tangible personal property owned by Seller and located at, or used in connection with, the operation of the business at the fabrication facility or any satellite or project offices of Seller.

1.5 Other Tangible Personal Property

All other tangible personal property of every kind and description owned by Seller and included in the Acquired Assets as defined in the Asset Purchase Agreement, whether or not specifically enumerated herein or on the attached Schedules, including without limitation signage, shop drawings, blueprints, physical records, manuals, catalogs, and samples, in each case to the extent constituting Acquired Assets under the Asset Purchase Agreement.

SECTION 2 — EXCLUDED ASSETS

Notwithstanding anything to the contrary contained herein, this Bill of Sale does not convey, and Seller expressly retains all right, title, and interest in and to, the Excluded Assets as defined in Section 2.2 of the Asset Purchase Agreement. Without limiting the generality of the foregoing, the Excluded Assets include, without limitation:

(a) All cash and cash equivalents of Seller, including the balances in all bank accounts and deposit accounts of Seller as of the Closing Date;

(b) All Member distributions receivable and declared but unpaid distributions to the Members;

(c) Certain pre-Closing tax refunds, credits, and overpayments owed to or receivable by Seller for taxable periods (or portions thereof) ending on or prior to the Closing Date;

(d) All personal vehicles titled to the Members individually, including without limitation those vehicles identified on Schedule 2.2(d) of the Asset Purchase Agreement;

(e) Seller's organizational documents, operating agreement, minute books, member records, tax returns, and other corporate or organizational records required to be retained by Seller under applicable law;

(f) All rights of Seller under the Asset Purchase Agreement, this Bill of Sale, and the other Transaction Documents; and

(g) Any other assets specifically designated as Excluded Assets under Section 2.2 of the Asset Purchase Agreement.

SECTION 3 — "AS-IS" CONDITION; NO ADDITIONAL WARRANTIES

The tangible personal property conveyed hereby is transferred "AS IS, WHERE IS," and, except as expressly set forth in the Asset Purchase Agreement, Seller makes no representations or warranties of any kind, express or implied, including without limitation any implied warranties of merchantability, fitness for a particular purpose, title, or non-infringement, with respect to any of the Acquired Assets conveyed by this Bill of Sale.

This Bill of Sale is not intended to, and shall not, expand, limit, supplement, or modify any of the representations, warranties, covenants, agreements, or indemnification obligations of any party set forth in the Asset Purchase Agreement. The representations and warranties of Seller with respect to the Acquired Assets are solely those contained in Article IV of the Asset Purchase Agreement, subject to the limitations, qualifications, and exceptions set forth therein, and shall not be deemed to be expanded, modified, or supplemented by any provision of this Bill of Sale.

In the event of any conflict or inconsistency between the terms and conditions of this Bill of Sale and the terms and conditions of the Asset Purchase Agreement, the terms and conditions of the Asset Purchase Agreement shall govern and control in all respects.

SECTION 4 — FURTHER ASSURANCES

Seller agrees to execute and deliver, from time to time after the date hereof, at Buyer's reasonable request and without further consideration, such additional instruments, documents, certificates, conveyances, bills of sale, endorsements, assignments, or other assurances, and to take such further actions, as may be reasonably necessary or desirable to confirm and assure the rights hereby conveyed or intended to be conveyed to Buyer, or to otherwise carry out the purposes and intent of this Bill of Sale and the Asset Purchase Agreement.

Without limiting the generality of the foregoing, Seller shall, and shall cause the Members to, cooperate fully with Buyer in connection with the transfer of certificates of title, registrations, and similar title documentation for any titled vehicles, mobile equipment, or other personal property conveyed hereunder, including the prompt execution and delivery of all applications for transfer of title, odometer disclosure statements, lien release documents, and other documents required by the applicable state department of motor vehicles or other governmental authority to effectuate such transfers. Any reasonable out-of-pocket costs and expenses incurred by Seller in connection with such cooperation shall be borne by Buyer to the extent provided in Section 7.4 of the Asset Purchase Agreement.

SECTION 5 — BINDING EFFECT; SUCCESSORS AND ASSIGNS

This Bill of Sale shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and assigns. Nothing in this Bill of Sale, express or implied, is intended to or shall confer upon any person other than the parties hereto and their respective successors and assigns any rights, remedies, obligations, or liabilities of any nature whatsoever.

SECTION 6 — GOVERNING LAW

This Bill of Sale shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. The selection of New York law as the governing law of this Bill of Sale is consistent with Section 11.8 of the Asset Purchase Agreement, and any dispute arising under or in connection with this Bill of Sale shall be subject to the dispute resolution and jurisdiction provisions set forth in the Asset Purchase Agreement.

SECTION 7 — COUNTERPARTS

This Bill of Sale may be executed in one or more counterparts, each of which when so executed and delivered shall be deemed to be an original, and all of which counterparts taken together shall constitute one and the same instrument. Delivery of an executed counterpart of this Bill of Sale by electronic transmission, including by portable document format (PDF) or other electronic means, shall be equally as effective as delivery of an original executed counterpart of this Bill of Sale, and any party delivering an executed counterpart by electronic transmission shall thereafter also deliver an original executed counterpart, but the failure to do so shall not affect the validity, enforceability, or binding effect of this Bill of Sale.

[Remainder of page intentionally left blank; signature page follows.]

SIGNATURE PAGE TO BILL OF SALE

IN WITNESS WHEREOF, Seller has executed and delivered this Bill of Sale as of the date first written above.

SELLER:

PINNACLE METAL FABRICATORS LLC, an Indiana limited liability company

By: ________

Name: Gerald T. Brennan

Title: Managing Member

Date: October 24, 2023

ACKNOWLEDGED AND ACCEPTED BY BUYER:

NEXFORD INDUSTRIAL HOLDINGS INC., a Delaware corporation

By: ________

Name: Marcus R. Haverford

Title: Chief Executive Officer

Date: October 24, 2023

SCHEDULE A

MACHINERY AND EQUIPMENT

The following is a listing of the machinery and equipment conveyed pursuant to the Bill of Sale, dated October 24, 2023, by Pinnacle Metal Fabricators LLC to Nexford Industrial Holdings Inc. All equipment is located at or associated with the fabrication facility at 1127 Industrial Parkway, Hammond, IN 46320 (approximately 48,000 square foot facility), unless otherwise noted below.

A. CNC Plasma and Laser Cutting Machines (14 units total)

B. Overhead Bridge Cranes (2 units)

C. Other Fabrication and Manufacturing Equipment

Note: Item numbers A-024, A-025, A-029, A-030, A-039, and A-041 represent quantities of like items. Detailed sub-listings of individual serial numbers for each unit within these categories are maintained in the asset register delivered to Buyer at Closing and are incorporated herein by reference.

SCHEDULE B

ROLLING STOCK AND VEHICLES

The following is a listing of the rolling stock, vehicles, and mobile equipment conveyed pursuant to the Bill of Sale, dated October 24, 2023, by Pinnacle Metal Fabricators LLC to Nexford Industrial Holdings Inc.

A. Flatbed Trucks (8 units)

B. Forklifts (3 units)

C. Other Vehicles and Mobile Equipment

Note: This Schedule B excludes all personal vehicles titled to the Members individually, which constitute Excluded Assets under Section 2.2(d) of the Asset Purchase Agreement. Certificates of title for all titled vehicles listed above shall be delivered to Buyer in accordance with Section 4 of this Bill of Sale and Section 3.2(a)(vi) of the Asset Purchase Agreement. Odometer disclosure statements, where required, have been executed and delivered separately.

[End of Schedule B]

[End of Bill of Sale]

Item No.	Description	Manufacturer / Make	Model	Serial Number	Year	Location
A-001	CNC Plasma Cutting Table, 6' x 12'	Westmark Holdings / Torchmate	TMC 4800	TM-4800-2019-07841	2019	Bay 1 — Main Fabrication Hall
A-002	CNC Plasma Cutting Table, 6' x 12'	Westmark Holdings / Torchmate	TMC 4800	TM-4800-2019-07842	2019	Bay 1 — Main Fabrication Hall
A-003	CNC Plasma Cutting Table, 8' x 20'	Pemberton Group	MetalMaster Xcel	MC-MMX-2020-14553	2020	Bay 2 — Heavy Plate Area
A-004	CNC Plasma Cutting Table, 8' x 20'	Pemberton Group	MetalMaster Xcel	MC-MMX-2020-14554	2020	Bay 2 — Heavy Plate Area
A-005	CNC Plasma Cutting Table, 5' x 10'	Crestline & Co. / MicroStep	MG Series 510	MS-MG-2017-09221	2017	Bay 3 — Light Fabrication
A-006	CNC Plasma Cutting Table, 5' x 10'	Crestline & Co. / MicroStep	MG Series 510	MS-MG-2017-09222	2017	Bay 3 — Light Fabrication
A-007	CNC Plasma Cutting Table, 10' x 40'	Cascade Corporation	Mastergraph MGM	KA-MGM-2021-22109	2021	Bay 2 — Heavy Plate Area
A-008	CNC Plasma Cutting Table, 10' x 40'	Cascade Corporation	Mastergraph MGM	KA-MGM-2021-22110	2021	Bay 2 — Heavy Plate Area
A-009	CNC Fiber Laser Cutting System, 6' x 12'	Aldermere Group	TruLaser 3030	TL-3030-2022-33671	2022	Bay 4 — Laser Cutting Center
A-010	CNC Fiber Laser Cutting System, 6' x 12'	Aldermere Group	TruLaser 3030	TL-3030-2022-33672	2022	Bay 4 — Laser Cutting Center
A-011	CNC CO2 Laser Cutting System, 5' x 10'	Penmark Corporation	Optiplex 3015	MO-OP-2018-55439	2018	Bay 4 — Laser Cutting Center
A-012	CNC Plasma Cutting Table, 6' x 24'	Meridian & Co.	Combirex DX	ES-CDX-2020-87123	2020	Bay 1 — Main Fabrication Hall
A-013	CNC Plasma Cutting Table, 6' x 24'	Meridian & Co.	Combirex DX	ES-CDX-2020-87124	2020	Bay 1 — Main Fabrication Hall
A-014	CNC Tube & Pipe Plasma Cutting System	HGG Group	SPC 2500	HGG-SPC-2021-04417	2021	Bay 5 — Pipe Fabrication
Item No.	Description	Manufacturer / Make	Model	Serial Number	Year	Capacity	Location
A-015	Overhead Bridge Crane, 60' span, top-running double girder	Vireo & Co.	CXT-60	KC-CXT-2016-21098	2016	20 Ton	Bay 2 — Heavy Plate Area
A-016	Overhead Bridge Crane, 50' span, top-running single girder	Adriatic Corporation / Northpoint Group	V-type	DT-VT-2014-18776	2014	10 Ton	Bay 1 — Main Fabrication Hall
Item No.	Description	Manufacturer / Make	Model	Serial Number	Year	Location
A-017	Hydraulic Press Brake, 350-ton, 14' bed	Dunmore Corporation	7350014	AP-735-2019-44231	2019	Bay 3 — Forming Area
A-018	Hydraulic Press Brake, 250-ton, 12' bed	Larkspur Corporation	250CB x 12	CI-250-2017-38910	2017	Bay 3 — Forming Area
A-019	Hydraulic Press Brake, 175-ton, 10' bed	Dunmore Corporation	7175010	AP-717-2015-29884	2015	Bay 3 — Forming Area
A-020	Hydraulic Plate Shear, 3/4" x 12'	Larkspur Corporation	750H-12	CI-750H-2016-32776	2016	Bay 3 — Forming Area
A-021	Hydraulic Plate Shear, 1/2" x 10'	Accurshear	850010	AS-8500-2013-25441	2013	Bay 3 — Forming Area
A-022	4-Roll Plate Bending Roll, 1" x 10'	Davi	MAV 3125/10	DV-MAV-2020-61223	2020	Bay 2 — Heavy Plate Area

A-023	Hydraulic Ironworker, 120-ton	Piranha	P-120	PR-P120-2018-17654	2018	Bay 1 — Main Fabrication Hall
A-024	MIG Welding Station (qty. 12)	Westmark Holdings	Power Wave S500	Various (see sub-list)	2017–2022	Various bays
A-025	TIG Welding Station (qty. 6)	Cascade Enterprises	Dynasty 350	Various (see sub-list)	2018–2021	Various bays
A-026	Sub-Arc Welding System	Westmark Holdings	Power Wave AC/DC 1000 SD	LE-PWAC-2019-88102	2019	Bay 2 — Heavy Plate Area
A-027	Welding Manipulator / Column & Boom	Adriatic Partners LLC	7 x 7 Sub-Arc	PJ-77-2019-04412	2019	Bay 2 — Heavy Plate Area
A-028	Pipe Welding Positioner, 6,000 lb. capacity	Preston-Eastin	PA60HD	PE-PA60-2020-11387	2020	Bay 5 — Pipe Fabrication
A-029	Bench Grinder Station (qty. 8)	Northpoint Holdings / Westvale & Co.	1252W	Various	2015–2020	Various bays
A-030	Portable Angle Grinders (qty. 24)	DeWalt / Stonefield & Co.	Various	Various	2018–2023	Various bays
A-031	Air Compressor, 100 HP Rotary Screw	Crowne Albany Holdings	R Series R75n	IR-R75-2019-56234	2019	Mechanical Room
A-032	Air Compressor, 50 HP Rotary Screw	Crowne Albany Holdings	R Series R37n	IR-R37-2017-41887	2017	Mechanical Room
A-033	Abrasive Blast Booth, 20' x 40'	Beaumont Partners LLC	Zero Blast Room	CL-ZBR-2018-07745	2018	Bay 6 — Blast & Paint
A-034	Paint Booth, 20' x 40' Downdraft	Sterling Reach Enterprises	Ultra XP1	GFS-UXP-2018-09332	2018	Bay 6 — Blast & Paint
A-035	Horizontal Band Saw, 18" capacity	Marlowe Industries	H130HM-DC	HEM-130-2016-23109	2016	Bay 1 — Main Fabrication Hall
A-036	CNC Beam Drill Line	Tidewater Partners LLC	PCD-1100/3B	PH-PCD-2020-30012	2020	Bay 1 — Main Fabrication Hall
A-037	CNC Angle Line	Tidewater Partners LLC	ABCM-1250/3A	PH-ABCM-2019-27665	2019	Bay 1 — Main Fabrication Hall
A-038	Coordinate Measuring Machine (CMM)	Marlowe Enterprises	Quantum S FaroArm	FT-QS-2021-44781	2021	Quality Control Lab
A-039	Ultrasonic Thickness Gauge (qty. 3)	Crestline Enterprises	38DL PLUS	Various	2019–2022	Quality Control Lab
A-040	Dust Collection System	Brightmoor Holdings	DFO 3-24	DT-DFO-2018-15543	2018	Mechanical Room
A-041	Material Handling — Jib Cranes (qty. 6)	Fenmore Enterprises	FS300 Series	Various	2014–2021	Various bays
A-042	Shop Tools and Miscellaneous (lot)	Various	Various	N/A	Various	Various locations
Item No.	Description	Make	Model	Year	VIN / Serial Number	Title State	License Plate
B-001	Flatbed Truck, 24' bed, tandem axle	Ridgeway Holdings	M2 106	2020	3ALHG5SG2LDLL4781	Indiana	PMF-1021
B-002	Flatbed Truck, 24' bed, tandem axle	Ridgeway Holdings	M2 106	2020	3ALHG5SG4LDLL4782	Indiana	PMF-1022
B-003	Flatbed Truck, 26' bed, tandem axle	Dunmore Partners LLC	348	2019	2NP3LN0X7KM291054	Indiana	PMF-1023
B-004	Flatbed Truck, 26' bed, tandem axle	Dunmore Partners LLC	348	2019	2NP3LN0X9KM291055	Indiana	PMF-1024

B-005	Flatbed Truck, 20' bed, single axle	International	HV507	2021	3HAHKSTT1ML780223	Indiana	PMF-1025
B-006	Flatbed Truck, 20' bed, single axle	International	HV507	2021	3HAHKSTT3ML780224	Indiana	PMF-1026
B-007	Flatbed Truck, 48' bed, tractor-trailer combination	Pemberton Holdings	T680	2018	1XKYD49X5JJ187730	Indiana	PMF-1027
B-008	Flatbed Truck, 48' bed, tractor-trailer combination	Pemberton Holdings	T680	2018	1XKYD49X7JJ187731	Indiana	PMF-1028
Item No.	Description	Make	Model	Year	Serial Number	Title State	License Plate
B-009	Forklift, 15,000 lb. capacity, diesel	Granite Harbor Industries	H155FT	2020	L006V08283A	N/A — Untitled	N/A
B-010	Forklift, 10,000 lb. capacity, LP gas	Northpoint Enterprises	8FGU30	2019	8FGU30-73211	N/A — Untitled	N/A
B-011	Forklift, 6,000 lb. capacity, electric	Crown	FC5250-60	2021	1A508371	N/A — Untitled	N/A
Item No.	Description	Make	Model	Year	VIN / Serial Number	Title State	License Plate
B-012	Utility Trailer, 16' enclosed	Wells Cargo	FT7162-D	2017	1WC200G27H4068891	Indiana	PMF-TR01
B-013	Equipment Trailer, 25' tilt-deck, 20,000 lb. GVWR	Westmark Industries	T6252	2020	4P5T62525L1300114	Indiana	PMF-TR02
B-014	Step Deck Trailer, 48'	Fontaine	Infinity 48	2019	13N3482C5K1558809	Indiana	PMF-TR03
B-015	Step Deck Trailer, 48'	Fontaine	Infinity 48	2019	13N3482C7K1558810	Indiana	PMF-TR04
B-016	Service / Utility Truck	Ford	F-350 Super Duty	2021	1FT8W3BT0MEC74521	Indiana	PMF-2001
B-017	Service / Utility Truck	Ford	F-250 Super Duty	2020	1FT7W2B61LEE39087	Indiana	PMF-2002
B-018	Boom Truck, 23-ton	Stonefield Holdings / Dunmore Partners LLC	NBT30H / 348	2018	2NP3LN0X5KM273441	Indiana	PMF-3001

BILL OF SALE
Pinnacle Metal Fabricators LLC to Nexford Industrial Holdings Inc.
October 24, 2023
This BILL OF SALE (this "Bill of Sale") is delivered as of October 24, 2023, by Pinnacle Metal Fabricators LLC, an Indiana limited liability company ("Seller"), to Nexford Industrial Holdings Inc., a Delaware corporation ("Buyer").
This Bill of Sale is delivered pursuant to that certain Asset Purchase Agreement, dated as of September 5, 2023 (the "Asset Purchase Agreement"), by and among Buyer, Seller, and Gerald T. Brennan, Sandra L. Brennan, and Derek J. Kopp, individually as the Members of Seller (collectively, the "Members"). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Asset Purchase Agreement.
RECITALS
WHEREAS, Seller is an Indiana limited liability company with its principal office at 1127 Industrial Parkway, Hammond, IN 46320, engaged in the business of custom metal fabrication, including the design, engineering, fabrication, finishing, and installation of structural steel, miscellaneous metals, and specialty metal products for commercial, industrial, and infrastructure applications; and
WHEREAS, Buyer is a Delaware corporation with its headquarters at 4200 West Lake Shore Drive, Suite 800, Chicago, IL 60604, organized for the purpose of, among other things, acquiring and operating industrial fabrication and manufacturing businesses; and
WHEREAS, pursuant to the Asset Purchase Agreement dated September 5, 2023, Seller has agreed to sell, convey, assign, transfer, and deliver to Buyer, and Buyer has agreed to purchase and acquire from Seller, substantially all of the assets of Seller constituting the Acquired Assets (as defined in the Asset Purchase Agreement), upon the terms and subject to the conditions set forth therein; and
WHEREAS, the execution and delivery of this Bill of Sale by Seller to Buyer is a condition precedent to the obligations of Buyer to consummate the transactions contemplated by the Asset Purchase Agreement at the Closing; and
WHEREAS, this Bill of Sale is being delivered on the Closing Date, October 24, 2023, pursuant to Section 3.2(a)(ii) of the Asset Purchase Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, Seller hereby agrees as follows:
SECTION 1 — TRANSFER AND CONVEYANCE OF ASSETS
Seller hereby sells, conveys, assigns, transfers, and delivers to Buyer, and Buyer's successors and assigns, all of Seller's right, title, and interest in and to all tangible personal property included in the Acquired Assets (as defined in Section 2.1 of the Asset Purchase Agreement), free and clear of all Liens other than Permitted Liens (each as defined in the Asset Purchase Agreement), effective as of the Closing Date.
Without limiting the generality of the foregoing, the tangible personal property conveyed hereby includes, but is not limited to, the following:
1.1 Machinery and Equipment
(a) Fourteen (14) CNC plasma and laser cutting machines, as more particularly described on Schedule A attached hereto and incorporated herein by reference, including all software, controllers, peripherals, and accessories installed thereon or used in connection therewith.
(b) Two (2) overhead bridge cranes, as more particularly described on Schedule A attached hereto and incorporated herein by reference, including all associated hoists, trolleys, pendant controls, electrical systems, and runway structures.
(c) All other fabrication, welding, machining, and manufacturing equipment, tools, dies, jigs, fixtures, molds, patterns, templates, and related accessories owned by Seller and used in or held for use in the operation of the business, as more particularly listed on Schedule A attached hereto, including without limitation brake presses, hydraulic shears, plate rolls, ironworkers, welding stations and positioners, grinding and finishing equipment, air compressors, blast and paint equipment, and quality inspection instruments.
1.2 Rolling Stock and Vehicles
(a) Eight (8) flatbed trucks, as more particularly described on Schedule B attached hereto and incorporated herein by reference, together with all installed equipment, toolboxes, racks, and accessories.
(b) Three (3) forklifts, as more particularly described on Schedule B attached hereto and incorporated herein by reference, together with all attachments, chargers, and related accessories.
(c) All other titled and untitled vehicles, trailers, and mobile equipment owned by Seller and used in or held for use in the operation of the business, as more particularly listed on Schedule B attached hereto, including without limitation utility trailers, boom trucks, and yard tractors.
1.3 Inventory.  
All inventory of Seller as of the Closing Date, including without limitation all raw materials (including steel plate, structural shapes, pipe, tubing, bar stock, sheet metal, and fasteners), work-in-process, finished goods, packaging materials, consumables, spare parts, maintenance supplies, and other supplies, wherever located, including inventory located at the fabrication facility at 1127 Industrial Parkway, Hammond, IN 46320, and at any job sites, warehouses, staging areas, or third-party locations, whether held on consignment or otherwise, in each case as reflected on the inventory schedule prepared in connection with the physical inventory count conducted as of the Closing Date in accordance with Section 2.5 of the Asset Purchase Agreement.
1.4 Furniture, Fixtures, and Office Equipment
All office furniture, fixtures, computer hardware (including desktop computers, laptops, servers, networking equipment, printers, copiers, and scanners), telecommunications equipment (including telephone systems, mobile devices, and two-way radios), security systems, surveillance cameras, and all other tangible personal property owned by Seller and located at, or used in connection with, the operation of the business at the fabrication facility or any satellite or project offices of Seller.
1.5 Other Tangible Personal Property
All other tangible personal property of every kind and description owned by Seller and included in the Acquired Assets as defined in the Asset Purchase Agreement, whether or not specifically enumerated herein or on the attached Schedules, including without limitation signage, shop drawings, blueprints, physical records, manuals, catalogs, and samples, in each case to the extent constituting Acquired Assets under the Asset Purchase Agreement.
SECTION 2 — EXCLUDED ASSETS
Notwithstanding anything to the contrary contained herein, this Bill of Sale does not convey, and Seller expressly retains all right, title, and interest in and to, the Excluded Assets as defined in Section 2.2 of the Asset Purchase Agreement. Without limiting the generality of the foregoing, the Excluded Assets include, without limitation:
(a) All cash and cash equivalents of Seller, including the balances in all bank accounts and deposit accounts of Seller as of the Closing Date;
(b) All Member distributions receivable and declared but unpaid distributions to the Members;
(c) Certain pre-Closing tax refunds, credits, and overpayments owed to or receivable by Seller for taxable periods (or portions thereof) ending on or prior to the Closing Date;
(d) All personal vehicles titled to the Members individually, including without limitation those vehicles identified on Schedule 2.2(d) of the Asset Purchase Agreement;
(e) Seller's organizational documents, operating agreement, minute books, member records, tax returns, and other corporate or organizational records required to be retained by Seller under applicable law;
(f) All rights of Seller under the Asset Purchase Agreement, this Bill of Sale, and the other Transaction Documents; and
(g) Any other assets specifically designated as Excluded Assets under Section 2.2 of the Asset Purchase Agreement.
SECTION 3 — "AS-IS" CONDITION; NO ADDITIONAL WARRANTIES
The tangible personal property conveyed hereby is transferred "AS IS, WHERE IS," and, except as expressly set forth in the Asset Purchase Agreement, Seller makes no representations or warranties of any kind, express or implied, including without limitation any implied warranties of merchantability, fitness for a particular purpose, title, or non-infringement, with respect to any of the Acquired Assets conveyed by this Bill of Sale.
This Bill of Sale is not intended to, and shall not, expand, limit, supplement, or modify any of the representations, warranties, covenants, agreements, or indemnification obligations of any party set forth in the Asset Purchase Agreement. The representations and warranties of Seller with respect to the Acquired Assets are solely those contained in Article IV of the Asset Purchase Agreement, subject to the limitations, qualifications, and exceptions set forth therein, and shall not be deemed to be expanded, modified, or supplemented by any provision of this Bill of Sale.
In the event of any conflict or inconsistency between the terms and conditions of this Bill of Sale and the terms and conditions of the Asset Purchase Agreement, the terms and conditions of the Asset Purchase Agreement shall govern and control in all respects.
SECTION 4 — FURTHER ASSURANCES
Seller agrees to execute and deliver, from time to time after the date hereof, at Buyer's reasonable request and without further consideration, such additional instruments, documents, certificates, conveyances, bills of sale, endorsements, assignments, or other assurances, and to take such further actions, as may be reasonably necessary or desirable to confirm and assure the rights hereby conveyed or intended to be conveyed to Buyer, or to otherwise carry out the purposes and intent of this Bill of Sale and the Asset Purchase Agreement.
Without limiting the generality of the foregoing, Seller shall, and shall cause the Members to, cooperate fully with Buyer in connection with the transfer of certificates of title, registrations, and similar title documentation for any titled vehicles, mobile equipment, or other personal property conveyed hereunder, including the prompt execution and delivery of all applications for transfer of title, odometer disclosure statements, lien release documents, and other documents required by the applicable state department of motor vehicles or other governmental authority to effectuate such transfers. Any reasonable out-of-pocket costs and expenses incurred by Seller in connection with such cooperation shall be borne by Buyer to the extent provided in Section 7.4 of the Asset Purchase Agreement.
SECTION 5 — BINDING EFFECT; SUCCESSORS AND ASSIGNS
This Bill of Sale shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and assigns. Nothing in this Bill of Sale, express or implied, is intended to or shall confer upon any person other than the parties hereto and their respective successors and assigns any rights, remedies, obligations, or liabilities of any nature whatsoever.
SECTION 6 — GOVERNING LAW
This Bill of Sale shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. The selection of New York law as the governing law of this Bill of Sale is consistent with Section 11.8 of the Asset Purchase Agreement, and any dispute arising under or in connection with this Bill of Sale shall be subject to the dispute resolution and jurisdiction provisions set forth in the Asset Purchase Agreement.
SECTION 7 — COUNTERPARTS
This Bill of Sale may be executed in one or more counterparts, each of which when so executed and delivered shall be deemed to be an original, and all of which counterparts taken together shall constitute one and the same instrument. Delivery of an executed counterpart of this Bill of Sale by electronic transmission, including by portable document format (PDF) or other electronic means, shall be equally as effective as delivery of an original executed counterpart of this Bill of Sale, and any party delivering an executed counterpart by electronic transmission shall thereafter also deliver an original executed counterpart, but the failure to do so shall not affect the validity, enforceability, or binding effect of this Bill of Sale.
[Remainder of page intentionally left blank; signature page follows.]
SIGNATURE PAGE TO BILL OF SALE
IN WITNESS WHEREOF, Seller has executed and delivered this Bill of Sale as of the date first written above.
SELLER:
PINNACLE METAL FABRICATORS LLC, an Indiana limited liability company
By: ________
Name: Gerald T. Brennan
Title: Managing Member
Date: October 24, 2023
ACKNOWLEDGED AND ACCEPTED BY BUYER:
NEXFORD INDUSTRIAL HOLDINGS INC., a Delaware corporation
By: ________
Name: Marcus R. Haverford
Title: Chief Executive Officer
Date: October 24, 2023
SCHEDULE A
MACHINERY AND EQUIPMENT
The following is a listing of the machinery and equipment conveyed pursuant to the Bill of Sale, dated October 24, 2023, by Pinnacle Metal Fabricators LLC to Nexford Industrial Holdings Inc. All equipment is located at or associated with the fabrication facility at 1127 Industrial Parkway, Hammond, IN 46320 (approximately 48,000 square foot facility), unless otherwise noted below.
A. CNC Plasma and Laser Cutting Machines (14 units total)
B. Overhead Bridge Cranes (2 units)
C. Other Fabrication and Manufacturing Equipment
Note: Item numbers A-024, A-025, A-029, A-030, A-039, and A-041 represent quantities of like items. Detailed sub-listings of individual serial numbers for each unit within these categories are maintained in the asset register delivered to Buyer at Closing and are incorporated herein by reference.
SCHEDULE B
ROLLING STOCK AND VEHICLES
The following is a listing of the rolling stock, vehicles, and mobile equipment conveyed pursuant to the Bill of Sale, dated October 24, 2023, by Pinnacle Metal Fabricators LLC to Nexford Industrial Holdings Inc.
A. Flatbed Trucks (8 units)
B. Forklifts (3 units)
C. Other Vehicles and Mobile Equipment
Note: This Schedule B excludes all personal vehicles titled to the Members individually, which constitute Excluded Assets under Section 2.2(d) of the Asset Purchase Agreement. Certificates of title for all titled vehicles listed above shall be delivered to Buyer in accordance with Section 4 of this Bill of Sale and Section 3.2(a)(vi) of the Asset Purchase Agreement. Odometer disclosure statements, where required, have been executed and delivered separately.
[End of Schedule B]
[End of Bill of Sale]
Item No. | Description | Manufacturer / Make | Model | Serial Number | Year | Location
A-001 | CNC Plasma Cutting Table, 6' x 12' | Westmark Holdings / Torchmate | TMC 4800 | TM-4800-2019-07841 | 2019 | Bay 1 — Main Fabrication Hall
A-002 | CNC Plasma Cutting Table, 6' x 12' | Westmark Holdings / Torchmate | TMC 4800 | TM-4800-2019-07842 | 2019 | Bay 1 — Main Fabrication Hall
A-003 | CNC Plasma Cutting Table, 8' x 20' | Pemberton Group | MetalMaster Xcel | MC-MMX-2020-14553 | 2020 | Bay 2 — Heavy Plate Area
A-004 | CNC Plasma Cutting Table, 8' x 20' | Pemberton Group | MetalMaster Xcel | MC-MMX-2020-14554 | 2020 | Bay 2 — Heavy Plate Area
A-005 | CNC Plasma Cutting Table, 5' x 10' | Crestline & Co. / MicroStep | MG Series 510 | MS-MG-2017-09221 | 2017 | Bay 3 — Light Fabrication
A-006 | CNC Plasma Cutting Table, 5' x 10' | Crestline & Co. / MicroStep | MG Series 510 | MS-MG-2017-09222 | 2017 | Bay 3 — Light Fabrication
A-007 | CNC Plasma Cutting Table, 10' x 40' | Cascade Corporation | Mastergraph MGM | KA-MGM-2021-22109 | 2021 | Bay 2 — Heavy Plate Area
A-008 | CNC Plasma Cutting Table, 10' x 40' | Cascade Corporation | Mastergraph MGM | KA-MGM-2021-22110 | 2021 | Bay 2 — Heavy Plate Area
A-009 | CNC Fiber Laser Cutting System, 6' x 12' | Aldermere Group | TruLaser 3030 | TL-3030-2022-33671 | 2022 | Bay 4 — Laser Cutting Center
A-010 | CNC Fiber Laser Cutting System, 6' x 12' | Aldermere Group | TruLaser 3030 | TL-3030-2022-33672 | 2022 | Bay 4 — Laser Cutting Center
A-011 | CNC CO2 Laser Cutting System, 5' x 10' | Penmark Corporation | Optiplex 3015 | MO-OP-2018-55439 | 2018 | Bay 4 — Laser Cutting Center
A-012 | CNC Plasma Cutting Table, 6' x 24' | Meridian & Co. | Combirex DX | ES-CDX-2020-87123 | 2020 | Bay 1 — Main Fabrication Hall
A-013 | CNC Plasma Cutting Table, 6' x 24' | Meridian & Co. | Combirex DX | ES-CDX-2020-87124 | 2020 | Bay 1 — Main Fabrication Hall
A-014 | CNC Tube & Pipe Plasma Cutting System | HGG Group | SPC 2500 | HGG-SPC-2021-04417 | 2021 | Bay 5 — Pipe Fabrication
Item No. | Description | Manufacturer / Make | Model | Serial Number | Year | Capacity | Location
A-015 | Overhead Bridge Crane, 60' span, top-running double girder | Vireo & Co. | CXT-60 | KC-CXT-2016-21098 | 2016 | 20 Ton | Bay 2 — Heavy Plate Area
A-016 | Overhead Bridge Crane, 50' span, top-running single girder | Adriatic Corporation / Northpoint Group | V-type | DT-VT-2014-18776 | 2014 | 10 Ton | Bay 1 — Main Fabrication Hall
Item No. | Description | Manufacturer / Make | Model | Serial Number | Year | Location
A-017 | Hydraulic Press Brake, 350-ton, 14' bed | Dunmore Corporation | 7350014 | AP-735-2019-44231 | 2019 | Bay 3 — Forming Area
A-018 | Hydraulic Press Brake, 250-ton, 12' bed | Larkspur Corporation | 250CB x 12 | CI-250-2017-38910 | 2017 | Bay 3 — Forming Area
A-019 | Hydraulic Press Brake, 175-ton, 10' bed | Dunmore Corporation | 7175010 | AP-717-2015-29884 | 2015 | Bay 3 — Forming Area
A-020 | Hydraulic Plate Shear, 3/4" x 12' | Larkspur Corporation | 750H-12 | CI-750H-2016-32776 | 2016 | Bay 3 — Forming Area
A-021 | Hydraulic Plate Shear, 1/2" x 10' | Accurshear | 850010 | AS-8500-2013-25441 | 2013 | Bay 3 — Forming Area
A-022 | 4-Roll Plate Bending Roll, 1" x 10' | Davi | MAV 3125/10 | DV-MAV-2020-61223 | 2020 | Bay 2 — Heavy Plate Area
A-023 | Hydraulic Ironworker, 120-ton | Piranha | P-120 | PR-P120-2018-17654 | 2018 | Bay 1 — Main Fabrication Hall
A-024 | MIG Welding Station (qty. 12) | Westmark Holdings | Power Wave S500 | Various (see sub-list) | 2017–2022 | Various bays
A-025 | TIG Welding Station (qty. 6) | Cascade Enterprises | Dynasty 350 | Various (see sub-list) | 2018–2021 | Various bays
A-026 | Sub-Arc Welding System | Westmark Holdings | Power Wave AC/DC 1000 SD | LE-PWAC-2019-88102 | 2019 | Bay 2 — Heavy Plate Area
A-027 | Welding Manipulator / Column & Boom | Adriatic Partners LLC | 7 x 7 Sub-Arc | PJ-77-2019-04412 | 2019 | Bay 2 — Heavy Plate Area
A-028 | Pipe Welding Positioner, 6,000 lb. capacity | Preston-Eastin | PA60HD | PE-PA60-2020-11387 | 2020 | Bay 5 — Pipe Fabrication
A-029 | Bench Grinder Station (qty. 8) | Northpoint Holdings / Westvale & Co. | 1252W | Various | 2015–2020 | Various bays
A-030 | Portable Angle Grinders (qty. 24) | DeWalt / Stonefield & Co. | Various | Various | 2018–2023 | Various bays
A-031 | Air Compressor, 100 HP Rotary Screw | Crowne Albany Holdings | R Series R75n | IR-R75-2019-56234 | 2019 | Mechanical Room
A-032 | Air Compressor, 50 HP Rotary Screw | Crowne Albany Holdings | R Series R37n | IR-R37-2017-41887 | 2017 | Mechanical Room
A-033 | Abrasive Blast Booth, 20' x 40' | Beaumont Partners LLC | Zero Blast Room | CL-ZBR-2018-07745 | 2018 | Bay 6 — Blast & Paint
A-034 | Paint Booth, 20' x 40' Downdraft | Sterling Reach Enterprises | Ultra XP1 | GFS-UXP-2018-09332 | 2018 | Bay 6 — Blast & Paint
A-035 | Horizontal Band Saw, 18" capacity | Marlowe Industries | H130HM-DC | HEM-130-2016-23109 | 2016 | Bay 1 — Main Fabrication Hall
A-036 | CNC Beam Drill Line | Tidewater Partners LLC | PCD-1100/3B | PH-PCD-2020-30012 | 2020 | Bay 1 — Main Fabrication Hall
A-037 | CNC Angle Line | Tidewater Partners LLC | ABCM-1250/3A | PH-ABCM-2019-27665 | 2019 | Bay 1 — Main Fabrication Hall
A-038 | Coordinate Measuring Machine (CMM) | Marlowe Enterprises | Quantum S FaroArm | FT-QS-2021-44781 | 2021 | Quality Control Lab
A-039 | Ultrasonic Thickness Gauge (qty. 3) | Crestline Enterprises | 38DL PLUS | Various | 2019–2022 | Quality Control Lab
A-040 | Dust Collection System | Brightmoor Holdings | DFO 3-24 | DT-DFO-2018-15543 | 2018 | Mechanical Room
A-041 | Material Handling — Jib Cranes (qty. 6) | Fenmore Enterprises | FS300 Series | Various | 2014–2021 | Various bays
A-042 | Shop Tools and Miscellaneous (lot) | Various | Various | N/A | Various | Various locations
Item No. | Description | Make | Model | Year | VIN / Serial Number | Title State | License Plate
B-001 | Flatbed Truck, 24' bed, tandem axle | Ridgeway Holdings | M2 106 | 2020 | 3ALHG5SG2LDLL4781 | Indiana | PMF-1021
B-002 | Flatbed Truck, 24' bed, tandem axle | Ridgeway Holdings | M2 106 | 2020 | 3ALHG5SG4LDLL4782 | Indiana | PMF-1022
B-003 | Flatbed Truck, 26' bed, tandem axle | Dunmore Partners LLC | 348 | 2019 | 2NP3LN0X7KM291054 | Indiana | PMF-1023
B-004 | Flatbed Truck, 26' bed, tandem axle | Dunmore Partners LLC | 348 | 2019 | 2NP3LN0X9KM291055 | Indiana | PMF-1024
B-005 | Flatbed Truck, 20' bed, single axle | International | HV507 | 2021 | 3HAHKSTT1ML780223 | Indiana | PMF-1025
B-006 | Flatbed Truck, 20' bed, single axle | International | HV507 | 2021 | 3HAHKSTT3ML780224 | Indiana | PMF-1026
B-007 | Flatbed Truck, 48' bed, tractor-trailer combination | Pemberton Holdings | T680 | 2018 | 1XKYD49X5JJ187730 | Indiana | PMF-1027
B-008 | Flatbed Truck, 48' bed, tractor-trailer combination | Pemberton Holdings | T680 | 2018 | 1XKYD49X7JJ187731 | Indiana | PMF-1028
Item No. | Description | Make | Model | Year | Serial Number | Title State | License Plate
B-009 | Forklift, 15,000 lb. capacity, diesel | Granite Harbor Industries | H155FT | 2020 | L006V08283A | N/A — Untitled | N/A
B-010 | Forklift, 10,000 lb. capacity, LP gas | Northpoint Enterprises | 8FGU30 | 2019 | 8FGU30-73211 | N/A — Untitled | N/A
B-011 | Forklift, 6,000 lb. capacity, electric | Crown | FC5250-60 | 2021 | 1A508371 | N/A — Untitled | N/A
Item No. | Description | Make | Model | Year | VIN / Serial Number | Title State | License Plate
B-012 | Utility Trailer, 16' enclosed | Wells Cargo | FT7162-D | 2017 | 1WC200G27H4068891 | Indiana | PMF-TR01
B-013 | Equipment Trailer, 25' tilt-deck, 20,000 lb. GVWR | Westmark Industries | T6252 | 2020 | 4P5T62525L1300114 | Indiana | PMF-TR02
B-014 | Step Deck Trailer, 48' | Fontaine | Infinity 48 | 2019 | 13N3482C5K1558809 | Indiana | PMF-TR03
B-015 | Step Deck Trailer, 48' | Fontaine | Infinity 48 | 2019 | 13N3482C7K1558810 | Indiana | PMF-TR04
B-016 | Service / Utility Truck | Ford | F-350 Super Duty | 2021 | 1FT8W3BT0MEC74521 | Indiana | PMF-2001
B-017 | Service / Utility Truck | Ford | F-250 Super Duty | 2020 | 1FT7W2B61LEE39087 | Indiana | PMF-2002
B-018 | Boom Truck, 23-ton | Stonefield Holdings / Dunmore Partners LLC | NBT30H / 348 | 2018 | 2NP3LN0X5KM273441 | Indiana | PMF-3001

BILL OF SALE

RECITALS

SIGNATURE PAGE TO BILL OF SALE

SELLER:

ACKNOWLEDGED AND ACCEPTED BY BUYER:

SCHEDULE A

MACHINERY AND EQUIPMENT

SCHEDULE B

ROLLING STOCK AND VEHICLES

Record

Parties

Dates

Amounts