Exhibit 10.3


 


 


ASSET PURCHASE
AND SALE AGREEMENT


 


This Asset Purchase and Sale Agreement (the "Agreement")
is entered into as of this 31st day of January, 2022 (the "Effective Date"), by and between EDSCO Holding
Company, LLC ("Seller") and Anthem Anchor Bolts & Fasteners, LLC ("Buyer"). Seller and Buyer may
be collectively referred to herein as the "Parties" and individually as a "Party."


 


RECITALS


 


		A.	Seller
                                            is the owner of certain equipment and inventory, as more particularly identified on Exhibit
                                            A attached hereto and
                                            incorporated herein by reference (the ''Assets").
	 	 	 
		B.	Seller
                                            desires to sell to Buyer, and Buyer desires to purchase from Seller, the Assets, upon the
                                            terms and conditions contained in this Agreement.



 


AGREEMENT


 


NOW, THEREFORE, in consideration
of the premises and the mutual covenants set forth in this Agreement, the Parties agree as follows:


 


		1.	Purchase
                                            and Sale of Assets.



		a.	Assets.
                                            On the Closing Date (as defined below in Section 2), Seller shall sell, transfer, convey,
                                            assign, and deliver to Buyer, and Buyer shall purchase, accept, and pay for all right, title,
                                            and interest in and to the Assets, for a total purchase price of Four Hundred Seventy-Seven
                                            Thousand Nine Hundred Eighteen and 52/100 Dollars ($477,918.52) (the "Purchase Price")
                                            according to the terms set forth in Section I
                                            (b) below.
		b.	Payment
                                            for Assets. On the Closing Date, Buyer shall deliver the Purchase Price to Seller in
                                            readily available funds.
		c.	Allocation
                                            of Purchase Price. The Purchase Price shall be allocated among the Assets for all purposes
                                            (including tax and financial accounting) at the values set forth on Exhibit A, and shall
                                            be properly and timely reported by both parties using IRS Form 8594 (or such other form as
                                            is proper). Buyer and Seller shall file all returns, declarations, reports, information returns
                                            and statements and other documents relating to
                                            taxes (including any amended returns and claims for refund) in a manner consistent
                                            with Exhibit A.



 


		2.	Closing



		a.	Closing
                                            Date. The closing and consummation of the transactions contemplated by this Agreement
                                            (the "Closing") shall
                                            take place electronically on January 31, 2022, and delivery of the original documents via
                                            FedEx or other overnight courier the next business day, or such other date as the Parties
                                            may mutually determine. "Closing Date" means the date of the exchange of
                                            documents via email.
		b.	Deliveries.
                                            On or before the Closing Date: (A) Seller shall: (I) deliver to Buyer a bill of sale substantially
                                            in the form attached hereto as Exhibit B (the "Bill of Sale") to transfer
                                            and vest in Buyer good and marketable title to the Assets, free and clear of all liens and
                                            encumbrances; and (2) make the Assets available to the Buyer at Seller's location; and (B)
                                            Buyer shall deliver to Seller the Purchase Price. Buyer shall arrange promptly to take possession
                                            of the Assets.



 


 


 






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		3.	Representations
                                            and Warranties of Seller. Seller represents and warrants to Buyer that the statements
                                            contained in this Section 3 are true, correct and complete as of the Effective Date and will
                                            be true, correct and complete as of the Closing Date.



		a.	Organization
                                            of Seller and Authorization of Transaction). Seller is a Limited Liability Company. duly
                                            organized and in good standing in the State of Delaware. Seller has full power and authority,
                                            including full company power and authority, to execute and deliver this Agreement and to
                                            perform and consummate, its obligations hereunder. This Agreement constitutes the valid and
                                            legally binding obligation of Seller, enforceable in accordance with its terms and conditions.
		b.	Noncontravention.
                                            Neither the execution and delivery of this Agreement, nor the consummation of the transactions
                                            contemplated hereby, will, immediately or with the passage of time: (A) violate any
                                            statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other
                                            restriction of any government,
governmental agency, or court to which any of the Seller or the Assets are subject; or (B) conflict with, result in a breach of, constitute
a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require
any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller is a party or by which it
is bound or to which any of the Assets are subject.
		c.	Consents.
                                            No approval, consent, waiver, or authorization of or filing or registration with any governmental
                                            authority or third party is required for the execution, delivery, or performance by Seller
                                            of the transactions contemplated by this Agreement.
		d.	Title
                                            to Assets. Seller has good and marketable title to the Assets, free and clear of all
                                            security interests, liens and encumbrances. Other than as expressly set forth herein, the
                                            Assets arc being sold "as-is" "where-is" with no representations or warranties
                                            of any kind. None of the Assets (i)
                                            is property which is required to be treated as being owned by any other person including
                                            pursuant to the so-called "safe harbor lease" provisions of former section I 68(f)(8)
                                            of the Code; or (ii) directly or indirectly secures any debt. Seller is not a "foreign
                                            person" (as the quoted term is defined in section 1445(()(3) of the Code). The transactions
                                            contemplated by this Agreement are not subject to the tax withholding provisions of Code
                                            section 3406, or of subchapter A of Chapter 3 of the Code, or of any other comparable provision
                                            of law.
		e.	Litigation.
                                            Neither Seller nor the Assets, in whole or in part: (A) is subject to any outstanding injunction,
                                            judgment, order, decree, ruling, or charge that would limit, restrict or prevent consummation
                                            of the transactions contemplated hereby; or (B) is a party or the subject of, or is, to Seller's
                                            knowledge, threatened to be made a party to, or the subject of, any action, suit, proceeding,
                                            hearing, or investigation ot: in, or before any court or quasi-judicial or administrative
                                            agency of any federal, state, local, or foreign jurisdiction or before any arbitrator that
                                            would, if determined adversely to Seller: ( I) limit, restrict or prevent consummation of
                                            the transactions contemplated hereby; or (2) cause any representation or warranty of Seller
                                            herein to be not true.
		f.	Brokers'
                                            Fees. Seller has no liability or obligation to pay any fees or commissions to any broker,
                                            finder, or agent with respect to the transactions contemplated by this Agreement for which
                                            the Buyer could become liable or obligated or for which a lien or encumbrance could be placed
                                            on the Assets.
		g.	Adequacy
                                            and Maintenance. Buyer acknowledges that, other than as expressly set forth herein, the
                                            Assets are being sold "as-is" "where-is" with no representations or warranties
                                            of any kind; and, Seller, expressly sets forth that Seller has no actual knowledge of any
                                            material defect or inoperability, or damage outside of ordinary wear and tear.
		h.	Disclosure.
                                            The representations and warranties contained in this Section 3 do not contain any untrue
                                            statement of a fact or omit to state any fact necessary in order to make the statements and
                                            information contained in this Section 3 not misleading.



 


		4.	Representations
                                            and Warranties of Buyer. Buyer represents and warrants to Seller that the statements
                                            contained in this Section 4 are true, correct and complete as of the Effective Date and will
                                            be true, correct and complete as of the Closing Date.



		a.	Organization
                                            of the Seller/ Authorization of Transaction. The Buyer is an Indiana limited liability
                                            company, duly organized and existing in the State of Indiana. Buyer has full power and authority,
                                            including full corporate power and authority, to execute and deliver this Agreement and to
                                            perform and consummate its obligations hereunder. This Agreement constitutes the valid and
                                            legally binding obligation of Buyer, enforceable in accordance with its terms and conditions.
                                            The Buyer need not give any notice to, make any filing with, or obtain any authorization,
                                            consent, or approval of any person(s), or government or governmental agency in order to consummate
                                            the transactions contemplated by this Agreement.



 


 


 






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		b.	Noncontravention.
                                            Neither the execution and the delivery of this Agreement, nor the consummation of the transactions
                                            contemplated hereby, will, immediately or with the passage of time: (A) violate any constitution,
                                            statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other
                                            restriction of any government, governmental agency, or court to which Buyer is subject; or
                                            (B) conflict with, result in a breach ot: constitute a default under, result in the acceleration
                                            of, create in any Party the right to accelerate, terminate, modify, or cancel, or require
                                            any notice under any agreement, contract, lease, license, instrument, or other arrangement
                                            to which Buyer is a party or by which it is bound.
		c.	Consents.
                                            No approval, consent, waiver, or authorization of or filing or registration with any governmental
                                            authority or third party is required for the execution, delivery, or performance by Buyer
                                            of the transactions contemplated by this Agreement.
		d.	Litigation.
                                            Buyer is not: (A) subject to any outstanding injunction, judgment, order, decree,
                                            ruling, or charge that would limit, restrict or prevent consummation of the transactions
                                            contemplated hereby; or (B) a
                                            party, or, to the knowledge of Buyer's officers, threatened to be made a party, to any action,
                                            suit, proceeding, hearing, or investigation of, in, or before any court or quasi-judicial
                                            or administrative agency of any federal, state, local, or foreign jurisdiction or before
                                            any arbitrator that would, if determined adversely to Buyer: (I) limit, restrict or prevent
                                            consummation of the transactions contemplated hereby; or (2) cause any representation or
                                            warranty of Seller herein to be not true.
		e.	Brokers'
                                            Fees. Buyer has no liability or obligation to pay any fees or commissions to any broker,
                                            finder, or agent with respect to the transactions contemplated by this Agreement for which
                                            the Seller could become liable or obligated.



 


		5.	Continuing
                                            Obligations. Each of the Parties will use its reasonable best efforts to
                                            take all actions and to do all things necessary, proper, or advisable in order to
                                            consummate and make effective the sale and purchase of the Assets described in Section I
                                            above. In case at any time after the Closing Date any further action is necessary or desirable
                                            to carry out the purposes of this Agreement, each of the Parties will
                                            take such further action (including the execution and delivery of such further instruments
                                            and documents) as any other Party may request, at the sole cost and expense of the requesting
                                            Party (unless the requesting Party is entitled to indemnification therefore under Section
                                            6 below). Without limiting
                                            the foregoing, Seller shall from time to time at the request of Buyer and without further
                                            consideration, execute and deliver such instruments of transfer, conveyance, and assignment
                                            in addition to those delivered hereunder, and will take such other actions as Buyer may request
                                            from time to time, to more effectively transfer, convey, and assign to and vest in Buyer,
                                            and to put Buyer in possession of, all or any portion of the Assets.



 


Seller shall
pay all federal, state and local sales, documentary, sates and other transfer taxes, if any, due
as a result of the purchase, sale or transfer of the Assets whether imposed by law on Seller or Buyer and Seller shall indemnify,
reimburse and hold harmless Buyer in respect of the liability for payment of or failure to pay any
such taxes or the filing of or failure to file any reports required in connection therewith. All utilities, license fees and other charges
regarding Seller's operation of the Assets shall be prorated as of the Closing Date.


 


		6.	Indemnification.



		a.	Seller
                                            shall indemnify and hold Buyer harmless from any and all losses, claims, liabilities, damages,
                                            obligations, liens, encumbrances, costs and expenses, including reasonable attorney fees,
                                            pretrial, trial and appellate, and court costs (collectively being "Damages"),
                                            that are suffered or incurred by Buyer or the Assets, in whole or in part, from time
                                            to time, and arise as a result of any breach of the covenants, warranties or representations
                                            of this Agreement or the Bill of Sale by Seller.
		b.	Buyer
                                            shall indemnify and hold Seller harmless from any and ail Damages that are suffered or incurred
                                            by Seller, in whole or in part, from time to time, and arise as a result of: (A) any breach
                                            of the covenants, warranties or representations of this Agreement or the Bill of Sale by
                                            Buyer; or (B) Buyer's ownership and utilization of the Assets on and after the Closing Date.



 


 


 






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		7.	Restrictive
                                            Covenants. Buyer acknowledges and agrees that by virtue of its purchase of the Assets,
                                            Buyer is capable of adversely impacting the existing relationships of Seller, its subsidiaries
                                            and affiliates with their customers, suppliers, consultants, Buyers, or agent. Buyer acknowledges
                                            that Seller has a legitimate interest in protecting these relationships against solicitation
                                            and/or interference by Buyer for a reasonable period of time following the Closing Date.
                                            Accordingly, the parties agree that the covenants described in this Section 7 shall apply
                                            for a period of twenty-four (24) months following the Closing Date (the "Restricted
                                            Period"). Buyer further acknowledges that the covenants in this Section 7 arc intended
                                            to protect and preserve the legitimate business interests of Seller, its subsidiaries and
                                            affiliates and that the Purchase Price includes fair consideration for these covenants. Buyer
                                            further acknowledges and agrees that breach by Buyer of' these provisions will cause Seller,
                                            its subsidiaries and affiliates irreparable injury and damage that cannot be reasonably or
                                            equitably compensated by monetary damages and therefore Buyer expressly agrees that Seller
                                            shall be entitled to injunctive or other equitable relief in order to prevent a breach of
                                            this Section 7 in addition to other remedies legally available to it.






		a.	Buyer
                                            shall not without the prior written consent of Seller, during the Restricted Period, carry
                                            on any activity anywhere within the territory or territories in which Seller operates that
                                            competes in whole or in part with the business of Seller as it pertains to either the "Products"
                                            or "Customers" listed and defined in Exhibit C hereto, including but not
                                            limited to engaging or investing in, owning, managing, operating, financing, controlling,
                                            or participating in the ownership, management, operation, financing, or control of, being
                                            employed by, associated with, or in any manner connected with any business whose products
                                            or activities compete in whole or in part with the Products or Customers of Seller.
		b.	Buyer
                                            shall not without the prior written consent of Seller, during the Restricted Period, directly
                                            or indirectly solicit, participate in or promote the solicitation of or interfere with or
                                            attempt to otherwise affect the employment of any person who was or is employed by Seller,
                                            its subsidiaries or affiliates on the Closing Date or thereafter. Seller expressly consents
                                            to the Buyer hiring the employees of Seller from its location at 300 East Railroad Street,
                                            Waterloo, Indiana 46793, specifically including: Kevin Welker, Operation Manager; Todd McAfee,
                                            Sales; Sean Gowthrop, Office Manager; Phillip Knepper, Production/ Lead Welder; Austin Parker,
                                            Production; and, Bryce Tibbetts, Production.
		c.	Buyer
                                            shall not without the prior written consent of Seller, during the Restricted Period, directly
                                            or indirectly solicit any person or entity who as of the Closing Date is a customer (as listed
                                            in Exhibit C hereto), supplier, consultant or agent to Seller, its subsidiaries or affiliates,
                                            to discontinue business with Seller or its subsidiaries or affiliates and/or move that business
                                            elsewhere or otherwise change an existing relationship with the Seller, its subsidiaries
                                            or affiliates.



 


		8.	Entire
                                            Agreement. Waiver and Modification. This Agreement sets forth the entire understanding
                                            of the Parties concerning the subject matter hereof and incorporates all prior negotiations
                                            and understandings. There are no covenants, promises, agreements, conditions or understandings,
                                            either oral or written, between them relating to the subject matter of this Agreement other
                                            than those set forth herein. No purported waiver by any Party of any default by another Party
                                            of any term or provision contained herein shall be deemed to be a waiver of such term or
                                            provision unless the waiver is in writing and signed by the waiving Party. No such waiver
                                            shall in any event be deemed a waiver of any subsequent default under the same or any other
                                            term or provision contained herein. No alteration, amendment, change or addition to this
                                            Agreement shall be binding upon any Party unless in writing and signed by the Party to be
                                            charged.
	 	 	 
		9.	Notices.
                                            Any consent, waiver, notice, demand, request or other instrument required or permitted to
                                            be given under this Agreement shall be in writing and deemed to have been properly given
                                            at the earlier of; (A) actual delivery, when delivered in person; (B) the next business day
                                            following a complete successful facsimile transmission to the appropriate number first set
                                            forth above; (C) the next business day if sent via overnight express courier (e.g., FedEx)
                                            to the Party's address first set forth above; or (D) three (3) business days after being
                                            sent by certified United States mail, return receipt requested, postage prepaid, to the Party's
                                            address first set forth above. Either Party may change its address for notices or facsimile
                                            phone number in the manner set forth herein.
	 	 	 
	 	10.	Captions. The captions and paragraph numbers
                           appearing in this Agreement are inserted only as a matter of convenience. They do not define, limit, construe
                           or describe the scope or intent of the provisions of this Agreement.
	 	 	 
		11.	Applicable
                                            Law. This Agreement shall be construed and governed under and by the laws of the State
                                            of Indiana for contracts entered and to be performed within Indiana.



 


 


 






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		12.	Construction.
                                            The Parties have participated jointly in the negotiation and drafting of this Agreement.
                                            In the event an ambiguity or question of intent or interpretation arises, this Agreement
                                            shall be construed as if drafted jointly by the Parties and no presumption or burden of proof
                                            shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions
                                            of this Agreement. Any reference to any federal, state, local, or foreign statute or law
                                            shall be deemed also to refer to all rules and regulations promulgated thereunder, unless
                                            the context requires otherwise. The word "including" shall mean including without
                                            limitation. The Parties intend that each representation, warranty, and covenant contained
                                            herein shall have independent significance. If any Party
                                            has breached any representation, warranty, or covenant contained herein in any respect, the
                                            fact that there exists another representation, warranty, or covenant relating to the same
                                            subject matter (regardless of the relative levels of specificity) which the Party has not
                                            breached shall not detract from or mitigate the fact that the Party is in breach of the first
                                            representation, warranty, or covenant.
	 	 	 
		13.	Attorney's
                                            Fees. In the event any litigation, mediation, arbitration, or controversy between the
                                            Parties hereto arises out of or relates to this Agreement, the prevailing Party in such litigation,
                                            mediation, arbitration or controversy shall be entitled to recover from the other Party all
                                            reasonable attorneys' fees, expenses and suit costs, including those associated with any
                                            appellate proceedings or any post-judgment collection proceedings.
	 	 	 
		14.	Counterparts.
                                            This Agreement may be executed in one or more counterparts, each of which shall be deemed
                                            an original but all of which together will constitute one and the same Agreement.
	 	 	 
		15.	Survival.
                                            Sections 5, 6, 7 and 9 through 15 shall survive the Closing and shall continue in full force
                                            and effect thereafter.



 


 


IN WITNESS WHEREOF, the Parties hereto have executed
this Agreement as of the date first above written.


 


 


	Seller:	 	Buyer:
	 	 	 
	EDSCO HOLDING COMPANY, LLC	 	ANTHEM ANCHOR BOLTS &
FASTENERS LLC
	 	 	 
	 /s/ Cullen Johnson	 	/s/ Timothy E. Evans
	By: Cullen Johnson	 	By: Timothy E. Evans
	Title: President	 	Title: President






 


 


 


 


 


 


 


 


 


 


 


 


 






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