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Full title: Order (A) Authorizing And Approving The Sale Of Certain Of The Remaining Assets Of The Debtors Free And Clear Of All Liens, Claims, Encumbrances And Other Interests, And (B) Granting Related Relief [Auburndale Property] (related document(s)651, 1307, 1335) Order Signed on 4/30/2021. (Attachments: # 1 Exhibit 1) (CMB) (Entered: 04/30/2021)

Document posted on Apr 29, 2021 in the bankruptcy, 7 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are: 9th Place Newberry, LLC (0359); 16th Street Pompano Beach, LLC (0278); CCC Spotting, LLC (0342); CCC Transportation, LLC (1058); Charlotte Avenue Auburndale, LLC (2179); Coastal Transport, Inc. (2918); Coastal Transport Logistics, LLC (7544); Comcar Industries, Inc. (8221); Comcar Logistics, LLC (2338); Comcar Properties, Inc. (9545); Commercial Carrier Corporation (8582); Commercial Carrier Logistics, LLC (7544); Commercial Truck and Trailer Sales Inc. (0722); Cortez Blvd.Brooksville, LLC (2210); CT Transportation, LLC (0997); CTL Distribution, Inc. (7383); CTL Distribution Logistics, LLC (7506); CTL Transportation, LLC (0782); CTTS Leasing, LLC (7466); Detsco Terminals, Inc. (9958); Driver Services, Inc. (3846); East Broadway Tampa, LLC (2233); East Columbus Drive Tampa, LLC (3995); Fleet Maintenance Services, LLC (1410); MCT Transportation, LLC (0939); Midwest Coast Logistics, LLC (7411); Midwest Coast Transport, Inc. (0045); New Kings Road Jacksonville, LLC (4797); Old Winter Haven Road Auburndale, LLC (4738); W. Airport Blvd.(the “Auburndale Property”), with a bid of $7,500,000 (the “Purchase Price”) pursuant to that certain Asset Purchase Agreement, dated as of March 31, 2021 (together with any schedules, exhibits and any other documents or instruments related thereto, the “Purchase Agreement”, a copy of which is attached hereto as Exhibit 1, as modified, amended or supplemented from time to time, and the transactions contemplated therein, collectively, the “Auburndale Property Sale”); and upon consideration of the statements made in the Certification of Counsel, the Declaration of Andrew Hinkelman in Support of the Sale of Certain Non-Residential Real Property Free and Clear of Liens, Claims, Interests and Encumbrances, Pursuant to the Remaining Assets Sale Procedures Order security interest or similar interest, title defect, hypothecation, easement, right of way, restrictive covenant, encroachment, right of first offer or first refusal, right of setoff, preemptive right, any successor or successor-in-interest liability theories, proxy, voting trust or agreement, transfer restriction under any shareholder agreement or similar agreement, judgment, conditional sale or other title retention agreement or other imposition, imperfection or defect of title or restriction on transfer or use of any nature whatsoever (collectively, the “Encumbrances”), except for the Permitted The provisions of this Sale Order authorizing the Auburndale Property Sale by the Debtors free and clear of Encumbrances, except for Permitted Exceptions, shall be self-executing, and none of the Debtors, the Purchaser, or any other party shall be required to execute or file releases, termination statements, assignments, cancellations, consents or other instruments to effectuate, consummate, and/or implement

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ------------------------------------------------------------x In re: : Chapter 11 : COMCAR INDUSTRIES, INC., et al.,1 : Case No. 20-11120 (LSS) : Debtors. : (Jointly Administered) : ------------------------------------------------------------x Related D.I.: 651, 1307, 1335 ORDER (A) AUTHORIZING AND APPROVING THE SALE OF CERTAIN OF THE REMAINING ASSETS OF THE DEBTORS FREE AND CLEAR OF ALL LIENS, CLAIMS, ENCUMBRANCES AND OTHER INTERESTS, AND (B) GRANTING RELATED RELIEF [AUBURNDALE PROPERTY] This matter is before the Court on the Certification of Counsel Regarding Notice of Sale of Non-Residential Real Property Free and Clear of Liens, Claims, Interests and Encumbrances, Pursuant to the Remaining Assets Sale Procedures Order [Auburndale Property] [D.I. 1307] (the “Certification of Counsel”)2 submitted by counsel for the above-captioned debtors (the “Debtors”) for the entry of an order (this “Sale Order”) pursuant to the procedures set forth under that certain Order (I) Approving Procedures for the Sale of Remaining Assets, (II) Approving Procedures for the Sale of De Minimis Assets, (III) Authorizing and Approving the Sale of Assets Free and Clear of Liens, Claims, Interests, and Encumbrances, and (IV) Granting Related Relief [D.I. 651] (the “Remaining Assets Sale Procedures Order”); and the Debtors having determined Auburndale Industrial Holdings, 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are: 9th Place Newberry, LLC (0359); 16th Street Pompano Beach, LLC (0278); CCC Spotting, LLC (0342); CCC Transportation, LLC (1058); Charlotte Avenue Auburndale, LLC (2179); Coastal Transport, Inc. (2918); Coastal Transport Logistics, LLC (7544); Comcar Industries, Inc. (8221); Comcar Logistics, LLC (2338); Comcar Properties, Inc. (9545); Commercial Carrier Corporation (8582); Commercial Carrier Logistics, LLC (7544); Commercial Truck and Trailer Sales Inc. (0722); Cortez Blvd. Brooksville, LLC (2210); CT Transportation, LLC (0997); CTL Distribution, Inc. (7383); CTL Distribution Logistics, LLC (7506); CTL Transportation, LLC (0782); CTTS Leasing, LLC (7466); Detsco Terminals, Inc. (9958); Driver Services, Inc. (3846); East Broadway Tampa, LLC (2233); East Columbus Drive Tampa, LLC (3995); Fleet Maintenance Services, LLC (1410); MCT Transportation, LLC (0939); Midwest Coast Logistics, LLC (7411); Midwest Coast Transport, Inc. (0045); New Kings Road Jacksonville, LLC (4797); Old Winter Haven Road Auburndale, LLC (4738); W. Airport Blvd. Sanford, LLC (0462); Willis Shaw Logistics, LLC (7341); WSE Transportation, LLC (0866). The corporate headquarters and the mailing address for the Debtors listed above is 8800 Baymeadows Way West, Suite 200, Jacksonville, Florida 32256. 2 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Certification of Counsel or the Purchase Agreement (as defined herein), as applicable.

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LLC to be the successful bidder (the “Purchaser”) for the real property located at 502, 548 Bridgers Avenue and 509 U.S. Highway 92, Auburndale, FL 33823 (the “Auburndale Property”), with a bid of $7,500,000 (the “Purchase Price”) pursuant to that certain Asset Purchase Agreement, dated as of March 31, 2021 (together with any schedules, exhibits and any other documents or instruments related thereto, the “Purchase Agreement”, a copy of which is attached hereto as Exhibit 1, as modified, amended or supplemented from time to time, and the transactions contemplated therein, collectively, the “Auburndale Property Sale”); and upon consideration of the statements made in the Certification of Counsel, the Declaration of Andrew Hinkelman in Support of the Sale of Certain Non-Residential Real Property Free and Clear of Liens, Claims, Interests and Encumbrances, Pursuant to the Remaining Assets Sale Procedures Order [Auburndale Property] (the “Hinkelman Declaration”) which was attached to the Certification of Counsel as “Exhibit C”; and this Court having reviewed the Purchase Agreement which was attached to the Certification of Counsel as “Exhibit B”; and this Court having found that (i) this Court has jurisdiction over the Debtors, their estates, property of their estates and to consider the relief requested in the Certification of Counsel under 28 U.S.C. §§ 157 and 1334 and the Amended Standing Order of Reference from the United States District Court for the District of Delaware, dated February 29, 2012, (ii) this Court may enter a final order consistent with Article III of the United States Constitution, (iii) this is a core proceeding under 28 U.S.C § 157(b)(2)(A), (iv) venue in this district is proper under 28 U.S.C. §§ 1408 and 1409, and (v) no further or other notice of the Certification of Counsel is required under the circumstances; and this Court having determined that the relief sought in the Certification of Counsel is in the best interests of the Debtors’ estates and other parties in interest; and after due deliberation and sufficient cause appearing therefor,

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IT IS HEREBY ORDERED, ADJUDGED AND DECREED THAT: 1. The Auburndale Property Sale, as contemplated in the Purchase Agreement is approved as set forth in this Sale Order. 2. The Purchase Agreement and the terms and conditions thereof are hereby approved, and the Debtors are authorized to enter into all related agreements and such other ancillary documents consistent with the terms hereof and in furtherance thereof. 3. The record of these chapter 11 cases, including the Court’s findings of fact and conclusions of law, as set forth in the Remaining Assets Sale Procedures Order, are incorporated herein by reference and the Court takes judicial notice of the record. 4. Notice of the Certification of Counsel and the Auburndale Property Sale was adequate, fair, and equitable under the circumstances and complied in all respects with section 102(1) of the Bankruptcy Code, Bankruptcy Rules 2002, 4001 and 6004, and Local Rules 2002-1 and 6004-1. 5. The transactions contemplated by and consummated under the Purchase Agreement are undertaken by the Purchaser without collusion and through an arms’ length bargaining process and in good faith, as that term is defined in sections 363(m) and 364(e) of the Bankruptcy Code. The Purchaser is a good faith buyer within the meaning of section 363(m) of the Bankruptcy Code and, as such, the Purchaser is entitled to the full protections of section 363(m) of the Bankruptcy Code. The Auburndale Property Sale cannot be avoided under section 363(n) of the Bankruptcy Code. Pursuant to Bankruptcy Rules 7062, 9014 and 6004(h) this Sale Order shall be effective immediately upon entry and the Debtors and the Purchaser are authorized to close the Auburndale Property Sale immediately upon entry of this Sale Order.

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6. The consideration provided by the Purchaser pursuant to the Purchase Agreement for the purchase of the Auburndale Property is fair and adequate and constitutes reasonably equivalent value and fair consideration under the Bankruptcy Code. 7. The Debtors have full corporate power and authority to execute and deliver the Purchase Agreement and all other documents contemplated thereby, and no further consents or approvals are required for the Debtors to consummate the transactions contemplated by the Purchase Agreement except as otherwise set forth in the Purchase Agreement. 8. The transfer of the Auburndale Property to the Purchaser will be a legal, valid, and effective transfer of the Debtors’ interest in such assets and vests or will vest the Purchaser with all right, title, and interest of the Debtors to the Auburndale Property free and clear of all liens, claims, encumbrances, and other interests accruing, arising, or relating to any time prior to the Closing Date, except for the Permitted Exceptions as set forth in the Purchase Agreement. 9. Except for section 1146(a) of the Bankruptcy Code, the Purchaser shall be afforded all exemptions from recording and/or transfer taxes that apply to the recordation of grant deeds conveying title to real property and improvements transferred to Purchaser under the Purchase Agreement so as to permit such recording to occur free of any such taxes. 10. Pursuant to sections 105(a) and 363(b), 363(f) of the Bankruptcy Code, and subject in all respects to the terms of this Sale Order, the Debtors are authorized and directed to transfer the Auburndale Property to the Purchaser on the Closing Date. The Auburndale Property shall be transferred to the Purchaser upon and as of the Closing Date and such transfer shall constitute legal, valid, binding and effective transfer of the Auburndale Property and, upon the Debtors’ receipt of the Purchase Price, shall be free and clear of any Lien, encumbrance, Claim, right, demand, charge, mortgage, deed of trust, lease, option, pledge, security interest or similar interest, title defect, hypothecation, easement, right of way,

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restrictive covenant, encroachment, right of first offer or first refusal, right of setoff, preemptive right, any successor or successor-in-interest liability theories, proxy, voting trust or agreement, transfer restriction under any shareholder agreement or similar agreement, judgment, conditional sale or other title retention agreement or other imposition, imperfection or defect of title or restriction on transfer or use of any nature whatsoever (collectively, the “Encumbrances”), except for the Permitted Exceptions as set forth in the Purchase Agreement. Encumbrances shall attach to the net sale proceeds with the same priority, enforceability and extent as attached to the Auburndale Property. For the avoidance of doubt, the net sale proceeds shall be subject to the perfected, unavoidable, and enforceable liens of B2 FIE VIII LLC. 11. All persons and entities are hereby forever prohibited and enjoined from taking any action that would adversely affect or interfere with the ability of the Debtors to sell and transfer the Auburndale Property to the Purchaser. All objections to the Auburndale Property Sale that have not been withdrawn, waived, settled, or provided for herein are overruled on the merits with prejudice. 12. Except as expressly provided by the Purchase Agreement, all persons and entities holding Encumbrances on all or any portion of the Auburndale Property are forever barred, estopped, and permanently enjoined from asserting against the Purchaser or its successors or assigns, its property, or the Auburndale Property, such Encumbrances and all claims and rights relating thereto. On the Closing Date, each holder of an Encumbrance is authorized and directed to execute such documents and take all other actions necessary to release its Encumbrances on the Auburndale Property, as provided for herein, as such Encumbrances may have been recorded or may otherwise exist. 13. A copy of this Sale Order may be filed with the appropriate clerk and/or recorded with the appropriate recorder to cancel any Encumbrances of record.

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14. This Sale Order is and shall be binding upon and govern the acts of all persons and entities, including, without limitation, all filing agents, filing officers, title agents, title companies, recorders of mortgages, recorders of deeds, registrars of deeds, administrative agencies, governmental departments, secretaries of state, federal and local officials, and all other persons and entities who may be required by operation of law, the duties of their office, or contract, to accept, file, register or otherwise record or release any documents or instruments, or who may be required to report or insure any title or state of title in or to any lease; and each of the foregoing persons and entities is hereby authorized to and ordered to accept for filing this Sale Order as sole and sufficient evidence of such transfer of title and shall rely upon this Sale Order to consummate the transactions contemplated by the Purchase Agreement. The provisions of this Sale Order authorizing the Auburndale Property Sale by the Debtors free and clear of Encumbrances, except for Permitted Exceptions, shall be self-executing, and none of the Debtors, the Purchaser, or any other party shall be required to execute or file releases, termination statements, assignments, cancellations, consents or other instruments to effectuate, consummate, and/or implement the provisions hereof with respect to the Auburndale Property Sale; provided, however, that this paragraph shall not excuse such parties from performing any and all of their respective obligations under this Sale Order or the Purchase Agreement. 15. The Purchase Agreement and any related agreements, documents or other instruments may be modified, amended or supplemented by the parties thereto and in accordance with the terms thereof, without further order of the Court, provided that any such modification, amendment or supplement does not have a material adverse effect on the Debtors’ estates, holders of Encumbrances, or on the interests of the Purchaser. 16. The Court shall retain jurisdiction to, among other things, interpret, implement, and enforce the terms and provisions of this Sale Order and the Purchase

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Agreement, all amendments thereto and any releases, waivers and consents hereunder and thereunder, and each of the agreements executed in connection therewith to which any of the Debtors are a party or which has been assigned by the Debtors to the Purchaser, and to adjudicate, if necessary, any and all disputes concerning or relating in any way to any of the foregoing. 17. The terms and provisions of this Sale Order, as well as the rights granted under the Purchase Agreement and related documents, shall continue in full force and effect and are binding upon any successor, reorganized Debtors, or chapter 7 or chapter 11 trustee applicable to the Debtors, notwithstanding any such conversion, dismissal or entry of a related order. Nothing contained in any chapter 11 plan confirmed in the Debtors’ cases or in any order confirming such a plan, nor any order dismissing the cases or converting the cases to a case under chapter 7, shall conflict with or derogate from the provisions of the Purchase Agreement, any documents or instruments executed in connection therewith, or the terms of this Sale Order. The provisions of this Sale Order and any actions taken pursuant hereto shall survive any conversion or dismissal of the cases and the entry of any other order that may be entered in the cases, including any order (i) confirming any plan of reorganization; (ii) converting the cases from chapter 11 to chapter 7; (iii) appointing a trustee or examiner in the cases; or (iv) dismissing the cases. Dated: April 30th, 2021 LAURIE SELBER SILVERSTEIN

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