ADENTRA Inc. - M&A Activity 2021 | FinancialReports.eu

EXECUTION COPY

EQUITY PURCHASE AGREEMENT

by and among

BW EMPIRE EQUITY HOLDINGS, LLC,

BW NOVO AIV III LLC,

NOVO BUILDING PRODUCTS HOLDINGS, LLC, HARDWOODS SPECIALTY PRODUCTS US LP,

CHARLES MILLER, as the Seller Representative,

and

solely with respect to Sections 1.1, 1.2, 4 and 26, Hardwoods Distribution Inc.

Dated: June 23, 2021

		TABLE OF CONTENTS
		Page
1.	PURCHASE PRICE; CLOSING.....................................................................................2
	1.1	Purchase and Sale of Transferred Equity Interests; Payment of Closing
		Purchase Price ..........................................................................................................2
	1.2	Closing Payments.....................................................................................................2
	1.3	Flow of Funds Memorandum...................................................................................3
	1.4	Purchase Price Adjustment ......................................................................................3
	1.5	Payments ..................................................................................................................6
	1.6	Closing .....................................................................................................................6
	1.7	Withholding Taxes ...................................................................................................7
	1.8	Treatment of Cash ....................................................................................................7
2.	REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE
	SELLERS............................................................................................................................7
	2.1	Organization .............................................................................................................7
	2.2	Authorization ...........................................................................................................7
	2.3	Title to Transferred Equity Interests ........................................................................8
	2.4	Brokers .....................................................................................................................8
	2.5	No Conflicts .............................................................................................................8
	2.6	No Other Representations and Warranties ...............................................................8
3.	REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE
	ACQUIRED COMPANIES..............................................................................................9
	3.1	Organization .............................................................................................................9
	3.2	Authorization; Corporate Documentation................................................................9
	3.3	Capitalization of the Company ................................................................................9
	3.4	Binding Agreement ................................................................................................10
	3.5	No Breach ..............................................................................................................10
	3.6	Permits ...................................................................................................................11
	3.7	Compliance With Laws..........................................................................................11
	3.8	Title to Assets ........................................................................................................12
	3.9	Condition of Personal Property ..............................................................................12
	3.10	Accounts Receivable ..............................................................................................13
	3.11	Intellectual Property ...............................................................................................13
	3.12	Contracts ................................................................................................................15
	3.13	Litigation ................................................................................................................18
	3.14	Financial Statements; Controls ..............................................................................18
	3.15	Liabilities ...............................................................................................................18
	3.16	Tax Matters ............................................................................................................19
	3.17	Employee Benefit Plans; ERISA ...........................................................................21
	3.18	Insurance ................................................................................................................22
	3.19	Environmental Matters...........................................................................................23
	3.20	Real Estate .............................................................................................................24
	3.21	No Other Agreement To Sell .................................................................................27
	3.22	Transactions with Certain Persons .........................................................................28

	3.23	Employees ..............................................................................................................28
	3.24	Labor Relations ......................................................................................................29
	3.25	Brokers ...................................................................................................................30
	3.26	Privacy and Security ..............................................................................................30
	3.27	Events Subsequent .................................................................................................30
	3.28	Suppliers and Customers........................................................................................31
	3.29	Accounts; Safe Deposit Boxes ...............................................................................32
	3.30	Products..................................................................................................................32
	3.31	CARES Act Funds .................................................................................................32
	3.32	No Other Representations and Warranties .............................................................32
4.	REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND
	THE	PARENT..................................................................................................................33
	4.1	Organization ...........................................................................................................33
	4.2	Necessary Authority...............................................................................................33
	4.3	No Conflict.............................................................................................................34
	4.4	Brokers ...................................................................................................................34
	4.5	Litigation ................................................................................................................34
	4.6	Ability to Perform Agreement; Solvency ..............................................................34
	4.7	Investment Intent ...................................................................................................36
	4.8	No Other Representations and Warranties .............................................................36
5.	COVENANTS OF THE PARTIES................................................................................36
	5.1	Affirmative Covenants of the Acquired Companies ..............................................36
	5.2	Negative Covenants of the Acquired Companies ..................................................37
	5.3	Access ....................................................................................................................39
	5.4	No Negotiations .....................................................................................................39
	5.5	Mutual Covenants Regarding Confidentiality .......................................................39
	5.6	Mutual Covenants Regarding No Inconsistent Action ..........................................40
	5.7	Post-Closing Employee Benefits and Business .....................................................40
	5.8	Mutual Covenants Regarding Further Action; Efforts...........................................42
	5.9	Director & Officer Insurance .................................................................................43
	5.10	R&W Insurance .....................................................................................................43
	5.11	Copy of Virtual Data Room and Electronic Files ..................................................44
	5.12	Closing Date Actions .............................................................................................44
	5.13	Purchaser’s Acknowledgment ...............................................................................44
	5.14	Seller Release .........................................................................................................46
	5.15	Retention and Access to Records ...........................................................................46
	5.16	Financing Covenant ...............................................................................................46
6.	CLOSING CONDITIONS..............................................................................................51
	6.1	Conditions to Purchaser’s Obligations...................................................................51
	6.2	Conditions to the Company’s and the Sellers’ Obligations ...................................52
	6.3	Frustration of Closing Conditions ..........................................................................53
7.	CLOSING DELIVERABLES.........................................................................................53
	7.1	Closing Documents to be Delivered by the Company and the Seller
		Representative ........................................................................................................53

	7.2	Closing Documents to be Delivered by the Purchaser...........................................54
	7.3	Other Closing Documents ......................................................................................54
8.	TERMINATION..............................................................................................................54
	8.1	Termination ............................................................................................................54
	8.2	Effect of Termination .............................................................................................55
9.	REMEDIES......................................................................................................................56
	9.1	Survival; Exclusive Remedy; R&W Insurance Policy ..........................................56
	9.2	Indemnification by Sellers .....................................................................................56
	9.3	Indemnification by Purchaser ................................................................................58
	9.4	Procedure for Indemnification – Third Party Claims ............................................59
	9.5	Procedure for Indemnification – Other Claims ......................................................61
	9.6	Other Indemnification Covenants ..........................................................................61
10.	POST	CLOSING MATTERS.........................................................................................62
	10.1	Cooperation ............................................................................................................62
	10.2	Litigation Support ..................................................................................................62
	10.3	Tax Matters ............................................................................................................63
	10.4	Delivery of R&W Insurance Policy and Tail Policy .............................................67

11.	SPECIFIC PERFORMANCE........................................................................................67
12.	PUBLIC STATEMENTS................................................................................................67
13.	EXPENSES.......................................................................................................................68
14.	AMENDMENT AND ASSIGNABILITY......................................................................68
15.	NOTICES..........................................................................................................................69
16.	WAIVER...........................................................................................................................70
17.	ENTIRE AGREEMENT.................................................................................................71
18.	COUNTERPARTS; ELECTRONIC SIGNATURE....................................................71
19.	SEVERABILITY.............................................................................................................71
20.	CHOICE OF LAW; VENUE..........................................................................................71
21.	WAIVER OF TRIAL BY JURY....................................................................................72
22.	REPRESENTATION BY COUNSEL...........................................................................72
23.	PARTIES IN INTEREST; NO RECOURSE................................................................73
24.	EXHIBITS, SCHEDULES AND DISCLOSURE SCHEDULES................................74
25.	SELLER REPRESENTATIVE......................................................................................75
26.	PARENT LIABILITY.....................................................................................................76
27.	DEFINITIONS; INTERPRETATION..........................................................................76
	27.1 Definitions..............................................................................................................76
	27.2 Certain Interpretive Matters ...................................................................................93

EXHIBITS
Exhibit A	Form of AIV Partnership Redemption Agreement
Exhibit B	Form of Blocker Redemption Agreement
Exhibit C	Form of Escrow Agreement
Exhibit D	R&W Insurance Policy
Exhibit E	Form of Non-Solicitation and Confidentiality Agreement
Exhibit F	Form of Fund Guarantee

EQUITY PURCHASE AGREEMENT

THIS EQUITY PURCHASE AGREEMENT (this “ Agreement ”) is entered into as of the 23rd day of June, 2021 (the “ Execution Date ”), by and among Hardwoods Specialty Products US LP, a Delaware limited partnership (the “ Purchaser ”), BW Empire Equity Holdings, LLC, a Delaware limited liability company (“ Direct Seller ”), BW Novo AIV III, LLC, a Delaware limited liability company (“ Blocker Seller ” and together with Direct Seller, the “ Sellers ”), Novo Building Products Holdings, LLC, a Delaware limited liability company (the “ Company ”), Charles Miller, in his capacity as the representative of the Sellers (the “ Seller Representative ”), and, solely for purposes of Section 1.1, Section 1.2, Section 4, and Section 26, Hardwoods Distribution Inc., a corporation formed under the Canada Business Corporations Act and indirect parent of the Purchaser (the “ Parent ”).

RECITALS

WHEREAS , Blocker Seller owns 35,378,992 limited partnership interests in BW Novo AIV III, L.P. (“ AIV Partnership ”).

WHEREAS , AIV Partnership owns one percent (1%) of the issued and outstanding limited liability company interests of the Company (the “ Company Equity Interests ”) and Direct Seller owns the remaining ninety-nine percent (99%) of the Company Equity Interests.

WHEREAS , prior to the Closing and pursuant to the terms of a distribution and redemption agreement in the form attached hereto as Exhibit A (the “ AIV Partnership Redemption Agreement ”), Direct Seller will distribute the percentage of the Company Equity Interests set forth on Schedule 1(a) to AIV Partnership in redemption of a portion of AIV Partnership’s interest in the Company (the “ Initial Redemption ”).

WHEREAS , immediately following the Initial Redemption and pursuant to the terms of a distribution and redemption agreement in the form attached hereto as Exhibit B (the “ Blocker Redemption Agreement ”, and together with the AIV Partnership Redemption Agreement, the “ Redemption Agreements ”), AIV Partnership will distribute all of its interests in the Company to Blocker Seller in full redemption of Blocker Seller’s interest in AIV Partnership (the “ Second Redemption ”, and together with the Initial Redemption, the “ Restructuring ”), so that following the Second Redemption, the Sellers will collectively own all of the Company Equity Interests.

WHEREAS , each of the Sellers desires to sell and convey the percentage of the Company Equity Interests held by such Seller as set forth in the Flow of Funds Memorandum to the Purchaser, comprising, in the aggregate, all of the outstanding Company Equity Interests (the “ Transferred Equity Interests ”), and the Purchaser desires to purchase the Transferred Equity Interests from the Sellers, on the terms and subject to the conditions set forth in this Agreement, so that as a result of the forgoing transactions, the Purchaser will own, directly or indirectly all of the Company Equity Interests.

AGREEMENT

NOW, THEREFORE , in consideration of the covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. PURCHASE PRICE; CLOSING .

1.1 Purchase and Sale of Transferred Equity Interests; Payment of Closing Purchase Price. At the Closing and upon all of the terms and subject to all of the conditions of this Agreement, the Sellers will sell, transfer, assign and convey to the Purchaser, and the Purchaser will purchase and accept from the Sellers, the Transferred Equity Interests. At the Closing, in full payment for the Transferred Equity Interests, the Purchaser will, and the Parent will cause the Purchaser to, pay to or on behalf of the Sellers, by wire transfer of immediately available funds, the sum of Three Hundred Million Dollars ($300,000,000) plus the Tax Gross-Up Amount (the “ Base Purchase Price ”), as adjusted pursuant to Section 1.4(a), minus:

(a) the amount of Indebtedness of the Acquired Companies as of the Effective Time (the “ Closing Date Indebtedness ”), if any;

(b) the amount of the unpaid Transaction Expenses as of the Effective Time, if

any;

(c) the Working Capital Escrow Amount by wire transfer of immediately available funds to an escrow account (the “ Working Capital Escrow Account ”) to be established by the Purchaser and the Seller Representative with Citibank, National Association (the “ Escrow Agent ”), to be held by the Escrow Agent pursuant to the terms of an escrow agreement in the form attached hereto as Exhibit C (the “ Escrow Agreement ”); and

(d) an amount equal to the Seller Representative Fund.

The amount so payable to the Sellers at the Closing is referred to as the “ Closing Purchase Price ” and the Closing Purchase Price, as further adjusted pursuant to Section 1.4(c) is referred to as the “ Purchase Price .”

1.2 Closing Payments. At the Closing, the Purchaser will, and the Parent will cause the Purchaser to, pay:

(a) the amount of the Closing Date Indebtedness, if any, to the Persons and in the amounts set forth in the Flow of Funds Memorandum;

(b) the amount of the unpaid Transaction Expenses as of the Effective Time, if any, to the Persons and in the amounts set forth in the Flow of Funds Memorandum;

(c) the Working Capital Escrow Amount to the Escrow Agent;
(d) the amount of the Seller Representative Fund to the Seller Representative;

(e) the fees due from the Purchaser to the Escrow Agent under the Escrow Agreement to the Escrow Agent (which for the avoidance of doubt, does not reduce the Closing Purchase Price);

(f) the amount of any outstanding R&W Insurance Expenses to the R&W Insurance Provider (which for the avoidance of doubt, does not reduce the Closing Purchase Price);

(g) the amount of any outstanding Tail Policy Expenses to the Tail Policy Provider (which for the avoidance of doubt, does not reduce the Closing Purchase Price);

(h) the Tax Gross-Up Amount to the Blocker Seller; and

(i) the portion of the Closing Purchase Price (after the deduction of the Tax Gross-Up Amount paid to the Blocker Seller pursuant to Section 1.2(h)), to each Seller in accordance with such Seller’s Pro Rata Share, as set forth in the Flow of Funds Memorandum.

1.3 Flow of Funds Memorandum. Not later than three (3) days prior to the Closing Date, the Company and the Seller Representative will prepare and deliver to the Purchaser a flow of funds memorandum containing the Company’s good faith estimate (including all calculations in reasonable detail) of: (a) the Estimated Net Working Capital in accordance with Section 1.4(a); (b) the amount of the Closing Date Indebtedness; (c) the amount of unpaid Transaction Expenses as of the Effective Time; and (d) the amount of the Closing Purchase Price showing the amounts that will be paid to each Seller and the percentage of the Company Equity Interests owned by each Seller (such statement, the “ Flow of Funds Memorandum ”). These calculations will be used in connection with the payments described in Section 1.1 and Section 1.2. The Flow of Funds Memorandum also will contain wire instructions for all of the foregoing payments (or instructions to pay certain amounts by check).

1.4 Purchase Price Adjustment.

(a) Not later than three (3) days prior to the Closing Date, the Company will deliver to the Purchaser a statement (the “ Estimated Net Working Capital Statement ”), setting forth the Company’s good faith estimate (the “ Estimated Net Working Capital ”) of the Net Working Capital of the Acquired Companies (prepared applying the definition of Net Working Capital contained herein) as of the Effective Time, together with an estimated unaudited balance sheet of the Acquired Companies on a consolidated basis as of the Effective Time (the “ Estimated Closing Date Balance Sheet ”). In the event that the Purchaser notifies the Company prior to the Closing that it disputes any component in the Flow of Funds Memorandum or the Estimated Net Working Capital Statement, then the Company and the Purchaser will cooperate in good faith to resolve any such dispute as promptly as practicable, and modify the Flow of Funds Memorandum or the Estimated Net Working Capital Statement (as applicable) to reflect any agreed adjustments thereto (provided that if they do not agree, the parties will close based upon the Company’s good faith Flow of Funds Memorandum or Estimated Net Working Capital Statement (as applicable) and regardless of whether or not the parties agree on any change to the Flow of Funds Memorandum or the Estimated Net Working Capital Statement or the Purchaser does or does not notify the Company of any disputes with respect to the Flow of Funds Memorandum or the Estimated Net Working Capital Statement, the Purchaser may thereafter seek adjustment pursuant to Section 1.4(b)(i)). The Base Purchase Price will be adjusted by the difference between the

Estimated Net Working Capital and the Target Net Working Capital as follows: (i) if the Estimated Net Working Capital exceeds the Upper Collar Amount, the Base Purchase Price will be increased dollar-for-dollar by the amount of such excess and (ii) if the Estimated Net Working Capital is less than the Lower Collar Amount, the Base Purchase Price will be decreased dollar-for-dollar by the amount of such shortfall. If the Estimated Net Working Capital is between the Upper Collar Amount and the Lower Collar Amount (the “ Working Capital Collar ”), then there shall be no Base Purchase Price adjustment. The Closing Purchase Price will thereafter be subject to further adjustment as provided in Section 1.4(c).

(b) Post-Closing Purchase Price Adjustment.

(i) Preparation of Closing Statement. As soon as practicable, and in any event within ninety (90) days after the Closing Date, the Purchaser will prepare and deliver to the Seller Representative an unaudited balance sheet of the Acquired Companies on a consolidated basis as of the Effective Time (the “ Closing Date Balance Sheet ”). Together with the Closing Date Balance Sheet (and based thereon to the extent applicable), the Purchaser will deliver to the Seller Representative a statement (the “ Closing Statement ”), signed by the Purchaser, certifying the Purchaser’s good faith determination of:

(A) the actual Net Working Capital of the Acquired Companies (prepared applying the definition of Net Working Capital contained herein) as of the Effective Time, and identifying any adjustments to the Closing Purchase Price as a result of such amounts being greater or less than the amount of Estimated Net Working Capital set forth on the Flow of Funds Memorandum, provided that if either the actual Net Working Capital or the Estimated Net Working Capital is outside the Working Capital Collar, then the Purchaser will calculate the Base Purchase Price adjustment without taking into account any adjustment actually made at the Closing pursuant to Section 1.4(a) and shall recalculate the net Base Purchase Price adjustment after giving appropriate credit for any adjustment already made pursuant to Section 1.4(a). For example, if the Estimated Net Working Capital exceeds the Working Capital Collar by $200,000 and the actual Net Working Capital is inside the Working Capital Collar, then the net adjustment to the Base Purchase Price under this Section 1.4(b)(i)(A) would be $200,000 in favor of the Purchaser. If the Estimated Net Working Capital is $200,000 below the Working Capital Collar and the actual Net Working Capital is $200,000 above the Working Capital Collar, then the net adjustment to the Base Purchase Price under this Section 1.4(b)(i)(A) would be $400,000 in favor of the Sellers; and

(B) (1) the Actual Indebtedness as of the Effective Time, and (2) the actual Transaction Expenses as of the Effective Time, and identifying any adjustments to the Closing Purchase Price, as a result of such amounts being greater or less than the amount of the Closing Date Indebtedness, or Transaction Expenses, respectively, set forth on the Flow of Funds Memorandum.

The Purchaser will deliver, with the Closing Statement, reasonably detailed calculations and supporting documentation describing in reasonable detail all changes from the calculations provided by the Company in the Flow of Funds Memorandum or the Estimated Net Working Capital Statement, as applicable.

(ii) Review and Resolution Period. After receipt of the Closing Statement, the Seller Representative will have forty-five (45) days to review it. To the extent reasonably required to complete such review of the Closing Statement, the Purchaser will, upon written request, provide the Seller Representative with reasonable access during normal business hours to all working papers in the Purchaser’s or its Representatives’ possession or control to the extent related to the preparation of the Closing Statement. The Seller Representative will deliver notice to the Purchaser on or prior to the forty-fifth (45[th] ) day after receipt of the Closing Statement specifying in reasonable detail all disputed items with respect to the Closing Statement and the basis therefor. If the Seller Representative fails to deliver such notice in such forty-five (45) day period, the Seller Representative will be deemed to have waived (for itself and on behalf of each Seller) its right to contest the Closing Statement; provided that, to the extent that the Purchaser fails to provide the Seller Representative with such reasonably requested access, then such forty-five (45) day period will be extended by one (1) day for each day required for the Purchaser to comply with such request. If the Seller Representative notifies the Purchaser of any objections to the Closing Statement in such forty-five (45) day (as tolled) period, the parties will, within thirty (30) days following the date of such notice (the “ Resolution Period ”), attempt to resolve their differences and any written resolution by them as to any disputed amount will be final and binding for all purposes under this Agreement.

(iii) Dispute Resolution Procedure. If at the conclusion of the Resolution Period the parties have not reached an agreement on any remaining objections with respect to the Closing Statement, then either the Purchaser or the Seller Representative may require the dispute to be resolved by way of the Dispute Resolution Procedure by providing notice to the other party(ies) of such demand. The term “ Final Closing Statement ” means the definitive Closing Statement (A) resulting from the Seller Representative’s failure to timely deliver notice pursuant to Section 1.4(b)(ii), (B) agreed to by the Seller Representative and the Purchaser in accordance with Section 1.4(b)(ii), or (C) resulting from the determination made by the Neutral Auditor in accordance with the Dispute Resolution Procedure.

(c) Calculation of Post-Closing Purchase Price Adjustment. The Net Working Capital amount reflected on the Final Closing Statement (the “ Actual Net Working Capital ”), the actual Closing Date Indebtedness amount reflected on the Final Closing Statement (the “ Actual Indebtedness ”), the actual amount of Transaction Expenses reflected on the Final Closing Statement (the “ Actual Transaction Expenses ”, and together with the Actual Net Working Capital, Actual Indebtedness and Actual Transaction Expenses, the “ Actual Amounts ”) will be used to calculate post-Closing adjustments to the Closing Purchase Price (as adjusted pursuant to Section 1.4(a)) as follows:

(i) If the Closing Purchase Price (as adjusted pursuant to Section 1.4(a)), as recalculated using Actual Amounts is greater than the Closing Purchase Price (as set forth on the Flow of Funds Memorandum), then the Purchaser will pay to the Seller Representative, for distribution to each of the Sellers in accordance with each

Seller’s Pro Rata Share, an amount equal to such excess and, subject to any other disbursements to be made to the Purchaser from the Working Capital Escrow Account pursuant to this Section 1.4(c), instruct the Escrow Agent to release the Working Capital Escrow Amount (by the execution of joint written instructions signed by the Purchaser and the Seller Representative) to the Seller Representative, for distribution to each of the Sellers in accordance with each Seller’s Pro Rata Share.

(ii) If the Closing Purchase Price (as adjusted pursuant to Section 1.4(a)), as recalculated using Actual Amounts is less than the Closing Purchase Price (as set forth on the Flow of Funds Memorandum), then the Seller Representative will execute such documentation necessary to instruct the Escrow Agent to pay such shortfall to the Purchaser first from the Working Capital Escrow Amount (by execution of joint written instructions signed by the Purchaser and the Seller Representative releasing such amount to the Purchaser) to an account designated by the Purchaser, and Sellers shall be jointly and severally liable to the Purchaser for any remaining shortfall. Any remaining funds from the Working Capital Escrow Account after payment to the Purchaser pursuant to this Section 1.4(c)(ii) will be paid to the Seller Representative, for distribution to each of the Sellers in accordance with each Seller’s Pro Rata Share.

1.5 Payments. If the Purchaser is required to pay an amount to the Seller Representative for distribution to each of the Sellers in accordance with each Seller’s Pro Rata Share under Section 1.4(c), then the Purchaser will make such payment within five (5) Business Days after the date on which Actual Amounts are finally determined pursuant to Section 1.4(b). If the Seller Representative and the Sellers or the Purchaser is entitled to an amount from the Working Capital Escrow Account under Section 1.4(c), the Seller Representative and the Purchaser will provide such documentation necessary to instruct the Escrow Agent to pay such required amount from the Working Capital Escrow Account within five (5) Business Days after the date on which Actual Amounts are finally determined pursuant to Section 1.4(b). If Sellers are required to pay an amount to the Purchaser under Section 1.4(c), then Sellers will make such payment within five (5) Business Days after the date on which Actual Amounts are finally determined pursuant to Section 1.4(b). For the avoidance of doubt, the Sellers shall be jointly and severally liable for all amounts payable to the Purchaser under Section 1.4(c). If any such amount is not timely paid in accordance with this Section 1.5, then such amount will bear interest at the rate of eight percent (8%) per annum from the date such amount is due hereunder until paid in full. Except as expressly provided herein, all payments under this Agreement will be made by delivery to the recipient by depositing, by wire transfer, the required amount (in immediately available funds in United States currency) in an account of the recipient, which account will be designated by the recipient in writing at least three (3) days prior to the date of the required payment.

1.6 Closing.

(a) Unless this Agreement is earlier terminated pursuant to Section 8.1, the closing of the transactions contemplated by this Agreement (the “ Closing ”) will take place by conference call and electronic (i.e., email/PDF) delivery on the first (1[st] ) Monday following the later of (i) the satisfaction of or waiver of all conditions to the obligations of the parties to consummate the transactions contemplated hereby (other than conditions with respect to actions the respective parties will take at the Closing itself) or (ii) the date that is thirty (30) days following the Execution Date (the “ Inside Date ”), or such other date, time and place as the Purchaser and

the Seller Representative may agree (the “ Closing Date ”). To the extent permitted by Law and GAAP, for Tax and accounting purposes, the parties will treat the Closing as being effective at 11:59 p.m. (Eastern Time) on the Closing Date (the “ Effective Time ”).

(b) At the Closing, (i) the Seller Representative or the Company will deliver to the Purchaser the various certificates, instruments, and documents referred to in Section 7.1 and (ii) the Purchaser will deliver to the Company and the Seller Representative the various certificates, instruments, and documents referred to in Section 7.2.

1.7 Withholding Taxes. Notwithstanding any other provision in this Agreement, the Purchaser, the Acquired Companies, the Sellers and the Seller Representative will have the right to deduct and withhold Taxes from any payments to be made hereunder if such withholding is required by Law and to collect any necessary Tax forms, including Form W-9, or any similar information, in consultation with the Seller Representative, and such amounts will be reflected in the Flow of Funds Memorandum. To the extent that amounts are withheld and paid to the appropriate Taxing Authority, such withheld amounts will be treated for all purposes of this Agreement as having been delivered and paid to the applicable Person in respect of which such deduction and withholding was made. The Purchaser agrees to provide the Seller Representative with at least two (2) Business Days prior written notice regarding any proposed withholding with respect to the Closing Purchase Price.

1.8 Treatment of Cash. At or immediately prior to the Closing, to the extent not reflected in the Estimated Net Working Capital Statement pursuant to Section 1.4(a), the Company will have the right to cause the Acquired Companies to distribute to each of the Sellers in accordance with each Seller’s Pro Rata Share, all Cash.

2. REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SELLERS

Sellers jointly and severally hereby represent and warrant to the Purchaser the following matters in this Section 2. These representations and warranties, as qualified by the Disclosure Schedules, are made as of the Execution Date and as of the Closing Date, except to the extent that a representation or warranty expressly states that such representation or warranty is made as of an earlier date.

2.1 Organization. Such Seller is duly organized, validly existing, and in good standing under the Laws of the jurisdiction of its formation, and is qualified or registered to do business in each jurisdiction in which the nature of its business or operations would require such qualification or registration, except where the failure to be so qualified or registered would not, individually or in the aggregate, reasonably be expected to adversely affect the ability of such Seller to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement and the other Transaction Documents. Such Seller has the capacity or all requisite limited liability partnership or limited liability company power and authority, as applicable, to own or lease all of its properties and assets and to carry on its business as it is now being conducted.

2.2 Authorization.

(a) Such Seller has full limited partnership or limited liability company power and authority, as applicable, to execute and deliver this Agreement and the other Transaction

Documents to which it is or will be a party, to perform its obligations hereunder and thereunder, and, subject to the Required Statutory Approvals, to consummate the transactions contemplated hereby and thereby. The execution, delivery, and performance of this Agreement and the other Transaction Documents to which such Seller is or will be a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by such Seller and, upon execution and delivery, will constitute (assuming, in each case, the due authorization, execution and delivery by each other party thereto) the legal, valid, and binding obligations of such Seller enforceable against such Seller in accordance with their respective terms and conditions, subject only to the Enforceability Exceptions. The individual(s) executing this Agreement and any other Transaction Document to which such Seller is or will be a party has the full right, power, and authority to execute and deliver this Agreement and any other Transaction Document to which such Seller is a party, and upon execution (assuming, in each case, the due authorization, execution and delivery by each other party thereto), no further action will be needed to make this Agreement and any other Transaction Document to which such Seller is or will be a party valid and binding upon, and enforceable against, such Seller.

2.3 Title to Transferred Equity Interests . After the Restructuring, the Sellers will own, beneficially and of record, and have good, valid and marketable title to, the Transferred Equity Interests, free and clear of any and all Liens (other than Liens under federal and state securities Laws). Upon delivery by the Sellers of the Transferred Equity Interests to the Purchaser on the Closing Date in accordance with this Agreement and upon the Purchaser’s payment of the Closing Purchase Price in accordance with Sections 1.1 and 1.2, the entire legal and beneficial interest in the Company Equity Interests and good, valid and marketable title to such Company Equity Interests, free and clear of all Liens (other than Liens under federal and state securities Laws or otherwise imposed by the Purchaser), will, directly or indirectly, pass to the Purchaser.

2.4 Brokers. Except as set forth on Schedule 3.25, no broker, finder, or investment banker or other Person is directly or indirectly entitled to any brokerage, finder’s, or other fee or commission or any similar charge in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of such Seller.

2.5 No Conflicts. Except as set forth on Schedule 2.5, the execution, delivery, and performance by such Seller of this Agreement and the other Transaction Documents to which such Seller is a party, and the consummation of the transactions contemplated herein or therein do not and will not, assuming the receipt of the Required Statutory Approvals: (a) violate the Charter or Governing Documents of such Seller, (b) require such Seller to obtain the consent or approvals of, or make any filing with, any Person, except for consents and approval already obtained and notices or filings already made, (c) violate any Law, or (d) constitute or result in the breach of any provision of, or constitute a default under, any Contract to which such Seller is a party or by which its assets are bound, in each case, except to the extent that such violation, breach, or default would not, individually or in the aggregate, reasonably be expected to materially and adversely affect the consummation of the transactions contemplated hereunder.

2.6 No Other Representations and Warranties. Except for the representations and warranties contained in this Section 2 (as qualified by the Disclosure Schedules), no Seller makes any express or implied representation or warranty.

3. REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE ACQUIRED COMPANIES

The Company represents and warrants to the Purchaser the matters set forth in this Section 3. These representations and warranties, as qualified by the Disclosure Schedules, are made as of the Execution Date and as of the Closing Date, except to the extent that a representation or warranty expressly states that such representation or warranty is made as of an earlier date.

3.1 Organization. Schedule 3.1 sets forth the following with respect to each Acquired Company: (i) jurisdiction of formation or incorporation, (ii) type of entity, (iii) all jurisdictions where qualified to do business as a foreign entity, and (iv) all legal and fictitious or other names used in the conduct of such Acquired Company’s business during the past five (5) years. Each Acquired Company is duly incorporated or organized (as applicable), validly existing and in good standing under the Laws of its jurisdiction of incorporation or formation (as applicable), and is qualified or registered to do business and in good standing in each jurisdiction in which the nature of its business or operations would require such qualification or registration, except where the failure to be registered or qualified would not, individually or in the aggregate, reasonably be expected to cause a Material Adverse Effect. Each of the Acquired Companies has the capacity or all requisite corporate or other power and authority, as applicable, to own or lease all of its properties and assets and to carry on its business as it is now being conducted. Except as set forth on Schedule 3.1, the Acquired Companies do not have an ownership interest in any other Person.

3.2 Authorization; Corporate Documentation. The Company has the requisite limited liability company power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is or will be a party, to perform its obligations hereunder and thereunder, and, subject to the Required Statutory Approvals, to consummate the transactions contemplated hereby and thereby. The copies of the Company’s Charter and the Governing Documents, each as certified by the Company’s secretary or manager (copies of which have been delivered to the Purchaser) are true, complete, and correct copies of such Charter and Governing Documents, as amended through and in effect on the date hereof.

3.3 Capitalization of the Company.

(a) As of the Execution Date, Direct Seller owns ninety-nine percent (99%) of the Company Equity Interests and AIV Partnership owns one percent (1%) of the Company Equity Interests, which interests constitute all of the issued and outstanding equity securities of the Company. All Company Equity Interests (i) have been duly authorized and validly issued and (ii) were not issued in violation of any preemptive rights or rights of first refusal or first offer. None of the Company Equity Interests were granted, offered, sold, or issued in violation of any applicable Laws, the Charter or Governing Documents of the Company, or any Contract to which the Company is a party or by which any of its assets or properties is bound. There are no outstanding or authorized Convertible Securities, equity appreciation, phantom equity, or similar rights with respect to the Company, nor, except for the Governing Documents of the Company, are there any registration rights, voting trusts, proxies, equityholder agreements, or any other agreements or understandings with respect to the voting, holding, registration, disposition, or transfer of ownership of the Company Equity Interests. There are no warrants, options, subscriptions, rights, or other agreements or commitments obligating the Company, contingently or otherwise, to issue, sell, transfer, repurchase, or redeem any equity interests of the Company.

Except for the Governing Documents of the Company, there are no voting trusts, proxies, equityholder agreements, or any other agreements or understandings with respect to the equity securities of the Company. There are no preemptive rights or rights of first refusal or first offer or other similar rights by which the Company is bound relating to any of the equity interests of the Company. After the Restructuring and as of the Closing Date, the Sellers will collectively own one hundred percent (100%) of the Company Equity Interests.

(b) Schedule 3.3(b) sets forth a true and complete list of each direct or indirect Subsidiary of the Company (each a “ Company Subsidiary ” and collectively, the “ Company Subsidiaries ”). Schedule 3.3(b) also sets forth a description of all issued outstanding equity securities of each Company Subsidiary and the name of all holders thereof (collectively, the “ Subsidiary Equity Interests ”). All Subsidiary Equity Interests (i) have been duly authorized and validly issued; and (ii) were not issued in violation of any preemptive rights or rights of first refusal or first offer. None of the Subsidiary Equity Interests were granted, offered, sold, or issued in violation of any applicable Laws, the Charter or Governing Documents of such Company Subsidiary, or any Contract to which such Company Subsidiary is a party or by which any of its assets or properties is bound. There are no outstanding or authorized Convertible Securities, equity appreciation, phantom equity, or similar rights with respect to any of the Company Subsidiaries, nor, except for the Governing Documents of such Company Subsidiaries, are there any registration rights, voting trusts, proxies, equityholder agreements, or any other shareholder agreements understandings with respect to the voting, holding, registration, disposition, or transfer of ownership of the equity interests of any of the Company Subsidiaries. There are no warrants, options, subscriptions, rights, or other agreements or commitments obligating any of the Company Subsidiaries, contingently or otherwise, to issue, sell, transfer, repurchase, or redeem any shares of stock or other equity interests of any of the Company Subsidiaries. Except for the Governing Documents of such Company Subsidiaries, there are no voting trusts, proxies, stockholder agreements, or any other agreements or understandings with respect to the equity interests of any of the Company Subsidiaries. There are no preemptive rights or rights of first refusal or first offer or other similar rights by which any the Company Subsidiary is bound relating to any of the Subsidiary Equity Interests.

3.4 Binding Agreement. This Agreement has been duly executed by the Company and delivered to the Purchaser, and constitutes the legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as enforceability may be limited by the Enforceability Exceptions. Upon execution and delivery at the Closing by the Company, each other Transaction Document to which the Company is a party will be duly and validly executed by the Company and delivered to the Purchaser on the Closing Date, and will constitute (assuming, in each case, the due authorization, execution, and delivery by each other party thereto) the Company’s legal, valid, and binding obligation, enforceable against it in accordance with its terms, except as enforceability may be limited by the Enforceability Exceptions.

3.5 No Breach. Except as set forth on Schedule 3.5, the execution, delivery, and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby by the Company do not and will not (a) violate or conflict with the Charter or Governing Documents of the Acquired Companies; (b) assuming receipt of the Required Statutory Approvals, violate or conflict with, in any material respect, any

Law applicable to the Acquired Companies; (c) constitute or create a material breach of, default under, conflict with, give rise to any right to acceleration under any material provision, or result in any right of termination or cancellation with respect to, any Material Contract; (d) result in the imposition of a Lien on the Acquired Companies, except for Permitted Liens; or (e) except for the Required Statutory Approvals and assuming the accuracy of the Purchaser’s representations in Section 4, require any Permit, or any filing with or the giving of any notice to, any Governmental Authority pursuant to applicable Law or other Person pursuant to the terms of any Material Contract.

3.6 Permits. The Acquired Companies have been issued all Permits required to own or use the Assets and/or conduct the business of the Acquired Companies as being conducted as of the Execution Date. All Permits of the Acquired Companies are valid and in full force and effect and, except as set forth on Schedule 3.6, (a) will not be subject to any loss, revocation, termination, suspension, cancellation, lapse, modification, limitation or obligation to reapply as a result of the consummation of the transactions contemplated by this Agreement or any of the other Transaction Documents and (b) there are no outstanding fees or charges due and payable with respect to such Permits. The Acquired Companies are in compliance and, since January 1, 2016 have been in compliance, in all material respects with all Permits. Except as otherwise governed by Law or the terms of a Permit, each Permit is renewable by its terms or in the Ordinary Course of Business without the need to comply with any special qualification procedures or to pay any amounts other than routine filing fees which in the aggregate will not materially impact the operation of the Company’s business and will not be adversely affected by the execution of this Agreement, the Closing or the transactions contemplated by this Agreement. No loss, revocation, cancellation, suspension, termination or expiration of any Permit is pending or, to the Company’s Knowledge, threatened other than expiration or termination in accordance with the terms thereof, which terms do not expire as a result of the consummation of the transactions contemplated hereby. The Acquired Companies have not received any written notice or, to the Company’s Knowledge, any other communication from any Governmental Authority of any actual or alleged violation or noncompliance regarding any such Permit or alleging that the Acquired Companies do not have a required Permit. No event has occurred that, with or without notice or lapse of time or both, would, or would reasonably be expected to, result in the loss, revocation, termination, suspension, cancellation, lapse, or modification (other than modifications in the Ordinary Course of Business) of any such Permits.

3.7 Compliance With Laws.

(a) Except as set forth on Schedule 3.7(a), since January 1, 2016, (i) each of the Acquired Companies is and has been in compliance in all material respects, with all Laws applicable to it or its business or Assets, and (ii) none of the Acquired Companies has received written, or to the Company’s Knowledge oral, notice from any Governmental Authority or any other Person regarding any violation or alleged violation by it of any Law applicable to it or its business or its Assets.

(b) Since January 1, 2016, no Acquired Company, nor their respective officers or directors, and to the Company’s Knowledge, none of the agents or employees of the Acquired Companies have (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity, (ii) made any unlawful offer of payment of anything of value to foreign government officials or employees of a foreign political party or candidates for

foreign political office, (iii) made any other unlawful payment, or (iv) violated any applicable money laundering or anti-terrorism law or regulation, nor, to the Company’s Knowledge, have any of them otherwise taken any action which would cause any Acquired Company to be in violation of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable Law of similar effect.

(c) The Acquired Companies maintain, and have since January 1, 2016 maintained, adequate controls to ensure material compliance with all applicable Export Control, Sanctions and Import Laws. The Acquired Companies have conducted their export and import transactions in material compliance with all applicable Export Control, Sanctions and Import Laws. Without limiting the foregoing: (i) the Acquired Companies are in material compliance with the terms of all applicable Export Control, Sanctions and Import Approvals; (ii) there are no pending or, to the Company’s Knowledge, threatened claims, charges, investigations, violations, settlements, civil or criminal enforcement actions, lawsuits, or other court actions against the Acquired Companies with respect to any Export Control, Sanctions and Import Laws; and (iii) there are no actions, conditions or circumstances pertaining to the Acquired Companies’ export or import transactions that are reasonably likely to give rise to any future claims, charges, investigations, material violations, settlements, civil or criminal actions, lawsuits, or other court actions under the Export Control, Sanctions and Import Laws. The Acquired Companies have not received any written or, to the Company’s Knowledge, oral communication alleging that they are not in material compliance with the Export Control, Sanctions and Import Laws.

3.8 Title to Assets. Except as set forth on Schedule 3.8, the Acquired Companies have good and marketable title to, or in the case of leased property, valid leasehold interests in, all of the Assets (excluding Intellectual Property, which is addressed in Section 3.11 hereof), free and clear of all Liens except for Permitted Liens. Each of the Liens set forth on Schedule 3.8 in favor of Mizuho Bank, Ltd., Citibank, N.A. and Bank of America, N.A. arise out of agreements under which the Acquired Companies sell to such banks accounts receivable owed by Lowe’s Companies, Inc. to the Acquired Companies.

3.9 Condition of Personal Property.

(a) Except as set forth on Schedule 3.9(a), all items of Personal Property with a fair market value of greater than $10,000 owned, leased or used in the operation of the business as reflected on the balance sheet of the Company as of the Most Recent Balance Sheet Date are, in all material respects, in good operating condition and repair (ordinary wear and tear excepted), are suitable and adequate for the purposes for which they are presently used by the Acquired Companies and have been maintained and repaired in the Ordinary Course of Business of the Acquired Companies.

(b) Except as set forth on Schedule 3.9(b), all items of Inventory have been acquired in the Ordinary Course of Business of the Acquired Companies and consist of a quality and quantity usable and salable in the Ordinary Course of Business of the Acquired Companies, and as of the date hereof, none of such Inventory is obsolete, except to the extent included in the reserve for Inventory write down shown on the balance sheet as of the Most Recent Balance Sheet Date. The quantities of each item of Inventory of the Acquired Companies are not materially excessive or deficient, but are reasonable in the present circumstances of the Acquired Companies and their business. All of such items of Inventory reflected on the Estimated Net Working Capital Statement will be valued in a manner consistent with past practices (including the method of

computing overhead and other indirect expenses to be applied to Inventory) and in accordance with GAAP. All items of Inventory of the Acquired Companies are located at the facilities comprising the Leased Premises or the Owned Real Property, and no amounts are owed by the Acquired Companies to, or are subject to any offset, claim or counterclaim by, any third Persons in respect of such Inventory (other than accounts payable which will be adequately reflected on, and obligations which will be adequately reserved for in, the Final Closing Statement and taken into account in calculating the final Actual Net Working Capital set forth therein). Schedule 3.9(b) identifies and lists the location of any Inventory that is on consignment.

3.10 Accounts Receivable. All accounts receivable of the Acquired Companies shown on the Most Recent Balance Sheet Date balance sheet included in the Financial Statements (i) arose from bona fide sales actually made or services actually performed in the Ordinary Course of Business of the Acquired Companies, (ii) are the valid obligations of the parties obligated to pay such amounts, (iii) reflect all material returns, allowances, promotions and rebates as of the Execution Date, (iv) are not in dispute (and are not subject to any counterclaim or setoff) and (v) to the Company’s Knowledge, are collectible when due according to their terms in amounts not less than the aggregate amounts thereof carried on the books of the Acquired Companies (net of reserves), assuming collection efforts of the Acquired Companies in the Ordinary Course of Business of the Acquired Companies, except to the extent of reserves set forth in the Financial Statements. All reserves, allowances and discounts with respect to the accounts receivable included in the Financial Statements were and are adequate and consistent in extent with reserves, allowances and discounts previously maintained by the Acquired Companies with respect to accounts receivable in the Ordinary Course of Business of the Acquired Companies. The Acquired Companies have not canceled, or agreed to cancel, in whole or in part, any accounts receivable of the Acquired Companies reflected on, or created since, the Most Recent Balance Sheet Date.

3.11 Intellectual Property.

(a) Schedule 3.11(a) sets forth a true, correct and complete list of all Company Owned IP Registrations, specifying as to each item, as applicable: (i) the title of the item; (ii) the owner of the item; (iii) the jurisdictions in which the item is issued or registered or in which an application for issuance or registration has been filed; and (iv) the issuance, registration or application numbers and dates.

(b) Except as set forth on Schedule 3.11(b), the Acquired Companies are the sole and exclusive legal, beneficial and, with respect to Company Owned IP Registrations, record owner, of all right, title and interest in and to all Company Owned IP, free and clear of all Liens (other than Permitted Liens and non-exclusive license rights granted in the Ordinary Course of Business of the Acquired Companies). All of the Company Owned IP is valid and enforceable, and all Company Owned IP Registrations are subsisting and in full force and effect. All required filings and fees related to the Company Owned IP Registrations have been timely filed with and paid (after giving effect to permitted extensions of relevant deadlines) to the relevant Governmental Authorities and authorized registrars. The Acquired Companies have the valid and enforceable right to use all Intellectual Property used or held for use in or necessary for the conduct of the business as conducted by the Acquired Companies as of the Execution Date. To the Company’s Knowledge, the Acquired Companies have valid and enforceable licenses to use all Intellectual Property owned by third parties that is subject to the Company IP Agreements.

(c) Except as set forth on Schedule 3.11(c), (i) to the Company’s Knowledge, the Company Owned IP has not been infringed, misappropriated or otherwise violated, and is not currently being infringed, misappropriated or violated by any Person, and (ii) the conduct of the business as presently and formerly conducted by the Acquired Companies, including the use of the Company IP, and the products, processes, and services of the Acquired Companies, has not infringed, misappropriated or otherwise violated, and does not currently infringe, misappropriate or otherwise violate the Intellectual Property or other rights of any Person. Except as set forth on Schedule 3.11(c), during the last six (6) years, no Acquired Company has received any written complaint, written, or to the Company’s Knowledge, oral notice of any Claim involving matters of the types contemplated by the immediately preceding sentence. There is no Claim settled, pending or threatened challenging the validity, enforceability, registrability, patentability, or ownership of any Company Owned IP or the Acquired Companies’ right, title, or interest in or to any Company IP.

(d) Except as set forth on Schedule 3.11(d), all Company Owned IP was: (i) developed by employees of the Acquired Companies working within the scope of their employment, and constitutes a work for hire at the time of such development, or assigned pursuant to a valid and enforceable written assignment agreement or (ii) developed by officers, independent contractors, or other third parties. The Acquired Companies have taken reasonable steps to maintain, protect, preserve and enforce the Trade Secrets included in the Company IP and other confidential information of the Acquired Companies, including by requiring all persons having access thereto to execute binding, written non-disclosure agreements.

(e) The Software owned or used by the Acquired Companies is free of any Contaminants. The Acquired Companies have made Reasonable Best Efforts and implemented commercially reasonable safeguards to ensure that the Software and information technology systems owned or controlled by the Acquired Companies are and remain free from Contaminants and otherwise to safeguard the confidentiality, availability, security, and integrity of such Software and information technology systems, including without limitation implementing and maintaining appropriate backup, disaster recovery, and Software and hardware support arrangements. Except as set forth on Schedule 3.11(e), during the three (3)-year period prior to the Closing Date, there has been no malfunction, failure, breakdown or substandard performance of any Software or system that has caused a material disruption or interruption in or to the operation of the business of the Acquired Companies.

(f) All the Acquired Companies’ information technology systems are in good working condition and are sufficient for the operation of the Acquired Companies’ businesses as currently conducted.

(g) Neither the execution by the Company of this Agreement nor the consummation of the transactions contemplated hereby will result in the loss or impairment of the rights of the Acquired Companies to own or use any of the Company IP.

(h) Schedule 3.11(h) sets forth a true, correct, and complete list of (i) all Company Software and all other material proprietary Software of the Acquired Companies; and (ii) all Company IP Agreements relating to third-party Software (A) distributed or licensed with Company Software or otherwise provided by or on behalf of the Acquired Companies in any manner for use in connection with Company Software; or (B) used to deliver, host, or otherwise

provide services with respect to Company Software, in each case except for non-customized, offthe-shelf Software that is commercially available pursuant to shrinkwrap, click-through, or other standard form agreements.

(i) The Acquired Companies are in actual possession of and have exclusive control over a complete and correct copy of the source code for all proprietary components of the Company Software. The Acquired Companies have not disclosed, delivered, licensed, or otherwise made available, and do not have a duty or obligation (present, contingent, or otherwise) to disclose, deliver, license, or otherwise make available any material portion of source code for any Company Software to any escrow agent or any other Person, other than (A) an employee, independent contractor, or consultant of an Acquired Company pursuant to a valid and enforceable written agreement prohibiting use or disclosure except in the performance of services for the Acquired Company. Without limiting the foregoing, neither the execution of this Agreement nor the consummation of any of the transactions contemplated by this Agreement will, or would reasonably be expected to, result in the release from escrow or other delivery to any Person of any material portion of the source code for any Company Software. To the Knowledge of the Company, as of the date hereof, there has been no unauthorized theft, reverse engineering, decompiling, disassembling, or other unauthorized disclosure of or access to any material portion of the source code for any Company Software.

(j) The Acquired Companies have not used any open source Software (i.e. “free software,” “open source software,” or Software distributed pursuant to an open source license as defined by the Open Source Initiative) in a manner that does, will, or would reasonably be expected to require the disclosure or distribution of any Company Software in source code form, the license or other provision of any Company Software on a royalty-free basis, or the grant of any patent license, non-assertion covenant, or other rights under any Company Owned IP or rights to modify, make derivative works based on, decompile, disassemble, or reverse engineer any Company Software.

3.12 Contracts.

(a) Schedule 3.12(a) (which lists Contracts by each applicable subsection referenced below in this Section 3.12(a)) contains a complete, current and correct list of all of the following Contracts to which any Acquired Company is a party or by which any Acquired Company or any of its Assets is bound (such Contracts and the Leases set forth on Schedule 3.20(a), the “ Material Contracts ”), provided that solely for the purpose of scheduling with respect to this Section 3.12(a), the term Contracts will not include (1) Leases, Benefit Plans, and insurance policies, (2) Contracts which are form offer letters or confidentiality, non-competition, nonsolicitation, non-disclosure, or intellectual property assignment agreements with employees of the Acquired Companies entered into in the Ordinary Course of Business of the Acquired Companies in favor of the Acquired Companies, and (3) Contracts which are non-disclosure agreements with third parties which are entered into in the Ordinary Course of Business of the Acquired Companies:

(i) Contracts between any Acquired Company and any Material Customer or Material Vendor;

(ii) any Contract or group of related Contracts which involve expenditures or receipts by any Acquired Company in excess of $500,000 in the twelve

(12)-month period ending May 31, 2021, other than Contracts disclosed in clause (i) and purchase orders in the Ordinary Course of Business subject to the Acquired Companies’ standard terms and conditions as made available to the Purchaser prior to the Execution Date;

(iii) any Contract for capital expenditures involving individual or aggregate payments or consideration of more than $100,000 under which there are outstanding obligations;

(iv) any Contract with any of the current or former officers, directors, managers, members, employees or Affiliates of any Acquired Company, including all noncompetition, and severance agreements, and any Contract that obligates any of the Acquired Companies to indemnify or hold harmless any past or present director, officer, trustee or employee of any Acquired Company (other than the Charter or Governing Documents of the Acquired Companies);

(v) Contracts for the payment of severance benefits, retention bonuses, change in control payments, sale bonuses, or other similar payments to any employee or other Person (excluding any Benefit Plan);

(vi) any strategic alliance, partnership, joint venture or similar profitsharing agreement entered into with any Person;

(vii) any power of attorney;

(viii) any Contract (including collective bargaining agreements and similar labor Contracts) with a union, labor organization, works council, or other individual or group representing any employees of the Acquired Companies;

(ix) any Contract involving resolution or settlement of any actual or threatened Legal Proceedings by or against the Acquired Companies (A) entered into within three (3) years prior to the Execution Date or (B) under which an Acquired Company has outstanding obligations other than confidentiality obligations;

(x) (A) any loan agreement, credit, note, security agreement, guarantee, mortgage, indenture or other document relating to the borrowing of money or extension of credit, in each case, involving more than $10,000, in the aggregate, by or to the Acquired Companies; and (B) any agreement of other Indebtedness involving more than $10,000;

(xi) any Contract (A) that contains any non-competition or nonsolicitation obligations, exclusivity rights, or “most favored nation” provisions or containing any other provision that restricts any Acquired Company from engaging, or competing with any Person, in any line of business or in any geographic area; (B) that establishes an exclusive sale or purchase obligation with respect to any product or service or any geographic area; or (C) that grants any third party a right of first refusal, right of first offer or other similar right to acquire any properties or assets of the Acquired Companies;

(xii) any Contract (A) entered into since January 1, 2016 or (B) that contains representations, covenants, indemnities or other obligations that are still in effect, in each case relating to the acquisition or disposition, directly or indirectly (by merger, consolidation, purchase or sale of stock or assets or otherwise), other than in the Ordinary Course of Business of the Acquired Companies, of a material portion of the assets, business operations or securities of an Acquired Company;

(xiii) any broker, distribution, reseller, sales representative or agency

Contract;

(xiv) any Contract that requires the Acquired Companies to provide the total requirements of any product or service to a third party or that requires the Acquired Companies to purchase their total requirements of any product or service from a third party;

(xv) any Contract that requires the Acquired Companies to purchase a minimum amount of any product or service from a third party or to sell a minimum amount of any product or service to a third party;

(xvi) any Contract for a lease of Personal Property involving aggregate payments by an Acquired Company of greater than $10,000 within a given calendar year;

(xvii) any Company IP Agreement other than agreements related to the licensing by any Acquired Company of commercially available, off-the-shelf software from third parties, on standardized terms with a replacement cost and/or aggregate annual license or maintenance fee payable by any Acquired Company of less than $25,000;

(xviii) any Contract entered into outside the Ordinary Course of Business of the Acquired Companies involving payment or obligations in excess of $100,000 that is not otherwise required to be scheduled on Schedule 3.12(a); and

(xix) any Contract material to the operation of the Acquired Companies in which any party has notified the Acquired Companies, in writing, or, to the Company’s Knowledge, orally, that it intends to terminate or seek to modify the terms and conditions thereof in a manner adverse to the Acquired Companies.

(b) All of the Contracts are in full force and effect, and are valid, binding, and enforceable against the Acquired Companies in accordance with their terms and, to the Company’s Knowledge, of each other party thereto, except to the extent that the enforceability thereof may be affected by the Enforceability Exceptions. Except as set forth on Schedule 3.12(b) with respect to each Contract, (i) each Acquired Company party thereto, and, to the Company’s Knowledge, each other party to such Contract, has performed all material obligations required to be performed by it under such Contract, (ii) there exists no breach, default or violation on the part of the Acquired Companies or, to the Company’s Knowledge, on the part of any other party to any such Contract, nor, to the Company’s Knowledge, does there exist any default or event, occurrence, condition or act, which, with the giving of notice, the lapse of time or the happening of any other event or condition, would reasonably be expected to constitute a breach, default or violation of such Contract, and (iii) no Acquired Company has received written, or to the Company’s Knowledge, oral notice of any actual or alleged breach, default or violation of such Contract. Company has

provided or made available to Purchaser true and complete copies (or in the case of any oral agreements, a complete and correct written description) of all Material Contracts, including all modifications, amendments, and supplements thereto and waivers thereunder.

3.13 Litigation. Except as set forth on Schedule 3.13, there are no, and have not been since January 1, 2016, any Legal Proceedings pending, or, to the Company’s Knowledge, threatened against any Acquired Company, any current or former directors, officers, managers, employees or independent contractors of any Acquired Company, in their capacity as such. There are no Legal Proceedings initiated by any Acquired Company currently pending or any claims, actions, litigations, proceedings (arbitral, administrative, legal or otherwise) or other similar matters which any Acquired Company intends to initiate. Except as set forth on Schedule 3.13, there are no outstanding Orders to which any Acquired Company, any current or former directors, officers, managers, in their capacity as such, or to the Company’s Knowledge employees or independent contractors of any Acquired Company in their capacity as such, or any Assets is subject.

3.14 Financial Statements; Controls. Attached to Schedule 3.14 are copies of the audited balance sheet, statement of income and statement of cash flows of the Acquired Companies on a consolidated basis as of and for the years ended January 2, 2021, and December 28, 2019 (including any related notes and schedules), as audited by the Company’s independent accounting firm and the unaudited balance sheet as of May 31, 2021 (the “ Most Recent Balance Sheet Date ”) and the statement of income and statement of cash flows of the Acquired Companies on a consolidated basis for the 5-month period then ended (collectively, the “ Financial Statements ”). Except as set forth on Schedule 3.14, the Financial Statements were prepared in accordance with the books and records of the Acquired Companies and present fairly, in all material respects, the financial condition and the results of operations and cash flows of the Acquired Companies on a consolidated basis as of the respective dates thereof. Except as set forth on Schedule 3.14, the Financial Statements have been prepared in accordance with GAAP consistently applied through and among the periods indicated (provided that the interim statements are subject to year-end adjustments and do not contain footnotes and presentation items required by GAAP). The Acquired Companies maintain a system of internal accounting controls sufficient to provide reasonable assurance (consistent with that of similarly situated businesses) that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of Financial Statements in conformity with GAAP (subject in the case of unaudited Financial Statements to the absence of footnote disclosures and other presentation items and changes resulting from year-end adjustments) and to maintain asset accountability, and (iii) access to fixed assets is permitted only in accordance with management’s general or specific authorization.

3.15 Liabilities. The Acquired Companies have no material Liabilities on the Acquired Companies’ balance sheet except (a) Liabilities that are accrued and reflected on the Financial Statements; (b) Liabilities that are listed on Schedule 3.15; (c) Liabilities that have arisen in the Ordinary Course of Business of the Acquired Companies since the Most Recent Balance Sheet Date (and not as a result of a breach, default or violation of Law by the Acquired Companies); and (d) obligations to perform after the date hereof any Contracts disclosed on the Disclosure Schedules or which are not required to be disclosed on such schedules because they do not meet the disclosure thresholds thereunder (but excluding any such obligations related to (i) the non-

performance, breach or other violation of any such Contract prior to the Closing Date or (ii) the consummation of the transactions contemplated hereby).

3.16 Tax Matters.

(a) All Tax Returns required to be filed by any Acquired Company have been timely and properly filed (subject to applicable extensions). All such Tax Returns are true, correct and complete in all material respects. Each of the Acquired Companies has paid (or caused to be paid) all Taxes due and payable by it. All Taxes due and payable by each predecessor in interest to any Acquired Company have been paid. No Claim, which has not been resolved, has been made in writing by a Taxing Authority in a jurisdiction where any of the Acquired Companies does not file Tax Returns that such Acquired Company is or may be subject to taxation by that jurisdiction, or is or may be required to file Tax Returns in that jurisdiction. Except as set forth on Schedule 3.16(a), no Acquired Company is currently the beneficiary of any extension of time within which to file any Tax Return.

(b) No Acquired Company is or has been at any time a member of an Affiliated Group required to join in the filing of consolidated federal income Tax Returns, or otherwise join in the filing of other Tax Returns on a consolidated, combined or unitary group basis. No Acquired Company has any liability for the Taxes of any Person under Treasury Regulation Section 1.15026 (or any similar provision of state, local or foreign Law), as a transferee or successor or as a result of operation of Law or otherwise (other than pursuant to Contracts that are not Tax Sharing Agreements).

(c) No Acquired Company is a party to, or has any liability under, any agreement relating to the sharing, allocation or indemnification of Taxes, other than agreements contained in leases or loan agreements or other customary commercial agreements, the primary purpose of which is not the sharing of Taxes (collectively, “ Tax Sharing Agreements ”).

(d) There are no outstanding written agreements or waivers with any Taxing Authority extending the statutory period of limitations applicable to any Claim for, or the period for the collection or assessment of, Taxes due from or payable by, or with respect to, any Acquired Company for any currently open taxable period, and no written request from any Taxing Authority for any such waiver or extension is currently pending.

(e) No Acquired Company is a party to any “closing agreement” as described in Section 7121 of the Code (or any similar provision of state, local or foreign Law).

(f) No Acquired Company has received from any Taxing Authority any written notice regarding any contemplated or pending audit, investigation, examination or other administrative or court proceeding involving Taxes of such Acquired Company, which has not been resolved. No Acquired Company is currently contesting any Tax liability of such Acquired Company before any Taxing Authority and no audit or other examination relating to the payment of Taxes of any Acquired Company is presently in progress.

(g) Each Acquired Company has withheld from its employees, creditors, equity holders, independent contractors, and third parties and paid to the appropriate Taxing Authority

proper and accurate amounts in all respects required to have been withheld or paid over in compliance with all Tax withholding and remitting provisions of applicable Law.

(h) There are no Liens for Taxes upon the Assets of any Acquired Company, except for Permitted Liens.

(i) No Acquired Company has distributed stock of another Person, or has had its equity securities distributed by another Person, in a transaction that purported or intended to be governed in whole or in part by Section 355 or 361 of the Code.

(j) No Acquired Company has participated in any “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2).

(k) Except as set forth on Schedule 3.16(k), the Company has been properly treated as a partnership or “disregarded entity” for federal income Tax purposes (and, to the extent allowable under applicable Law, in all states in which the Company is required to file state income Tax Returns) at all times since its formation and has never elected to be treated for income Tax purposes as an association taxable as a corporation. Except as set forth on Schedule 3.16(k), each direct and indirect Subsidiary of the Company has been properly treated as a “disregarded entity” of the Company or as a partnership for federal income Tax purposes (and, to the extent allowable under applicable Law, in all states in which such Subsidiary is required to file state income Tax Returns) at all times since its formation and has never elected to be treated for income Tax purposes as an association taxable as a corporation.

(l) Neither the Purchaser nor any of its Affiliates (including following the Closing, for the avoidance of doubt, the Acquired Companies) will be required to include any item of income in, or exclude any deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any: (i) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign Income Tax Law) executed by an Acquired Company prior to the Closing; (ii) installment sale or open transaction disposition made prior to the Closing by any Acquired Company; or (iii) prepaid or deposit amount received prior to the Closing by any Acquired Company; (iv) change in method of accounting, or use of an improper method of accounting, for a taxable period ending on or prior to the Closing Date; (v) any election under Section 965 of the Code; (vi) intercompany transaction of the Acquired Companies occurring on or before the Closing Date or excess loss account of the Acquired Companies on the Closing Date, each as described in Treasury Regulations under Code Section 1502 (or any corresponding or similar provision of state, local, or non-U.S. income Tax law); or (vii) election under Code Section 108(i) made prior to the Closing Date.

(m) No Acquired Company has applied for or received any letter ruling from the Internal Revenue Service (or any comparable ruling from any other Taxing Authority) that will continue to apply following the Closing Date.

(n) Except as set forth on Schedule 3.16(n), each Acquired Company (i) has not deferred any amount of the employer’s share of any “applicable employment taxes” under Section 2302 of the Coronavirus Aid, Relief, and Economic Security (CARES) Act, P.L. 116-136 (the “ CARES Act ”), (ii) has not deferred the withholding, deposit, or payment of payroll tax obligations pursuant to the CARES Act, IRS Notice 2020-65, or the Consolidated Appropriations Act, 2021,

P.L. 116-260 (the “ CAA ”), and (iii) to the extent applicable, has properly complied with all applicable Laws and duly accounted for any available Tax credits under Sections 7001 through 7005 of the Families First Coronavirus Response Act, P.L. 116-127, Section 2301 of the CARES Act, the CAA, and the American Rescue Plan Act of 2021, P.L. 117-2.

(o) The unpaid Taxes of any of the Acquired Companies (A) did not, as of the most recent fiscal month end, exceed the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the balance sheet as of the Most Recent Balance Sheet Date (rather than in any notes thereto) and (B) do not exceed that reserve as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of any of the Acquired Companies in filing its Tax Returns.

(p) Each of the Acquired Companies has disclosed on its federal income Tax Returns all positions taken therein that could give rise to a substantial understatement of federal income Tax within the meaning of Code Section 6662.

(q) AIV Partnership has not contributed appreciated property within the meaning of Treas. Reg. 1.704-3(a)(3)(i) to Direct Seller within the prior seven (7) years.

(r) This Section 3.16 and Section 3.17: (i) contain the sole and exclusive representations and warranties of the Acquired Companies with respect to Taxes, and (ii) except with respect to the representations and warranties set forth in Section 3.16(b), (c), (e), (i), and (l), will only be construed and interpreted as applying to Taxes and associated liabilities occurring in or related to the period ending on or before the Closing Date and will not apply in any respect to Taxes and associated liabilities occurring in or related to Tax periods (or portions thereof) beginning after the Closing Date.

3.17 Employee Benefit Plans; ERISA.

(a) Schedule 3.17(a) contains a true and complete list of all employee benefit plans (within the meaning of Section 3(3) of ERISA) and any deferred compensation arrangements, bonus compensation plans or policies, commission, equity or equity-based compensation, severance pay, retention, termination, disability, vacation and sick leave benefits maintained or sponsored by the Acquired Companies (“ Company Benefit Plans ”) or that are available to and for the benefit of employees of the Acquired Companies (collectively, with the Company Benefit Plans, the “ Benefit Plans ”). With respect to any Company Benefit Plan, no Claims (other than routine claims for benefits in the ordinary course) are pending or, to the Company’s Knowledge, threatened in writing. With respect to each Benefit Plan that is intended to be qualified within the meaning of Code Section 401(a), such plan has received, or is entitled to rely upon, a favorable determination or opinion letter as to its qualification and no events have occurred which would negatively impact such favorable determination or opinion letter. Except as set forth on Schedule 3.17(a), each Company Benefit Plan has been operated in compliance with its terms and with the requirements of all applicable Laws, in all material respects.

(b) With respect to each Benefit Plan, the Company has made available to the Purchaser complete and accurate copies, if applicable, of: (i) any and all material plan texts and agreements; (ii) any and all outstanding summary plan descriptions and material modifications

thereto; (iii) the most recent annual report; (iv) the most recent determination, opinion or advisory letter received from the Internal Revenue Service; (v) the three (3) most recent annual reports (Form Series 5500), if any, required under ERISA or the Code; and (vi) the three (3) most recent actuarial reports (if applicable).

(c) Except as set forth on Schedule 3.17(c): (i) no Acquired Company has, and no other fiduciary has breached any of its fiduciary duties with respect to any Benefit Plan for which the Acquired Companies have or could reasonably be expect to have any material liability; (ii) no Acquired Company has engaged in, and no other “party in interest” has engaged in, a nonexempt prohibited transaction (within the meaning of Section 4975(c) of the Code or Section 406 of ERISA) for which the Acquired Companies have or could reasonably be expect to have any material liability; (iii) no audits by any Governmental Authority are pending, threatened in writing or, to the Knowledge of the Company, anticipated with respect to any Benefit Plan; and (iv) with respect to each Benefit Plan, the Acquired Companies have made or accrued all contributions and payments required by the terms of such Benefit Plan or applicable Laws

(d) Except as set forth on Schedule 3.17(d), at no time since January 1, 2016 have the Acquired Companies or any member of their “Controlled Group” (defined as any organization which is a member of a controlled group of organizations within the meaning of Code Sections 414(b), (c), (m) or (o)) currently (nor at any) maintained, sponsored or contributed to, or been obligated to contribute to any Benefit Plan which is subject to Title IV of ERISA or Section 412 of the Code or to any “multiemployer plan”, within the meaning of Section 3(37) or Section 4001(a)(3) of ERISA. No event has occurred and no condition exists with respect to a Benefit Plan that could reasonably be expected to result in a material Tax, Lien (other than Permitted Liens), or other material liability imposed by ERISA, the Code or other applicable Laws for which the Acquired Companies may be liable in any material respect. The Acquired Companies do not maintain retiree life or retiree health insurance plans that provide for continuing benefits or coverage for any participant or any beneficiary of a participant except as may be required under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended or at the sole expense of the participant or any participant’s beneficiary.

(e) Except as set forth on Schedule 3.17(e), no Benefit Plan exists that, as a result of the transactions contemplated by this Agreement, would result in the payment to any current or former employee or director of the Company of any money or other property or would result in the acceleration or provision of any other rights or benefits to any current or former employee of the Company. No amount that would be received (whether in cash or property or the vesting of property), as a result of the consummation of the transactions contemplated under this Agreement, by any employee, officer, director, member or other service provider of any of the Acquired Companies under any Benefit Plan or otherwise would be subject to an excise Tax under Section 4999 of the Code. No Acquired Company has any indemnity obligation on or after the Closing for any Taxes imposed under Sections 4999 or 409A of the Code.

3.18 Insurance. Schedule 3.18(a) lists all insurance policies owned by or covering the Acquired Companies relating to the Acquired Companies since January 1, 2016, as well as those covering any of their respective assets and businesses, properties and directors/managers, officers and employees (collectively, the “ Insurance Policies ”). As of the Execution Date, true and correct copies of all current Insurance Policies have been made available to the Purchaser. All current Insurance Policies are in full force and effect. The Acquired Companies are not in default under

any current Insurance Policy and the Acquired Companies have not failed to give notice or present any claim under any such coverage in a due and timely fashion. All premiums due and payable with respect to the current Insurance Policies have been paid. Except as set forth on Schedule 3.18(a), none of the Acquired Companies have any self-insurance or co-insurance programs. In the three (3) year period ending on the Execution Date, none of the Acquired Companies have received any written notice from, or on behalf of, any insurance carrier relating to or involving any adverse change or any change in the conditions of insurance (including a reduction of coverage or material premium increases) any refusal to issue an insurance policy or non-renewal of a policy, or requiring or suggesting material alteration of any of the Assets, purchase of additional equipment or material modification of any of the Acquired Companies’ methods of doing business. None of Acquired Companies have made any claim against an insurance policy as to which the insurer has provided the Acquired Companies written, or to the Company’s Knowledge, oral notice that it is denying coverage. Except as set forth on Schedule 3.18(a), there are no outstanding material claims under any Insurance Policy and there have been no gaps in coverage for the last five (5) years. Except as set forth on Schedule 3.18, the consummation of the transactions contemplated by this Agreement and the other Transaction Documents will not cause a cancellation of, or a reduction in coverage under, any Insurance Policy.

3.19 Environmental Matters. Since January 1, 2016, the Acquired Companies and their respective predecessors and Affiliates have each complied in all material respects, and the Acquired Companies and their Affiliates are each in material compliance with, all applicable Environmental Laws. There are no, and have not been since January 1, 2016, any Legal Proceedings filed, pending, outstanding, commenced or, to the Company’s Knowledge, threatened against any Acquired Company or its respective predecessor under or relating to Environmental Laws, including those that involve or relate to any actual or alleged (x) Environmental Condition, (y) Environmental Noncompliance or (z) presence, Release, use, generation, handling, storage, treatment, transportation, disposal or arranging for disposal of any Hazardous Materials on, at, under, from or to any real property constituting or connected with the Owned Real Property or the Leased Premises, or otherwise in connection with the operation of any Acquired Company’s, or its respective predecessor’s, business. Except as set forth on Schedule 3.19, (a) there has been no Release of Hazardous Material and no Hazardous Material is being stored or is otherwise present on, at, under or from any real property constituting the Owned Real Property or the Leased Premises; (b) during the ownership, lease, operation, or use by any Acquired Company or its respective predecessor of any property formerly owned, leased, operated or used by any Acquired Company or its respective predecessor, there has been no Release of Hazardous Material, nor has any Hazardous Material been stored, or otherwise present on, at, under, or from such property; and (c) at any time other than the time period during the ownership, lease, operation, or use by any Acquired Company or its respective predecessor, to the Company’s Knowledge, no Hazardous Material was Released, stored, or otherwise present on, at, under, or from such property, in each case that would be reasonably expected to require investigation, remediation, monitoring or other corrective action by, or has resulted in any outstanding or unresolved Liabilities arising under Environmental Law to, or that would reasonably be expected to result in any material Liabilities arising under Environmental Law to, any Acquired Company. Following receipt of the letter sent by Phoenix Environmental, Inc. acting on behalf of Ornamental Products, LLC dated June 22, 2011 notifying the Guilford County Health Department Health Risk and Assessment program (“ GCHD ”) of potential low-level releases impacting 1005 West Fairfield Road in High Point, North Carolina, GCHD requested no further investigation or remediation. Each of the Owned Real

Property and the Leased Premises, during the period it has been owned or leased by the Acquired Companies, has been maintained in compliance with all applicable Environmental Laws in all material respects, and each Acquired Company has obtained, maintained and complied in all material respects with the terms and conditions of all Permits required under applicable Environmental Law to entitle each Acquired Company to lease or operate its respective assets and to carry on and conduct its respective business operations. All such Permits are in full force and effect in accordance with Environmental Law. The Acquired Companies and their respective predecessors and Affiliates have not retained or assumed, by contract or operation of law, any liabilities or obligations of third parties under any Environmental Law. No Acquired Company or its respective predecessor has disposed of, nor has any Acquired Company or its respective predecessor arranged to dispose of, any waste, including Hazardous Material, in a manner or to a location that would reasonably be expected to result in Liability to any Acquired Company under or relating to Environmental Laws. To the Company’s Knowledge, none of the facilities where waste has been disposed by the Acquired Companies or their respective predecessors have been listed on, or proposed for listing on, the National Priorities List (or the Comprehensive Environmental Response, Compensation and Liability Information System (CERCLIS)) under CERCLA, or any similar state list. None of the Owned Real Property or the Leased Premises are listed on, or have been proposed for listing on, the National Priorities List (or CERCLIS) under CERCLA, or any similar state list. There are (i) no operative underground tanks or, to the Company’s Knowledge temporarily or permanently closed underground storage tanks, located on the Owned Real Properties or the Leased Premises; and (ii) no polychlorinated biphenyls at levels which would require remediation, or items containing polychlorinated biphenyls at levels which would require remediation, used, stored or present at, on or under the Owned Real Properties or the Leased Premises. The Company has made available to the Purchaser: (i) all environmental regulatory compliance audits, environmental site assessments, investigations, monitoring reports, risk assessment reports, corrective action reports, emission inventory reports, stack tests, discharge monitoring reports, hazardous waste manifests, and other material environmental documents, including but not limited to any Phase I and Phase II environmental site assessments, relating to the Acquired Companies’ or their respective predecessors’ or Affiliates’ past or current owned or leased properties, facilities, or operations that are in their possession, custody or under their reasonable control; and (ii) all material correspondence and other documents relating to communications to or from any Governmental Authority or any third party regarding Permits, notifications of or actual or alleged violations of any Environmental Laws or of any conditions in existence that may give rise to liability or responsibility under applicable Environmental Laws in connection with the Acquired Companies’ business located at the Owned Real Property and the Leased Premises, delivered or received by the Seller within the last ten (10) years. The Company is unaware of or does not reasonably anticipate, as of the Closing Date, any condition, event or circumstance concerning the Release or regulation of Hazardous Materials that might, after the Closing Date, prevent, impede or materially increase the costs associated with the ownership or operation of the Company as currently carried out.

3.20 Real Estate.

(a) Owned Real Property.

(i) Schedule 3.20(a)(i) sets forth a true and complete list, of all real property owned by the Acquired Companies (the “ Owned Real Property ”) and the applicable

Acquired Company which owns each such Owned Real Property. The Acquired Companies have good, valid and insurable fee simple title to all Owned Real Property, in each case free and clear of all leases, licenses and occupancy agreements and of all Liens other than Permitted Liens. There are no reversion rights, outstanding options or rights of first refusal in favor of any other Person to purchase, lease, occupy or otherwise utilize the Owned Real Property or any portion thereof or interest therein that would reasonably be expected to materially and adversely affect the use of such Owned Real Property in the business conducted by the Acquired Companies. There is no pending or, to the Company’s Knowledge, threatened appropriation, condemnation, eminent domain or like proceeding with respect to the Owned Real Property. The Acquired Companies do not own or hold, nor are they obligated under or a party to, any option, right of first offer or refusal or other contractual right to purchase, acquire, sell, assign or dispose of any real estate or any portion thereof or interest therein. Except as set forth on Schedule 3.20(a)(i), other than the Owned Real Property, the Acquired Companies do not own, and have not owned since October 31, 2018, any other real property.

(ii) Each applicable Acquired Company is the sole owner of the Owned Real Property. Each applicable Acquired Company’s title to the Owned Real Property is not directly or indirectly derived from any foreclosure proceeding or any proceeding for the sale of land for the nonpayment of real estate taxes or assessments or from adverse possession or color of title in any manner which would affect the marketability of its title to the Owned Real Property. Each applicable Acquired Company is not in default in complying with the terms and provisions of any of the covenants, conditions, restrictions, rights-of-way or easements constituting one or more of the Permitted Liens which are to be performed or complied with by the owner of the Owned Real Property.

(iii) No Acquired Company has received from any Governmental Authority any notice of, and the Company has no Knowledge of any pending or contemplated condemnation proceedings affecting the Owned Real Property, or any part thereof.

(iv) All improvements constituting a part of the Owned Real Property comply in all material respects with all applicable Laws. No zoning, building or similar law, ordinance, order or regulation and no easement agreement is, or on the Closing Date will be violated by the continued maintenance, operation or use of any improvements presently comprising a part of the Owned Real Property. There are no outstanding zoning proffers applicable to the Owned Real Property or any part thereof. No Acquired Company has received written notice from any Governmental Authority of any material violation of any federal, state, or local laws, ordinances, orders, regulations, and requirements affecting the Owned Real Property or any portion thereof (including the conduct of business operations thereon) which violation remains unresolved and which violation would materially and adversely affect the Owned Real Property or the operation thereof.

(v) The Owned Real Property is in good operating condition and repair, subject only to ordinary wear and tear. The Owned Real Property and the Leased Premises are sufficient for the conduct of the business currently operated thereon and constitute all of the real property necessary to conduct the business thereon as currently conducted. There are no existing structural defects in the buildings comprising portions of the Owned Real Property (the “ Buildings ”). The Company has not received written, or to the Company’s Knowledge, oral notice from any Governmental Authority that the Buildings have not been constructed in accordance with

applicable codes, laws, ordinances, rules, regulations, permits and approvals. The roof of the Buildings and the paving of the adjacent surface parking areas are in good condition and repair (ordinary wear and tear excepted). All plumbing equipment, heating, ventilating and air conditioning equipment and the electric wiring and fixtures in the Buildings and the water and sewage systems presently serving the Buildings are in good working order and condition (ordinary wear and tear excepted). The continued maintenance, occupancy and operation of the Owned Real Property is not now, and on the Closing Date will not be, dependent to any extent on improvements or facilities located at any other property, and, to the Company’s Knowledge, the continued maintenance, occupancy and operation of any other property is not dependent to any extent on improvements or facilities located on the Owned Real Property (including the Buildings or any personal property used in connection therewith).

(vi) There are no underground storage tanks located on the Owned Real Property. None of the Acquired Companies has removed, or caused to be removed, any underground storage tanks from the Owned Real Property and, to the Company’s Knowledge, no underground storage tanks were removed from the Owned Real Property before the Acquired Companies acquired title to the Owned Real Property.

(vii) Schedule 3.20(a)(vii) contains a complete and accurate list of all work, labor, or orders for materials at the Owned Real Property as of the Execution Date which may give rise to any carriers, warehousemen, mechanics, materialmen and other similar Liens.

(viii) The Owned Real Property has access rights and is connected to water, sanitary sewer, storm water, gas, electricity, oil, telephone, cable and other utilities required for the ownership, operation and occupancy of the Owned Real Property for the conduct of the business currently operated thereon (collectively, the “ Utilities ”). None of the lines, pipes, conduits, valves, pumps, heads, hoses, tubes, or related equipment or facilities which provide Utilities to the Owned Real Property are located outside the boundaries of the Owned Real Property and/or encroach onto any adjoining real property, or, to the extent that such lines, pipes, conduits, valves, pumps, heads, hoses, tubes, or related equipment or facilities which provide Utilities to the Owned Real Property are located outside the boundaries of the Owned Real Property and/or encroach onto any adjoining real property, the same do so in accordance with permanent non-terminable easements, which inure to the benefit of the Owned Real Property or are provided by the applicable utility company.

(b) Leased Premises.

(i) Schedule 3.20(b)(i) contains a complete and accurate list of (A) all premises leased, subleased, occupied, operated or otherwise used by any of the Acquired Companies (such premises the “ Leased Premises ”) and (B) all leases, lease guaranties, licenses, concessions, subleases, and other occupancy agreements with respect to the Leased Premises (collectively, the “ Leases ”), including the Acquired Company that is a party thereto (whether as lessee or sublessor). The Company has made available to the Purchaser a true and complete copy of each of the Leases. There are no oral Leases. The Leases are valid, binding and enforceable against the applicable Acquired Company (and, to the Company’s Knowledge, against the other party(ies) thereto) in accordance with their terms and are in full force and effect, except as enforceability may be limited by the Enforceability Exceptions, and the applicable Acquired Company under each Lease enjoys

peaceful and undisturbed possession of its respective Leased Premises. All rents under the Leases have been paid current as of the Execution Date, and none of the Acquired Companies has received or delivered written, or to the Company’s Knowledge oral, notice of default under any Lease that remains uncured; no event has occurred which (whether with or without notice, lapse of time or both or the happening or occurrence of any other event) would constitute a default thereunder on the part of any Acquired Company; and no Acquired Company has Knowledge of the occurrence of any event which (whether with or without notice, lapse of time or both or the happening or occurrence of any other event) would constitute a default thereunder by any other party, except as otherwise set forth on Schedule 3.20(b)(i). Neither the applicable Acquired Company nor any counterparty to any of the Leases has exercised any termination rights with respect to its respective Lease. To the Company’s Knowledge, the Leased Premises are (i) in good operating condition and repair, subject to ordinary wear and tear; (ii) not in need of maintenance or repair except for ordinary routine maintenance and repair; (iii) structurally sound with no known defects and in conformity with all applicable Laws currently in effect relating thereto or to the operation thereof; and (iv) suitable, sufficient and appropriate in all material respects for their current uses. None of the Acquired Companies has received written, or to the Company’s Knowledge oral, notice from any Governmental Authority or any other Person regarding any violation or alleged violation of any Law applicable to the Leased Premises or the operation thereof that has not been cured. Except as provided by the terms of the Leases, none of the Acquired Companies have subleased, assigned, licensed, or otherwise granted to any Person the right to use or occupy such Leased Premises or any portion thereof.

(ii) To the Company’s Knowledge, the Leased Improvements are (i) structurally sound with no known material defects; (ii) in good operating condition and repair, subject to ordinary wear and tear; (iii) not in need of maintenance or repair except for ordinary routine maintenance and repair; (iv) in conformity in all material respects with all applicable Laws currently in effect relating thereto or to the operation thereof; and (v) suitable, sufficient and appropriate in all material respects for their current uses. All of the Leased Improvements on the Leased Premises are located entirely on such Leased Premises.

(iii) All notices, consents, authorizations and approvals required under the Leases for the transfer, assignment or assumption of all rights and interests under the Leases are set forth in Schedule 3.20(b)(i).

3.21 No Other Agreement To Sell. Other than the sale of Inventory in the Ordinary Course of Business of the Acquired Companies, and the transactions contemplated by this Agreement, none of the Acquired Companies nor any Seller has any legal obligation, absolute or contingent, to any other Person (other than Purchaser under this Agreement) to sell, encumber or otherwise transfer the Acquired Companies, the Company Equity Interests, the Subsidiary Equity Interests, the Assets, or the business of the Acquired Companies (in whole or in part), or to effect any merger, consolidation, combination, share exchange, recapitalization, liquidation, dissolution or other reorganization involving the Acquired Companies, or to enter into any agreement with respect thereto.

3.22 Transactions with Certain Persons. Except as set forth on Schedule 3.22, no (i) Seller, (ii) Affiliate of any Seller, or (iii) current or former officer, director, manager or, to the Company’s Knowledge, employee of the Acquired Companies or any Seller or any member of any such individual’s immediate family is presently, or within the past three (3) years has been, a party to any transaction with any Acquired Company, including any Contract or other arrangement (a) providing for the furnishing of services by or to an Acquired Company (other than as officers, directors or employees of an Acquired Company); (b) providing for the rental of real or Personal Property from or to an Acquired Company; or (c) otherwise requiring payments to any such individual or any Person in which any such individual has an interest as a significant owner, officer, director, trustee or partner (in each case, other than transactions involving services or expenses as directors, officers or employees of the Acquired Companies in the Ordinary Course of Business of the Acquired Companies).

3.23 Employees.

(a) Schedule 3.23(a) sets forth a complete and correct list of all employees of each Acquired Company as of June 18, 2021, showing for each: (i) name, (ii) hire date, (iii) current job title, (iv) salary or hourly status, (v) exempt or non-exempt status, (vi) actual base salary, hourly rate (if applicable), bonus, commission (and commission rate), and other remuneration or compensation (including employee perks or allowances) (A) paid during or accrued with respect to the fiscal years ended December 31, 2020 and December 31, 2019, and (B) paid or expected to be paid during or accrued with respect to the fiscal year ended December 31, 2021, (vii) if on leave, the reason for and period of leave, including anticipated return to work date (to the extent known), (viii) indicating whether there has been any increase in base salary or base wages or any grant of any severance or termination pay or any other increase in benefits or any commitment to do any of the foregoing since January 1, 2021, and (ix) specifying which employees are party to any existing employment agreement. To the Company’s Knowledge, no employee of any Acquired Company with base compensation equal to or greater than $100,000 annually has given written notice to such Acquired Company or received notice from such Acquired Company of termination of, or intent to terminate, employment with such Acquired Company.

(b) Schedule 3.23(b) sets forth a complete and correct list of all independent contractors and consultants currently performing services or under contract to perform future services for each Acquired Company receiving annual fees in excess of $50,000 and for each such independent contractor and consultant lists: (i) the start date, (ii) estimated completion date, (iii) hourly or per diem rate or other form of pay of such contractor, and (iv) reimbursement of expenses, if any, paid for the fiscal year ending December 31, 2020.

(c) The Company has made available to the Purchaser complete and correct copies of (i) all employee trade secret, non-compete, non-solicit, non-disclosure and invention assignment agreements or a form of such agreements with a list of the employees who entered into such agreements in the Ordinary Course of Business of the Acquired Companies, and (ii) all manuals and handbooks applicable to any current or former director, manager, officer, employee, independent contractor or consultant of such Acquired Company.

(d) Each Acquired Company has been for the past five (5) years, and remains, in compliance in all material respects with applicable Laws relating to employment and employment practices, including those related to wages and hours (including compliance with

Laws relating to overtime pay, meal and rest periods, travel time, on-call, and piece rate pay), misclassification of employees and independent contractors, misclassification as “exempt” or “non-exempt”, discrimination, harassment, retaliation, whistleblowing, civil rights, leave policy, plant closures and layoffs (including under the Worker Adjustment and Retraining Notification Act, 29 U.S.C. §2109 et seq. or the regulations promulgated thereunder), wrongful termination, immigration and naturalization, and collective bargaining. At all times during the past five (5) years, the Acquired Companies have paid in full all wages, salaries, commissions, bonuses, benefits, and other compensation due to or on behalf of any employee, independent contractor or consultant other than such compensation that is accrued and unpaid as of the date hereof that will be paid on the next regular payroll date following the date hereof and there is no claim with respect to the payment of wages, salary or overtime that has been asserted or is now pending or to the Company’s Knowledge, threatened with respect to any current or former employee, independent contractor or consultant of the Acquired Companies. There is no current, pending or ongoing investigation or audit relating to the employment practices of any of the Acquired Companies, by any Governmental Authority, including the U.S. Department of Labor, the Occupational Safety & Health Administration, any state Occupational Safety & Health Commission, and/or the U.S. Immigration and Customs Enforcement. Within the three (3) years prior to the date hereof, there has not been, or, to the Company’s Knowledge, threatened, any allegation of sexual harassment or sexual misconduct against any current or former director, manager, officer, supervisor, or executive of any Acquired Company. Within the three (3) years prior to the date hereof, no Acquired Company has entered into any settlement agreement related to allegations or threatened allegations of sexual harassment or sexual misconduct by any current or former director, manager, officer, supervisor, or executive of any Acquired Company.

(e) All individuals who have performed services for an Acquired Company or who otherwise have claims for compensation from an Acquired Company have been properly classified as: (i) exempt or non-exempt under the Fair Labor Standards Act and all other applicable Laws, and (ii) an employee, non-employee or an independent contractor pursuant to all applicable Laws, including, but not limited to, the Code and ERISA. With respect to all Persons classified by an Acquired Company as independent contractors during the last three (3) years, such Acquired Company has fully and accurately reported each such Person’s compensation on IRS Forms 1099 during such period when required to do so.

3.24 Labor Relations. None of the Acquired Companies is a party to any collective bargaining agreement or other Contract with any group of employees, union, labor organization, works council, or other representative of any of the employees of the Acquired Companies, and no such agreement or Contract is presently being negotiated by the Acquired Companies. No employees of the Acquired Companies are represented by any union, labor organization, or works council, and the Company has no Knowledge (i) that any union, labor organization, or works council has made a pending demand for recognition; (ii) of any representation proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed with the National Labor Relations Board or other labor relations tribunal; or (iii) of any activities by a union, labor organization, works council, or other party to organize or represent such employees, either pending or threatened. No strike, slow-down, picketing, work-stoppage, or other similar labor activity has occurred or been threatened with respect to any such employees. There are, and have been, no grievances, unfair labor practice charges, arbitrations, or other labor disputes pending or threatened, nor are any reasonably anticipated.

3.25 Brokers. Except as set forth on Schedule 3.25, no broker, finder or investment banker or other Person is directly or indirectly entitled to any brokerage, finder’s, or other contingent fee or commission or any similar charge in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Acquired Companies or any of their respective Affiliates.

3.26 Privacy and Security. The past and present collection, use, retention, and dissemination of Personal Information by the Acquired Companies is in material compliance with and has not violated (a) any Contract to which the Company is a party, (b) any applicable Laws, including Privacy and Security Laws, or (c) any privacy policy of the Acquired Companies. The Acquired Companies have not received any written or, to the Company’s Knowledge oral notice from any Governmental Authority that it is under investigation by any Governmental Authority for a violation of any Privacy and Security Law. No Person has provided any written or, to the Company’s Knowledge oral notice or commenced any Claim with respect to loss, damage or unauthorized access, use, modification or other misuse of any Personal Information by the Acquired Companies. To the Company’s Knowledge, since January 1, 2016, there has been no successful data security breach of any information technology systems of the Acquired Companies resulting in any unauthorized access, use or disclosure of any Personal Information or other information, owned, used, stored, received or controlled by or on behalf of the Acquired Companies.

3.27 Events Subsequent. Except as set forth on Schedule 3.27 and matters related to the transactions contemplated pursuant to this Agreement, since December 31, 2020, (a) the Acquired Companies have conducted their business only in the Ordinary Course of Business of the Acquired Companies, and (b) there has not been any change in or development with respect to the Acquired Companies’ business, operations, condition (financial or otherwise), results of operations, assets or liabilities, except for changes and developments which have not had, and would not reasonably be expected to have, a Material Adverse Effect, and (c) none of the Acquired Companies have taken any of the following actions:

(i) (A) redeemed, repurchased or otherwise reacquired any of its equity securities, liquidated, dissolved or effected any reorganization or recapitalization or (B) split, combined or reclassified any of its equity or issued or authorized or proposed the issuance of any of its equity securities;

(ii) issued, pledged, delivered, awarded, granted or sold, or authorized or proposed the issuance, pledge, delivery, award, grant or sale (including the grant of any encumbrances) of, any Company Equity Interests, any securities convertible into or exercisable or exchangeable for any such interests, or any rights, warrants or options to acquire, any such interests;

(iii) (A) acquired or agreed to acquire, or merged or consolidated with, by purchasing an equity interest in or a portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquired or agreed to acquire any assets of any other Person; (B) entered into any joint venture or partnership; or (C) made any financial investments in any other Person;

(iv) adopted any amendments to the Charter or Governing Documents of such Acquired Company;

(v) made any material change in any of its methods of accounting or in any accounting policy, except as may be required by Law or GAAP or the Financial Accounting Standards Board;

(vi) made any capital expenditures, capital additions, or capital improvements in excess of $50,000 other than (A) expenditures for emergency maintenance and repair, or (B) expenditures in the Ordinary Course of Business of the Acquired Companies;

(vii) suffered any loss, or any interruption in use, of any assets or property with a value in excess of $50,000 (whether or not covered by insurance), whether on account of fire, flood, riot, strike, act of God, or otherwise;

(viii) (A) paid, discharged, or satisfied any material claims, liabilities or obligations except the payment, discharge or satisfaction of liabilities or obligations in the Ordinary Course of Business of the Acquired Companies or in accordance with the terms of a Contract, or (B) waived, released, granted or transferred any rights of material value or modified or changed in any materially adverse respect any Material Contract, in each case, other than in the Ordinary Course of Business of the Acquired Companies;

(ix) settled or compromised any Claim, other than Claims in an individual amount to paid by an Acquired Company that did not exceed $50,000; or

(x) taken, or offered or proposed to take, or agree to take in writing or otherwise, any of the actions described in this Section 3.27.

3.28 Suppliers and Customers.

(a) Schedule 3.28(a) lists, by dollar volume paid or received for each of the trailing twelve (12)-month periods ended on December 31, 2019, December 31, 2020, and March 31, 2021, respectively, the ten (10) largest (A) suppliers of goods or services of the Acquired Companies, on a consolidated basis (the “ Material Vendors ”) and (B) customers of the Acquired Companies, on a consolidated basis (the “ Material Customers ”).

(b) Except for expiration of Contracts in the Ordinary Course of Business, no Person listed or required to be listed on Schedule 3.28(a) has (i) threatened in writing to cancel or otherwise terminate, or has provided written notice, or to the Company’s Knowledge, oral notice of an intent to cancel or otherwise terminate, any relationships of such Person with the Acquired Companies, (ii) decreased materially (other than for scheduled decreases pursuant to the terms of such Contract) or threatened in writing to stop, decrease or limit materially, or has provided written notice, or to the Company’s Knowledge, other notice of an intent to modify materially and adversely its relationships with the Acquired Companies or intends to stop, decrease or limit materially its products or services to the Acquired Companies or its usage or purchase of the products or services of the Acquired Companies, or (iii) has provided written notice, or to the

Company’s Knowledge, other notice of an intent to refuse to pay any amount due to the Acquired Companies.

3.29 Accounts; Safe Deposit Boxes. Schedule 3.29 sets forth a true, correct, and complete list of the bank accounts and safe deposit boxes of the Acquired Companies and all Persons authorized to sign thereon.

3.30 Products.

(a) For the last five (5) years, no Product that has been sold, licensed, or distributed by the Acquired Companies to any Person: (i) failed to conform and comply in all material respects with the terms and requirements of any applicable warranty or other Contract and with all applicable Laws in a manner outside the Ordinary Course of Business, and (ii) had any design defects, construction defects, or other defects or deficiencies at the time of sale in a manner outside the Ordinary Course of Business. All repair services and other services that have been performed by the Acquired Companies were performed properly and in compliance with all applicable Laws. No Product manufactured or sold by the Acquired Companies has been the subject of any recall or other similar action outside the Ordinary Course of Business; and no event has occurred, and no condition or circumstance exists, that would be reasonably be expected to (with or without notice or lapse of time) directly or indirectly give rise to or serve as a basis for any such recall or other similar action relating to any such Product outside the Ordinary Course of Business. The Acquired Companies have in place and have in the last five (5) years had in place, an adequate and appropriate quality control system that is at least as comprehensive and effective as the quality control systems customarily maintained by comparable businesses.

(b) Set forth on Schedule 3.30(b) are the standard forms of service warranties and guarantees used by the Acquired Companies with respect to Products that have been sold, licensed, or distributed by the Acquired Companies to any Person, and copies of all other outstanding service warranties and guarantees related thereto have been made available to the Purchaser. Except as specifically described on Schedule 3.30(b) or in the Ordinary Course of Business, since January 1, 2016, no service warranty, breach of guaranty, failure to meet specifications, or similar claims have been made against the Acquired Companies with respect to Products that have been sold, licensed, or distributed by the Acquired Companies to any Person. Other than in the Ordinary Course of Business, no Claim against the Acquired Companies under any Law relating to unfair competition, false advertising, or other similar claims arising out of Product or service warranties, guarantees, specifications, manuals, or brochures or other advertising materials is currently pending or threatened in writing, or to the Company’s Knowledge, orally against the Acquired Companies.

3.31 CARES Act Funds. None of the Acquired Companies has applied for or received funds under the Paycheck Protection Program, or has received any loans or grants from other CARES Act programs any other or any other governmental relief program.

3.32 No Other Representations and Warranties. Except for the representations and warranties set forth in Section 3 (as qualified by the Disclosure Schedules), neither of the Acquired Companies, the Sellers nor any other Person: (a) makes any representation or warranty, express or implied, including as to condition, merchantability, suitability, or fitness for a particular purpose of any of the Assets or (b) makes any representation or warranty, express or implied, as to the

accuracy or completeness of any information regarding the Acquired Companies or the business of the Acquired Companies (including any representation or warranty of any kind or nature whatsoever concerning or as to the accuracy or completeness of any projections, budgets, forecasts, or other forward-looking financial information concerning the future revenue, income, profit, or other financial results of the Acquired Companies). Any and all statements or information communicated by the Company, any other Acquired Company, the Sellers, or any other Person outside of this Agreement, including by way of the documents provided in response to the Purchaser’s due diligence requests and any management presentations provided, whether verbally or in writing, are deemed to have been superseded by this Agreement, it being agreed that no such prior or contemporaneous statements or communications outside of this Agreement will survive the execution and delivery of this Agreement.

4. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND THE PARENT .

Each of the Purchaser and the Parent, jointly and severally, hereby represent and warrant to the Company and the Sellers the following matters, current as of the Execution Date and the Closing Date:

4.1 Organization.

(a) The Parent is a corporation duly incorporated, validly existing, and in good standing under the Laws of Canada, and is qualified or registered to do business in each jurisdiction in which the nature of its business or operations would require such qualification or registration, except where the failure to be so qualified or registered would not cause a Parent Material Adverse Effect.

(b) The Purchaser is a limited partnership duly formed, validly existing, and in good standing under the Laws of the state of Delaware, and is qualified or registered to do business in each jurisdiction in which the nature of its business or operations would require such qualification or registration, except where the failure to be so qualified or registered would not cause a Purchaser Material Adverse Effect.

4.2 Necessary Authority.

(a) The Parent has full corporate power and authority to execute and deliver this Agreement to perform its obligations hereunder, and, subject to the Required Statutory Approvals, to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by the Parent and, upon execution and delivery, will constitute (assuming, in each case, the due authorization, execution and delivery by each other party thereto) the legal, valid, and binding obligations of the Parent enforceable against the Parent in accordance with their respective terms and conditions, subject only to the Enforceability Exceptions. The individual(s) executing this Agreement has the full right, power, and authority to execute and deliver this Agreement and upon execution (assuming, in each case, the due authorization, execution, and delivery by each other party thereto), no further action will be needed to make this Agreement valid and binding upon, and enforceable against, such Person.

(b) The Purchaser has full partnership power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder, and, subject to the Required Statutory Approvals, to consummate the transactions contemplated hereby and thereby. The execution, delivery, and performance of this Agreement and the other Transaction Documents to which the Purchaser is or will be a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the Purchaser and, upon execution and delivery, will constitute (assuming, in each case, the due authorization, execution and delivery by each other party thereto) the legal, valid, and binding obligations of the Purchaser enforceable against the Purchaser in accordance with their respective terms and conditions, subject only to the Enforceability Exceptions. The individual(s) executing this Agreement and any Transaction Document to which the Purchaser is or will be a party, has the full right, power, and authority to execute and deliver this Agreement and any Transaction Document to which such Person is a party, and upon execution (assuming, in each case, the due authorization, execution, and delivery by each other party thereto), no further action will be needed to make this Agreement and any other Transaction Document to which the Purchaser is or will be a party valid and binding upon, and enforceable against, such Person.

4.3 No Conflict.

(a) The execution, delivery and performance by the Parent of this Agreement, and the consummation of the transactions contemplated herein do not and will not, assuming the receipt of the Required Statutory Approvals (a) violate the Charter or Governing Documents of the Parent, (b) require the Parent to obtain the consent or approvals of, or make any filing with, any Person, except for consents and approval already obtained and notices or filings already made, (c) violate any Law, or (d) constitute or result in the breach of any provision of, or constitute a default under, any contract to which the Parent is a party or by which its assets are bound.

(b) The execution, delivery and performance by the Purchaser of this Agreement and the other Transaction Documents to which the Purchaser is a party, and the consummation of the transactions contemplated herein or therein do not and will not, assuming the receipt of the Required Statutory Approvals (a) violate the Charter or Governing Documents of the Purchaser, (b) require the Purchaser to obtain the consent or approvals of, or make any filing with, any Person, except for consents and approval already obtained and notices or filings already made, (c) violate any Law, or (d) constitute or result in the breach of any provision of, or constitute a default under, any contract to which the Purchaser is a party or by which its assets are bound.

4.4 Brokers. Except as set forth on Schedule 4.4, no broker, finder, or investment banker or other Person is directly or indirectly entitled to any brokerage, finder’s, or other fee or commission or any similar charge in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Purchaser or the Parent.

4.5 Litigation. There is no Claim or Order of any nature, pending, rendered or, to the Purchaser’s Knowledge, threatened in writing, against the Purchaser or the Parent that reasonably would be expected to adversely affect the Purchaser’s and the Parent’s ability to consummate the transactions contemplated by this Agreement.

4.6 Ability to Perform Agreement; Solvency. Purchaser has delivered to the Sellers a true and complete fully executed copy of: (i) the debt commitment letter, dated as of the date

hereof, among Purchaser and the lenders party thereto, including all exhibits, schedules, annexes and amendments to such letter in effect as of the date of this Agreement (the “ Debt Commitment Letter ”; sometimes referred to as the “ Financing Commitment ” and the financing contemplated thereunder, the “ Financing ”), pursuant to which and subject to the terms and conditions thereof each of the parties thereto (other than Purchaser) have severally committed to lend the amounts set forth therein for the purposes set forth in the Debt Commitment Letter (such debt financing, the “ Debt Financing ”). The Debt Commitment Letter has not been amended, restated or otherwise modified in any material respect or waived prior to the execution and delivery of this Agreement and no such amendment or modification is contemplated as of the date of this Agreement (except as would be permitted by Section 5.16) and the respective commitments contained in the Debt Commitment Letter has not been withdrawn, rescinded, amended, restated or otherwise modified prior to the execution and delivery of this Agreement, provided that the existence or exercise of “market flex” provisions contained in the Fee Letter (as defined below), shall not constitute an amendment or modification of the Debt Commitment Letter. As of the date of this Agreement, the Debt Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligation of Purchaser and, to the knowledge of Purchaser, each other party thereto, except as the enforceability thereof may be limited by the Enforceability Exceptions, and there are no conditions precedent or contractual contingencies to the funding of the full amount of the Financing pursuant to the Debt Commitment Letter, other than as expressly set forth in the Debt Commitment Letter is and the Fee Letter. Assuming the funding in full of the Debt Financing on the Closing Date in accordance with the terms of the Debt Commitment Letter, the accuracy of the representations and warranties of the Company set forth in Section 3, and the satisfaction of the conditions contained in Section 6.1, as of the date of this Agreement, the cash proceeds contemplated from the Debt Financing, together with available cash of Purchaser will, in the aggregate, be sufficient to make the payment of any amounts required to be paid by Purchaser pursuant to this Agreement on the Closing Date (the “ Required Amounts ”). As of the date of this Agreement, assuming the accuracy of the representations and warranties of the Company set forth in Section 3, no event has occurred which would reasonably be expected to constitute a breach or default (or an event which with notice or lapse of time or both would or would reasonably be expected to constitute a default) on the part of Purchaser or any of its Affiliates under the Debt Commitment Letter or, to Purchaser’s knowledge, any other party to the Debt Commitment Letter. Subject to the accuracy of the representations and warranties of the Company set forth in Section 3, the satisfaction of the conditions contained in Section 6.1, and the performance by Sellers of their other obligations under this Agreement, as of the date of this Agreement, Purchaser has no reason to believe that any of the conditions to the Debt Financing would not be reasonably be expected to be satisfied or that the full amount of the Debt Financing will not reasonably be expected to be available to Purchaser on the Closing Date. Except for fee letter with respect to fees and related arrangements with respect to the Debt Financing (the “ Fee Letter ”) of which Purchaser has delivered a correct and complete copy to the Sellers on or prior to the date of this Agreement (other than with respect to redacted fees, fee amounts, pricing terms and pricing caps and other economic terms and “market flex” provisions, but which redacted information does not directly affect the conditionality of the Debt Financing or reduce the amount below the Required Amounts), as of the date of this Agreement, there are no side letters or other agreements, Contracts or arrangements related to the funding of the full amount of the Debt Financing that Purchaser is a party to that would reasonably be expected to affect the availability of the Debt Financing or reduce the amount below the Required Amounts. Purchaser has fully paid or caused to be paid all commitment fees or other fees required to be paid on or prior to the date of this Agreement in connection with the Debt Financing.

Immediately after giving effect to the transactions contemplated hereby, the Purchaser and each of its Subsidiaries (including the Acquired Companies) will be solvent.

4.7 Investment Intent. The Purchaser is acquiring all of the Transferred Equity Interests for its own account and not with a view to any resale or distribution within the meaning of Section 2(11) of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. The Purchaser is an “accredited investor” within the meaning of Securities and Exchange Commission Rule 501 of Regulation D, as presently in effect, and has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of its investment in the Transferred Equity Interests, and the Purchaser is capable of bearing the economic risks of such investment, including a complete loss of its investment in the Transferred Equity Interests. The Purchaser acknowledges that the Transferred Equity Interests have not been registered under the Securities Act of 1933, as amended, or any state securities Law and understands and agrees that it may not sell or dispose of any of the Transferred Equity Interests except pursuant to a registered offering in compliance with, or in a transaction exempt from, the registration requirements of the Securities Act of 1933, as amended, and any other applicable federal, state, or foreign securities Laws.

4.8 No Other Representations and Warranties. Neither the Parent, the Purchaser nor any other Person makes any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Purchaser or the Parent, as applicable, in each case, except as expressly set forth in this Agreement.

5. COVENANTS OF THE PARTIES

5.1 Affirmative Covenants of the Acquired Companies. The Company hereby covenants and agrees that, except as set forth on Schedule 5.1, from the Execution Date through and including the Closing Date or the earlier termination of this Agreement pursuant to Section 8.1 (the “ Interim Period ”), unless otherwise expressly contemplated by this Agreement or consented to in writing by the Purchaser (which consent will not be unreasonably withheld, conditioned, or delayed and will be deemed granted if the Company sends an electronic mail notice to the Purchaser that references this Section 5.1 and the Purchaser does not affirmatively approve or deny such request for consent within two (2) Business Days), the Company will, and will cause the other Acquired Companies to:

(a) operate its business in the Ordinary Course of Business of the Acquired Companies; provided that the Acquired Companies may distribute their Cash to their equityholders and take any actions contemplated by this Agreement or as may be deemed reasonably necessary to consummate the transactions contemplated by this Agreement prior to or on the Closing Date;

(b) preserve intact its business organization, maintain its legal existence, and use its Reasonable Best Efforts (i) to preserve its rights and ongoing operations, (ii) to retain the services of and maintain and preserve its relationship with its officers and employees, and (iii) to maintain and preserve its business relationship with its lenders, customers, and suppliers and other third parties having business relationships with the Acquired Companies;

(c) use its Reasonable Best Efforts to maintain and preserve its properties and Assets in as good repair and condition as at present, ordinary wear and tear excepted; and

(d) use its Reasonable Best Efforts to keep in full force and effect insurance comparable in amount and scope of coverage to that currently maintained.

5.2 Negative Covenants of the Acquired Companies. During the Interim Period, except (i) for the Restructuring, (ii) as expressly contemplated by this Agreement, (iii) as set forth in Schedule 5.2, or (iv) as otherwise consented to in writing by the Purchaser (which consent will not be unreasonably withheld, conditioned, or delayed and will be deemed granted if the Company sends an electronic mail notice to the Purchaser that references this Section 5.2 and the Purchaser does not affirmatively deny or consent to such request within two (2) Business Days), the Company will not, and will cause the other Acquired Companies not to, do any of the following:

(a) (i) increase the compensation payable to or to become payable to any of its directors, officers, or employees (other than pursuant to an existing agreement or arrangement, ordinary increases consistent with the Acquired Companies’ past practice or compensation increases for hourly employees made on a rolling basis in the Ordinary Course of Business); (ii) grant any severance or termination pay (other than pursuant to existing employment agreements, severance arrangements, or policies or any Benefit Plans as in effect on the Execution Date or ordinary severance or termination pay consistent with such Acquired Company’s Ordinary Course of Business) to, or enter into or modify any employment, change-in-control, or severance agreement with, any of its directors, officers, or employees; or (iii) adopt or amend any Benefit Plan, in each case except as may be required by applicable Law or in connection with an annual renewal;

(b) (i) redeem, repurchase, or otherwise reacquire any of its equity securities; (ii) liquidate, dissolve or effect any reorganization or recapitalization; or (iii) split, combine, or reclassify any of its equity securities or issue or authorize or propose the issuance of any of its equity securities;

(c) issue, pledge, deliver, award, grant, or sell, or authorize or propose the issuance, pledge, delivery, award, grant or sale (including the grant of any encumbrances) of, any if its equity securities, any securities convertible into or exercisable or exchangeable for any such equity securities, or any rights, warrants, or options to acquire, any such equity securities;

(d) (i) acquire or agree to acquire, or merge or consolidate with, by purchasing an equity interest in or a portion of the assets of, or by any other manner, any business or any corporation, partnership, association, or other business organization or division thereof, or otherwise acquire or agree to acquire any assets of any other Person; (ii) enter into any joint venture or partnership; or (iii) make any investments in or capital contributions to any other Person;

(e) adopt any amendments to the Charter or Governing Documents of any

Acquired Company;

(f) adopt a plan or agreement of liquidation, dissolution, restructuring, recapitalization or other reorganization;

(g) make any change in any of the Acquired Companies’ methods of accounting or in any accounting policy, except as required by Law or GAAP;

(h) mortgage, pledge or subject to any Lien (other than Permitted Liens) any material assets of any Acquired Company;

(i) make any capital expenditures, capital additions, or capital improvements other than (i) expenditures under the 2021 operating plan approved by the Company’s Board of Directors, (ii) expenditures for emergency maintenance and repair or (iii) expenditures in the Ordinary Course of Business of the Acquired Companies;

(j) acquire, lease, license, or dispose of any real property or any interest therein or enter into any Contract to acquire, lease, license, or dispose of any real property or any interest therein;

(k) enter into any collective bargaining agreement;

(l) amend any Tax Return, change any material Tax election, change any annual Tax accounting period, change any material method of Tax accounting, enter into any closing agreement with respect to any material Tax, or settle any material Tax claim or assessment;

(m) pay, discharge or satisfy any material Claims, liabilities, or obligations except the payment, discharge, or satisfaction of (i) liabilities or obligations in the Ordinary Course of Business of the Acquired Companies or in accordance with the terms thereof as in effect on the Execution Date, or (ii) Claims settled or compromised to the extent permitted by Section 5.2(p);

(n) waive, release, grant, or transfer any rights of material value or modify or change in any material respect any Material Contract, other than in the Ordinary Course of Business of the Acquired Companies, provided for the avoidance of doubt that the Acquired Companies may dispose of slow moving or obsolete Inventory that has been written off;

(o) make any loans or advances to any Person, other than in the Ordinary

Course of Business;

(p) settle or compromise any Claims, other than (i) Claims the settlement or compromise of which do not require any payment by or impose any other material obligation on an Acquired Company after the Closing or are covered by applicable insurance and (ii) Claims which are settled or compromised for an amount not to exceed $100,000; or

(q) take, or offer or propose to take, or agree to take in writing or otherwise, any of the actions described in this Section 5.2.

Notwithstanding the foregoing or anything herein to the contrary, if during the Interim Period, the Acquired Companies or the Purchaser have commenced any litigation type action against the other party (including arbitration, a lawsuit, or any administrative type proceeding), then the Acquired Companies will not be required to comply with their obligations under this Section 5.2.

Nothing in this Agreement will limit the ability of the Company or its Affiliates to make distributions (including Tax distributions) prior to the Closing.

5.3 Access. Subject to applicable Law, during the Interim Period, the Company will, and the Company will cause the other Acquired Companies to, provide the Purchaser and its Representatives, at the Purchaser’s sole cost and expense, with reasonable access to (i) the properties, books, and records of the Acquired Companies, (ii) subject to the receipt of reasonable prior written notice from the Purchaser, and with the prior written consent of the Company’s Chief Executive Officer or his/her authorized designee(s) (which consent will not be unreasonably withheld, conditioned, or delayed), the Representatives of the Acquired Companies with respect to matters relating to the business of the Acquired Companies, and (iii) any Owned Real Property or Leased Premises at reasonable times and upon reasonable prior notice, and will provide the Purchaser and the Purchaser’s Representatives with such information concerning the Acquired Companies, the Transferred Equity Interests, the Assets, and the business of the Acquired Companies as the Purchaser and/or the Purchaser’s Representatives may reasonably request, including a test count of Inventory to be performed by the Purchaser during the weekend prior to Closing; provided that such test count does not interfere with the operations of any Acquired Company and completion of such test count is not a condition to the Closing. Any information or knowledge obtained in any investigation pursuant to this Section 5.3 that is Confidential Information is subject to Section 5.5. Notwithstanding anything herein to the contrary, the Purchaser is not authorized to and will not (and will not permit any of its employees, agents, Representatives, or Affiliates to) contact any officer, director, employee, customer, supplier, distributor, vendor, or other business relation of any Acquired Company prior to the Closing without the prior written consent and coordination of the Seller Representative.

5.4 No Negotiations. During the Interim Period, the Company, the Sellers and the Seller Representative will refrain, and will cause their Representatives to refrain from taking, directly or indirectly, any action (a) to solicit or initiate the submission of any proposal or indication of interest from any Person (other than the Purchaser or its Affiliates) with respect to an acquisition of the Company Equity Interests, or material Assets of the Acquired Companies, or any merger, consolidation, combination, equity exchange, recapitalization, liquidation, or dissolution involving the Acquired Companies, in each case other than the sale of Inventory in the Ordinary Course of Business (an “ Alternative Proposal ”), (b) to negotiate or participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or that may reasonably be expected to lead to, an Alternative Proposal (or any proposal or indication of interest relating thereto) with any Person (other than the Purchaser or its Affiliates), or (c) to authorize, engage in, or enter into any agreement, letter of intent, term sheet, Contract, or understanding, whether binding or non-binding with any Person (other than with the Purchaser or its Affiliates) with respect to an Alternative Proposal.

5.5 Mutual Covenants Regarding Confidentiality. Prior to the Closing, the Purchaser, the Company, the Sellers, and the Seller Representative and following the Closing, the Sellers and the Seller Representative will each keep confidential and not directly or indirectly reveal, report, publish, disclose, or transfer any information, other than to its Representatives who have a need to know such information in connection with the transactions contemplated hereby, obtained by each with respect to the other in connection with this Agreement and the negotiations preceding this Agreement, including the amount of the Purchase Price (the “ Confidential Information ”) and each will use such Confidential Information solely in connection with the transactions contemplated by this Agreement, and if the transactions contemplated by this Agreement are not consummated for any reason, each will destroy or return to the other, without retaining any copies thereof (except

for information maintained in electronic back-up systems or as otherwise required by Law), any schedules, documents or other written Confidential Information obtained from the other in connection with this Agreement, the negotiations preceding this Agreement, and the transactions contemplated hereby, and will cause all of its Representatives to whom it may have disclosed such Confidential Information to do the same. Notwithstanding the foregoing limitations, no party to this Agreement will be required to keep confidential or return any Confidential Information that (a) is known or available through other lawful sources not bound by a confidentiality obligation, directly or indirectly, with the disclosing party or otherwise prohibited from disclosing such information, (b) is or becomes publicly known or generally known in the industry through no fault of the receiving party or its Representatives, (c) is developed by the receiving party independently of the disclosure by the disclosing party without reliance on the Confidential Information, (d) is required to be disclosed pursuant to Law (including securities Laws of any jurisdiction and rules and regulations of any applicable stock exchange), provided the other parties are given reasonable prior notice of such required disclosure, (e) relates solely to the income Tax aspects and consequences of the transactions contemplated by this Agreement, or (f) is disclosed in connection with such Person’s performance, enforcement, and/or defense of any rights or obligations under this Agreement, the other Transaction Documents or in connection with the transactions contemplated hereby or thereby. Notwithstanding anything else in this Agreement to the contrary, the Sellers and Acquired Companies acknowledge and agree that Parent may be required in connection with any Equity Financing or applicable public company disclosure obligations to (i) publicly disclose the transactions contemplated by this Agreement, including the amount of the Purchase Price, and information regarding the Acquired Companies, and (ii) publicly file this Agreement (which may be redacted) with the applicable Canadian securities regulatory authorities, provided that Parent shall provide a copy of any such disclosure to the Sellers for review and comment no less than 24 hours prior to the filing or disclosure thereof and reasonably consider any changes thereto requested by the Sellers.

5.6 Mutual Covenants Regarding No Inconsistent Action. During the Interim Period, none of the parties will take any intentional action or make any intentional omission, which (a) is materially inconsistent with its obligations under this Agreement, (b) would make it impossible or impracticable for a condition herein to be satisfied, or (c) would materially hinder or delay the consummation of the transactions contemplated by this Agreement.

5.7 Post-Closing Employee Benefits and Business.

(a) For a period of one (1) year following the Closing Date, the Purchaser will cause the Acquired Companies to provide employees of the Acquired Companies who continue in employment following the Closing (“ Continuing Employees ”) with (i) cash compensation (including base salary or wages and nondiscretionary bonus opportunities) that is no less favorable in the aggregate than such cash compensation provided to such Continuing Employees prior to the Closing and (ii) benefits (excluding any equity incentives) that either, as determined by the Purchaser (x) are substantially similar, in the aggregate, to those provided by the Acquired Companies prior to the Closing or (y) meet the requirements of Section 5.7(b).

(b) The Purchaser may satisfy its obligations under Section 5.7(a)(ii)(y) with respect to any Continuing Employee after the Closing Date by providing (to the extent a comparable Benefit Plan is not continued after the Closing Date) that such Continuing Employee will be eligible to participate the Purchaser’s or any of its Affiliates’ retirement and welfare benefit

plans (“ Purchaser Benefit Plans ”) on terms that are substantially comparable in the aggregate to those offered to similarly situated employees of the Purchaser or any of its Affiliates; provided, however, that such Purchaser Benefit Plans provide such benefits that are substantially similar in the aggregate to the applicable Benefit Plans in which such Continuing Employee participated immediately prior to the Closing Date and which are terminated following the Closing Date; and provided, further, however, that such Purchaser Benefit Plans conform with the following:

(i) Effective as of the Closing Date, the Purchaser will, or will cause its Affiliates to, use Reasonable Best Efforts to credit the Continuing Employees with their period of employment with the Acquired Companies for purposes of eligibility to participate and vesting (and solely with respect to severance and vacation policies, for benefit computation purposes) in any Purchaser Benefit Plan, in each case, to the same extent such service was recognized under similar Benefit Plans prior to the Closing; provided, however, that nothing herein shall operate to result in a duplication of benefits or require recognition of service under a newly established plan for which service is not taken into account for employees of the Purchaser;

(ii) For purposes of a Purchaser Benefit Plan that is a group medical plan for the Continuing Employees and beneficiaries thereof, the Purchaser will, or will cause its Affiliates to, use Reasonable Best Efforts to waive limitations on benefits relating to any pre-existing conditions, any waiting periods, or evidence of insurability requirements under each such benefit plan that is a medical plan in the calendar year in which the Closing Date occurs and will, or will cause its Affiliates to, take commercially reasonable actions to apply toward any deductible and out of pocket requirements or limits any amounts paid by each Continuing Employee paid under a benefit plan that is a medical plan in the calendar year in which the Closing Date occurs; and

(iii) During the Interim Period, the Purchaser and the Acquired Companies will complete and furnish to each other such other employee data as will be reasonably required from time to time for each party to perform and fulfill its obligations under this Section 5.7.

(c) Nothing contained herein, whether express or implied, will (i) obligate the Purchaser, the Acquired Companies, or any of its or their respective Affiliates to retain any Continuing Employees for any specific period, (ii) be treated as an amendment or other modification of any Benefit Plan, or (iii) limit the right of the Purchaser, the Acquired Companies, or any of its or their respective Affiliates to amend, terminate or otherwise modify any Benefit Plan following the Closing. The Purchaser and the Sellers acknowledge and agree that all provision contained in this Section 5.7 with respect to the Continuing Employees are included for the sole benefit of the Purchaser and the Acquired Companies, and that nothing herein, whether express or implied, will create any third party beneficiary or other rights (x) in any Person, including any employees or former employees of the Acquired Companies, any participant in any Benefit Plan, or any dependent or beneficiary thereof, or (y) to continued employment with the Purchaser, the Acquired Companies or any of its or their respective Affiliates.

5.8 Mutual Covenants Regarding Further Action; Efforts.

(a) During the Interim Period, each of the parties will use their Reasonable Best Efforts to take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper, or advisable to consummate and make effective the transactions contemplated by this Agreement in the most expeditious manner practicable, including (i) preparing and filing all form registrations and notices required to be filed, performing all necessary actions or nonactions, and obtaining all necessary waivers, consents, and approvals from Governmental Authorities and making all necessary registrations and filings (including filings with Governmental Authorities) and taking all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority, (ii) obtaining all necessary consents, approvals, or waivers from third parties, (iii) defending any lawsuits or other Claims, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, and (iv) executing and delivering any additional instruments necessary to consummate the transactions contemplated hereby.

(b) Without limitation of the foregoing, the Purchaser and the Company undertake and agree to file as soon as practicable (and in any event not later than five (5) Business Days after the Execution Date) during the Interim Period, if required by Law, a Notification and Report Form under the HSR Act with the Federal Trade Commission (the “ FTC ”) and the Antitrust Division of the Department of Justice (the “ DOJ ”). The Purchaser will pay all filing fees related to compliance with the HSR Act in connection with transactions contemplated hereby. Each party will be responsible for its respective preparation costs and other expenses (including attorneys’ fees) in connection therewith. Subject to applicable Laws and the preservation of any applicable attorney-client privilege, the Purchaser and the Sellers each will promptly (i) supply the other with any information which may be required in order to effectuate such filings, (ii) supply any additional information which reasonably may be required by the FTC or the DOJ, and (iii) make any further filings pursuant thereto that may be necessary, proper or advisable in connection therewith.

(c) During the Interim Period, each of the Purchaser and the Company will, in connection with the efforts referenced in Section 5.8(a) and Section 5.8(b), use its Reasonable Best Efforts to obtain all requisite approvals and authorizations and the other transactions contemplated by this Agreement under the HSR Act or any other Regulatory Law, and will use its Reasonable Best Efforts to (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any request by the FTC or DOJ for additional information and documents or any investigation or other inquiry, including any proceeding initiated by a private party, (ii) promptly inform the other party of any material communication received by such party from, or given by such party to, the FTC, the DOJ, or any other Governmental Authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated by this Agreement, (iii) permit the other party to review any communication given by it to, or received from, and consult with each other in advance of any meeting or conference with, the FTC, the DOJ, or any such other Governmental Authority or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the FTC, the DOJ or such other applicable Governmental Authority or other Person, give the other party the opportunity to attend and participate in such meetings and conferences; provided, however, that the parties may comply with this Section 5.8(c)

by designating that certain sensitive information will only be shared with the respective parties’ outside legal counsel, and (iv) promptly respond to inquiries from the FTC, the DOJ, or any other Governmental Authority regarding the legality under any antitrust Law of the transactions contemplated by this Agreement; provided, however, that all obligations in this Section 5.8(c) will be subject to applicable Laws relating to exchange of information and attorney-client communication and privileges.

(d) During the Interim Period, each of the parties will promptly notify the others in writing of any pending or threatened in writing, action, proceeding, or investigation by any Governmental Authority or any other Person (i) challenging or seeking damages in connection with the transactions contemplated hereby or (ii) seeking to restrain or prohibit the consummation of the transactions contemplated hereby.

(e) During the Interim Period, (i) the Purchaser will use its Reasonable Best Efforts to promptly review and provide comments to drafts of closing deliverables required to be delivered by the Company or the Seller Representative pursuant to Section 7.1, and (ii) the Company will use its Reasonable Best Efforts to promptly review and provide comments to drafts of closing deliverables required to be delivered by the Purchaser pursuant to Section 7.2.

(f) Prior to the Closing, each Seller and the proper officers and directors of each Seller will use Reasonable Best Efforts to take any action necessary to complete the Restructuring.

5.9 Director & Officer Insurance.

(a) For a period of six (6) years after the Closing Date, the Purchaser will not cause any Acquired Company to amend or modify the indemnification or liability exculpation provisions in such Acquired Company’s Charter and Governing Documents, in each case in any way adverse to each Person who is now, or has been at any time prior to the date hereof, a Person covered by such indemnification or liability exculpation provisions.

(b) For six (6) years from the Closing Date, the Purchaser will cause each Acquired Company to maintain “tail” officers’ and directors’ liability insurance (the “ Tail Policy covering the Persons who are presently covered by their officers’ and directors’ liability insurance policies (copies of which have heretofore been made available to the Purchaser) with respect to actions and omissions occurring prior to the Closing Date, providing coverage from insurance carriers with the same or better credit ratings as the Company’s current insurance carrier with respect to officers’ and directors’ liability insurance and fiduciary duty insurance and not less favorable than provided by such insurance in effect on the date hereof. The Purchaser will pay at or before the Closing any applicable premiums for such insurance (the “ Tail Policy Expenses ”).

5.10 R&W Insurance. The parties acknowledge that, as of the date hereof, the Purchaser has obtained at its own cost and expense a conditional binder to the R&W Insurance Policy, attached hereto as Exhibit D and that a true and correct copy of such conditional binder has been provided to the Seller Representative. Prior to the Closing, the parties will use Reasonable Best Efforts to obtain and bind the R&W Insurance Policy, which will contain the same terms and conditions as set forth in Exhibit D except as consented to by the Seller Representative in writing (such consent not be unreasonably withheld); provided that, in all events, the R&W Insurance Policy will provide that (i) except in the case of Fraud by the Sellers in connection with this

Agreement, the insurer will waive and release any right of subrogation against the Sellers and/or their respective Affiliates in connection with this Agreement, (ii) the Sellers and their respective Affiliates are third party beneficiaries of such waiver; and (iii) the insured and insurer cannot amend the R&W Insurance Policy with respect to the subrogation provisions or in any manner that is material and adverse to the Sellers or any of their respective Affiliates or which would reasonably be expected to result in an increase of the Sellers’ or any of their respective Affiliates’ potential liability under this Agreement, in each case, without the prior written consent of the Seller Representative. Prior to the Closing, the Purchaser will pay or cause to be paid, all costs and expenses related to the R&W Insurance Policy, including the total premium, underwriting costs, brokerage commission, and Taxes related to such policy and other fees and expenses of such policy (collectively, the “ R&W Insurance Expenses ”).

5.11 Copy of Virtual Data Room and Electronic Files. On the Closing Date, the Seller Representative will deliver to the Purchaser, and will retain a copy, on one or more USB electronic storage devices, a complete and accurate (as of the date of delivery) electronic copy of the Data Room with respect to the transactions contemplated by this Agreement. Neither the Acquired Companies nor the Sellers make any representation or warranty of any kind, express or implied, regarding the validity, accuracy, or completeness of any information in the Data Room or the electronic copy of the Data Room, except as expressly set forth in Section 2 and Section 3 of this Agreement; provided, however, to the extent this Agreement or the Disclosure Schedules makes reference to an item that is provided in the Data Room, the Purchaser will be entitled to rely on the copy therein as a valid, true, accurate, and complete copy thereof.

5.12 Closing Date Actions. The Purchaser covenants that, on the Closing Date, it will not and will not cause or permit any Acquired Company to: (a) take any action other than in the Ordinary Course of Business of the Acquired Companies prior to the Closing; (b) distribute Cash or any other Assets of the Acquired Companies, make dividends, incur Indebtedness that would affect Net Working Capital on the Closing Date, or make cash payments to, incur liabilities from, or enter into transactions with, the Purchaser or an Affiliate of the Purchaser or with any other Person that is not in the Ordinary Course of Business consistent with past practice of the Acquired Companies prior to the Effective Time, (c) take or fail to take any action that would result in a reduction of, or a decrease in, or otherwise affect Net Working Capital on the Closing Date except for payments by the Acquired Companies in the Ordinary Course of Business prior to the Effective Time or as expressly contemplated by this Agreement, or (d) take any action that is reasonably likely to result in a Tax liability to the Sellers.

5.13 Purchaser’s Acknowledgment.

(a) The Purchaser acknowledges and agrees that none of the Sellers, any Acquired Company, the Seller Representative, their respective Affiliates, nor their Representatives has made any representations or warranties regarding the Sellers, the Acquired Companies, or any of the Acquired Companies’ business operations, the assets or operations of the Acquired Companies’ business, the Company Equity Interests, the Subsidiary Equity Interests, or otherwise in connection with the transactions contemplated by this Agreement, other than the representations and warranties expressly made by the Sellers and the Company in Section 2 and Section 3, respectively. Without limiting the generality of the foregoing, the Purchaser acknowledges and agrees that no projections, forecasts, predictions, other estimates, data, financial information, documents, reports, statements (oral or written), summaries, abstracts, descriptions, presentations

(including any management presentation or facility tour), memoranda, or offering material with respect to the Acquired Companies or the Acquired Companies’ business, or the Company Equity Interests, or the Subsidiary Equity Interests, is or will be deemed to be a representation or warranty by any Acquired Company, any Seller, or the Seller Representative to the Purchaser, under this Agreement, or otherwise. The Purchaser acknowledges that, except for the representations and warranties expressly made by the Sellers and the Company in Section 2 and Section 3, respectively, no Person has been authorized by the Sellers, the Seller Representative, any Acquired Company to make any representation or warranty regarding the Sellers, the Acquired Companies, the Acquired Companies’ business, the assets or operations of the Acquired Companies, the Company Equity Interests, the Subsidiary Equity Interests, or the transactions contemplated hereby.

(b) The Purchaser acknowledges and agrees that it (i) has made its own inquiry and investigation into, and, based thereon and on the representations and warranties set forth in Section 2 and Section 3, has formed an independent judgment concerning, the Acquired Companies, the Acquired Companies’ business, the Company Equity Interests, or the Subsidiary Equity Interests and (ii) has conducted such investigations of the Acquired Companies, the Acquired Companies’ business, the Company Equity Interests, or the Subsidiary Equity Interests as the Purchaser deems necessary to satisfy itself as to the operations and conditions thereof, and has relied, and will continue to rely, solely on such investigations and inquiries, and the express representations and warranties of the Sellers and the Company set forth in Section 2 and Section 3, respectively. The Purchaser further acknowledges and agrees that it will not at any time assert any claim against the Sellers, the Seller Representative, or any of the Sellers’ or Seller Representative’s respective present and former Affiliates or Representatives, or attempt to hold any of such Persons liable, for any inaccuracies, misstatements, or omissions with respect to the information furnished by such Persons concerning the Sellers, the Seller Representative, the Acquired Companies, the Acquired Companies’ business, the Company Equity Interests, or the Subsidiary Equity Interests, other than any inaccuracies or misstatements in the representations and warranties expressly set forth in Section 2 and Section 3 (subject to the terms, conditions, limitations, and expiration set forth in Section 9).

(c) The representations and warranties by the Sellers and the Company expressly set forth in Section 2 and Section 3 constitute the sole and exclusive representations and warranties of any kind of the Sellers or the Company in connection with the transactions contemplated hereby, and the Sellers and the Company hereby disclaim, and the Purchaser and their respective Affiliates hereby waive, all other representations and warranties of any kind or nature expressed or implied in connection with the transactions contemplated hereby. The Purchaser acknowledges that the Purchase Price has been negotiated based upon the Purchaser’s express agreement that the Purchaser will acquire the Acquired Companies, and its business, properties, assets, and liabilities without any representation or warranty of any kind, express or implied, except such representations and warranties expressly set forth in Section 2 and Section 3. Further, without limiting any representation, warranty or covenant of the Sellers or the Company expressly set forth in Section 2 and Section 3, respectively, and subject to satisfaction of the conditions set forth in Section 6.1, the Purchaser acknowledges that any further due diligence reviews, inspections, or examinations with respect to the Acquired Companies, the Company Equity Interests, or the Subsidiary Equity Interests, including with respect to engineering, environmental, title, survey, financial, operational, regulatory, and legal compliance matters, is not a Purchaser’s condition to Closing.

(d) Nothing contained in this Section 5.13 or any other provision in this Agreement shall impact or limit that ability of the Purchaser to assert and pursue a claim based on Fraud.

5.14 Seller Release. For and in consideration of the Purchase Price to be received by the Sellers under this Agreement, from and after the Closing, each Seller hereby releases, acquits, and forever discharges the Acquired Companies (each a “ Released Party ”), of and from any and all manner of action or actions, cause or causes of action, demands, rights, damages, debts, dues, sums of money, accounts, reckonings, costs, expenses, responsibilities, covenants, contracts, controversies, agreements, and Claims whatsoever, whether known or unknown, of every name and nature, both in law and in equity (each a “ Released Claim ”), which such Seller or its successors or assigns (each a “ Releasor Party ”) ever had, now has, or hereafter may have or will have against any Released Party, in each case, arising out of any matters, causes, acts, conduct, claims, circumstances, or events occurring or failing to occur or conditions existing, prior to the time the Closing becomes effective. Notwithstanding the foregoing, the following are expressly excluded from “Released Claims” and no Releasor Party is obligated to release such Releasor Party’s rights: (i) under the Transaction Documents or any other agreement entered into with the Purchaser or an Affiliate of the Purchaser, (ii) with respect to any Releasor Party that is an employee or manager of any Acquired Company, (1) for any compensation or benefit for services rendered to any Acquired Company that remain unpaid or unawarded (including rights to payment for salary, bonuses, commissions, and vacation pay, earned and unpaid as of the date hereof and any claim for accrued, vested benefits under any tax qualified retirement plan or employee welfare benefit plan of an Acquired Company in accordance with plan terms and applicable law), (2) under any agreement entered into with any Acquired Company in connection with such Releasor Party’s employment with or service for any Acquired Company, (3) for any rights to indemnification or advancement of expenses that such Releasor Party has under the terms of the Charter and Governing Documents of, or any Contract with, any Acquired Company, or (4) claims for reimbursement of reasonable out of pocket business expenses incurred in compliance with the applicable policies of the Acquired Companies, and (iii) under any insurance policies of any Acquired Company.

5.15 Retention and Access to Records. The Sellers and the Seller Representative will have the right to retain copies of all books and records of the Acquired Companies relating to periods ending on or prior to the Closing Date. For a period of six (6) years following the Closing Date, the Purchaser will cause the Acquired Companies to maintain all books and records of the Acquired Companies relating to periods ending on or prior to the Closing Date and will make them, and any individuals responsible for maintenance of such books and records, available to the Sellers and the Seller Representative upon reasonable notice during normal business hours. If at any time after the Closing, the Sellers or the Seller Representative require a copy of any such book or record, they will have the right to promptly obtain a copy thereof from the Acquired Companies at the Sellers’ expense.

5.16 Financing Covenant.

(a) Subject to the terms and conditions of this Agreement, Purchaser shall use its Reasonable Best Efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or advisable to arrange and obtain the Debt Financing as promptly as practicable (in each case, taking into account the Inside Date) and, in any event, not later than the

Closing Date, on terms and conditions not less favorable to Purchaser (taken as a whole) as those described in the Debt Commitment Letter (including any “market flex” provisions contained in the Fee Letters) and shall not permit any amendment, supplement or modification to be made to, or any waiver of any provision or remedy under, the Debt Commitment Letter (including any replacement of all or any portion of any facilities or commitments thereof described therein), without the Seller Representative’s consent, if and to the extent such amendment, supplement, modification, replacement or waiver (i) reduces the aggregate amount of the Debt Financing (including by changing the amount of fees to be paid or original issue discount except by operation of the “market flex” provisions contained in the Fee Letters) such that Purchaser would not have sufficient cash proceeds to consummate the payment of the Required Amounts, (ii) imposes new or additional conditions or otherwise materially expands, amends or modifies any of the conditions to the receipt of any portion of the Debt Financing which would materially delay or prevent the Closing or (iii) would or would reasonably be expected to (A) materially delay or prevent the Closing or (B) make the funding of the Debt Financing (or satisfaction of the conditions to obtaining the Financing) materially less likely to occur or (C) would or would reasonably be expected to adversely impact the ability of Purchaser to enforce its rights against other parties to the Debt Commitment Letter or the Definitive Agreements (as defined below), in any material respect. Notwithstanding the foregoing, Purchaser may amend, supplement or modify the Debt Commitment Letter as in effect at the date of this Agreement to add or replace lenders, lead arrangers, bookrunners, syndication agents, purchasers or similar entities who had not executed the Debt Commitment Letter as of the date of this Agreement and Purchaser may pursue any Equity Financing for the purpose of funding any portion of the Purchase Price. For purposes of this Agreement (other than with respect to any representations made by Purchaser), (x) the terms “Debt Financing,” “Equity Financing” and “Financing” shall be deemed to include the financing contemplated by the applicable Financing Commitments as may be amended, supplemented, modified, replaced or waived pursuant to this Section 5.16 (including any Alternative Financing (as defined below)) and (y) the terms “Debt Commitment Letter” and “Financing Commitment” shall be deemed to include the applicable Financing Commitments as may be amended, supplemented, modified, replaced or waived pursuant to this Section 5.16, and any commitment letters with respect to any Alternative Financing and any related Fee Letters.

(b) Purchaser shall use its Reasonable Best Efforts to (i) maintain in effect the Debt Commitment Letter pursuant to its terms (except for amendments, supplements, modifications, replacements or waivers not prohibited by this Section 5.16) until (A) the Transaction is consummated on the Closing Date or (B) the Definitive Agreements with respect to such Debt Commitment Letter is entered into, (ii) negotiate and enter into definitive agreements with respect to the Debt Financing on the respective terms and conditions (including any “market flex” provisions applicable thereto) contained in the Debt Commitment Letter and Fee Letters (“ Definitive Agreements ”) or other terms not less favorable to Purchaser (taken as a whole) than the respective terms and conditions (including any “market flex” provisions applicable thereto) contained in the Debt Commitment Letter and Fee Letters, (iii) satisfy on a timely basis or obtain the waiver of all conditions to funding in the Debt Commitment Letter that are within its control and consummate the Debt Financing at or prior to the Closing, (iv) consummate and cause the Financing Sources to consummate the Financing at or prior to the Closing Date, and (v) enforce its rights under the Debt Commitment Letter in the event of a breach by any party thereto.

(c) Without limiting the generality of the foregoing, Purchaser shall give the Company reasonably prompt notice: (i) of any material breach or default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any material breach or default) by any party to the Debt Commitment Letter or any respective Definitive Agreement of which they become aware; (ii) of the receipt of any written notice or other written communication from any Financing Source with respect to any actual or threatened breach, default, termination or repudiation by any party to the Debt Commitment Letter or any Definitive Agreement or any provisions thereof and (iii) if for any reason Purchaser believes in good faith that it will not be able to obtain the Debt Financing in a manner sufficient to consummate payment of the Required Amounts on the Closing Date. Purchaser shall keep the Sellers reasonably informed on a reasonable basis and in reasonable detail of the status of its efforts to arrange the Debt Financing and provide to the Company substantially final copies of all Definitive Agreements related to the Debt Financing (including copies of any amendment to or modification of the Debt Commitment Letter or Fee Letters (other than with respect to redacted fees, fee amounts, pricing terms and pricing caps and other economic terms and “market flex,” but which redacted information does not directly affect to the conditionality of the Debt Financing or reduce the amount below the Required Amounts)).

(d) During the Interim Period, in the event any portion of the Debt Financing becomes unavailable in an amount necessary to fund the Required Amounts (after giving effect to all sources of funds then available to the Purchaser), Purchaser shall promptly notify the Seller Representative in writing and Purchaser shall use its Reasonable Best Efforts to, as promptly as practicable following the occurrence of such event, take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to arrange and obtain alternative financing from the same or alternative sources in an aggregate amount, together with other portions of the financing that remain available to Purchaser, sufficient to consummate the payment of the Required Amounts (such alternative financing, the “ Alternative Financing ”), on conditions that would not reasonably be expected to prevent, materially impair or materially delay the consummation of such Alternative Financing or the transactions contemplated by this Agreement or by the other Transaction Documents or be materially less favorable to the Company; it being agreed that the Purchaser shall not be required to, with respect to Debt Financing, (1) pay any fees or expenses in excess of those contemplated by the Debt Commitment Letter (including any “market flex” provisions set forth in the Fee Letter) as of the date hereof or (2) agree to economic terms that are less favorable (including any “market flex” provisions set forth in the Fee Letter) than those contemplated by the Debt Commitment Letter as of the date hereof. Purchaser shall reasonably promptly deliver to the Company true and complete copies of all agreements pursuant to which any such Alternative Financing shall be made available to Purchaser (provided, that the existence and/or amount of fees, pricing terms and pricing caps and other economic terms and “market flex” set forth in any such agreement may be redacted).

(e) Prior to the Closing Date, the Sellers and the Company shall use Reasonable Best Efforts to provide, and to instruct its and their respective Representatives to use Reasonable Best Efforts to provide, to Purchaser, at Purchaser’s sole expense, cooperation reasonably requested by Purchaser or the Financing Sources, to the extent permitted by applicable Law, in connection with the arrangement, syndication and consummation of the Financing, which Reasonable Best Efforts shall include:

(i) subject to the entry into of such confidentiality agreements, promptly furnish to Purchaser and the Financing Sources such customary reasonably available pertinent financial and other information as Purchaser or the Financing Sources shall reasonably request in order to consummate the Financing (including the Required Information and all information required by applicable Laws to be included in the prospectus of the Parent (the “ Prospectus ”) in connection with any Equity Financing);

(ii) provide customary reasonably available information about the Company to Purchaser promptly following reasonable request and reasonably assist in the preparation of the Prospectus, materials for rating agency presentations, bank information memoranda and similar marketing documents required in connection with the Financing (including providing customary authorization and representation letters);

(iii) cause the Acquired Companies to execute and deliver as of, and subject to the occurrence of, the Closing any guarantee, pledge and security documents, other definitive financing documents or other certificates or documents as may be reasonably requested by Purchaser and otherwise facilitate the pledging of collateral;

(iv) take all corporate actions, subject to the occurrence of the Closing, reasonably requested by Purchaser that are necessary to permit the consummation of the Financing;

(v) if reasonably requested in writing at least ten (10) Business Days prior to Closing, at least three (3) Business Days prior to the Closing Date, provide all documentation and other information about the Company as is required by applicable “know your customer”, “beneficial ownership” and anti-money laundering rules and regulations, including the USA PATRIOT Act;

(vi) having management participate at reasonable times and upon reasonable advanced notice in a reasonable number of meetings and presentations (including customary one-on-one meetings between the Financing Sources and senior management of the Company) with prospective lenders and investors, and sessions with the rating agencies contemplated by the Financing Commitments;

(vii) having management and the Company’s auditor participate at reasonable times and upon reasonable advanced notice in a reasonable number of due diligence sessions in connection with any Equity Financing;

(viii) obtaining any necessary: (i) consents from the Company’s auditor to the use of its audit report in the Prospectus in connection with any Equity Financing and to the identification of the Company’s auditor in the Prospectus; and (ii) comfort letters or other communications reasonably requested from the Company’s auditor by the Parent or Financing Sources in connection with any Equity Financing;

(ix) ensuring that any information provided by the Company for use in the Prospectus will not include any material misrepresentation (and the Company shall promptly notify the Parent if at any time before the Closing Date it becomes aware that the Prospectus contains such a material misrepresentation);

(x) reasonably cooperate with the marketing efforts of Purchaser and the Financing Sources with respect to the Financing to the extent customarily needed in financings of the type contemplated by the Financing Commitment;

(xi) prior to the Closing Date, ensure that there are no competing issues, offerings, placements or arrangements of debt securities or commercial bank or other syndicated credit facilities by or on behalf of the Company announced, offered, placed or arranged (other than (i) the Debt Financing and any Alternative Financing and (ii) intercompany indebtedness, deferred purchase price obligations and indebtedness incurred in the Ordinary Course of Business), in each case, that could impair the primary syndication of the Debt Financing, without the consent of Purchaser; and

(xii) use Reasonable Best Efforts to obtain assistance from the Company’s independent accountants with respect to financial information customarily derived from the financial statements of the Company, as reasonably requested by Purchaser;

provided that such requested cooperation shall not unreasonably interfere with the ongoing normal business operations of the Sellers or the Company; provided, further, that in no event shall the Sellers or the Company or their respective Representatives be required in connection with the cooperation contemplated by this Section 5.16(e) to bear any cost or expense, pay any fee, enter into any definitive agreement or incur any other liability in connection with the Financing prior to the Closing, except to the extent such costs or expenses relate to the preparation of historical financial information in the Ordinary Course of Business of the Company or to the extent such costs or expenses are required to be reimbursed by Purchaser. Further, such assistance shall not include any actions that Sellers reasonably believe could be expected to (A) result in violation of any confidentiality arrangement or material agreement (not entered into in contemplation thereof) or the loss of any legal or other applicable privilege, (B) cause Sellers or the Company or any of their respective employees, directors, officers or managers to incur any actual or potential liability (except pursuant to authorization and representation letters or to the extent required to be reimbursed pursuant to the following paragraph) in connection with the arranging, marketing or syndication of the Financing or such assistance (except in the case of the Company, any such liability after the Closing), or (C) cause any condition to the Closing set forth in this Agreement to fail to be satisfied or otherwise cause any breach of this Agreement that would provide the Purchaser the right to terminate this Agreement or seek indemnity under the terms hereof (unless, in each case, waived by the Purchaser and the Financing Sources). Nothing in this Agreement shall require any cooperation to the extent that it would require Sellers or the Company or any of their respective employees, directors, officers or managers to (A) pay or agree to pay any commitment or other fees or pay, incur or reimburse any expenses prior to the Closing Date (except pursuant to authorization and representation letters or to the extent required to be reimbursed pursuant to the following paragraph) or (B) approve the execution or delivery of any document, certificate, resolution or consent in connection with the Financing that is not contingent upon the Closing.

Purchaser shall promptly, upon request by the Seller Representative, reimburse the Sellers and the Company for all reasonable and documented costs and expenses (including reasonable attorneys’ fees and expenses and all fees and expenses to be paid to Deloitte in connection with the preparation of reviewed financial statements of the Acquired Companies on a consolidated basis

for the 3 month period ended on March 31, 2021) incurred by them and their respective Representatives in connection with the cooperation contemplated by this Section 5.16, and shall indemnify and hold harmless the Sellers and the Company and their respective Representatives from and against any and all Damages suffered or incurred by any of them in connection with the arrangement of the Financing and any information used in connection therewith, in each case other than to the extent any of the foregoing arises from the willful breach of covenants by the Sellers and/or the Company or Fraud.

(f) The Sellers and the Company hereby consent to the use of the Company’s logos solely in connection with the Financing; provided that such logos are used solely in a manner that does not, and is not intended or reasonably likely to, harm or disparage any Seller’s or the Company’s reputation or goodwill and will comply with the Company’s usage requirements.

(g) Notwithstanding anything to the contrary contained in this Agreement, Purchaser acknowledges and agrees that the obtaining of the Financing or the Alternative Financing is not a condition to the Closing and reaffirms its obligation to consummate the transactions contemplated by this Agreement irrespective and independently of the availability of the Financing or the Alternative Financing.

(h) Notwithstanding the foregoing or anything herein to the contrary, the obligations of the Sellers and the Company set forth in Section 5.3 and this Section 5.16 are the sole obligations of the Sellers and the Company with respect to the Financing and such obligations shall not be used as a basis for any claim of any breach by Sellers or the Company, except in the case of a willful or intentional breach of covenant.

6. CLOSING CONDITIONS .

6.1 Conditions to Purchaser’s Obligations. The obligations of the Purchaser to consummate the transactions contemplated hereunder are subject to the satisfaction or waiver of each of the following conditions on or prior to the Closing Date:

(a) Representations and Warranties. (i) The representations and warranties of the Sellers and the Company set forth in Sections 2.1 (Organization), 2.2 (Authorization), 2.3 (Title to Transferred Equity Interests), 2.4 (Brokers), 3.1 (Organization), 3.2 (Authorization; Corporate Documentation), 3.3 (Capitalization of the Company) and 3.25 (Brokers) will be true and correct as of the Closing Date, (ii) the representations and warranties set forth in Section 3.16 (Tax Matters) will be true and correct in all material respects as of the Closing Date, and (iii) except where all such failures to be so true and correct do not constitute a Material Adverse Effect, all of the other representations and warranties of the Sellers and the Company contained in Section 2 and Section 3 of this Agreement (as qualified by the Disclosure Schedules) will be true and correct as of the Closing Date; provided that in each of (i) – (iii) those representations and warranties that are specifically made as of a particular date will be so true and correct as of such date.

(b) Compliance with Covenants. All of covenants to be complied with and performed by the Sellers, the Acquired Companies on or before the Closing Date will have been duly complied with and performed in all material respects.

(c) Closing Deliverables. On or prior to the Closing Date, the Company or the Seller Representative will have delivered or caused to be delivered (or be in a position to deliver or cause to be delivered) to the Purchaser the duly executed Closing deliverables, as specified in Section 7.1, provided, however, that the Purchaser may not allege non-compliance with this condition to the extent the Purchaser breached its cooperation covenants in Section 5.8.

(d) Consents, Approvals and Waivers. The parties will have received any material Consents or Permits of any Governmental Authority required in order for the parties to consummate the transactions contemplated hereby and identified on Schedule 6.1(d) (the “ Required Consents ”).

(e) Absence of Litigation. As of the Closing, no Law will have been adopted, promulgated, entered, enforced, or issued by any Governmental Authority, nor will any Claim be pending before any court, Governmental Authority, or arbitrator, which, if successful, would enjoin, restrain, or prohibit the consummation of the transactions contemplated by this Agreement or any other Transaction Document; provided, however, that this condition may not be invoked by the Purchaser if any such Claim was initiated by or at the direction of the Purchaser.

(f) No Material Adverse Effect. There will have been no Material Adverse Effect with respect to the Acquired Companies during the Interim Period, which Material Adverse Effect has not been cured or is not capable of being cured.

(g) Restructuring. The Restructuring will have been completed.

(h) Site Visits. The Purchaser shall have completed in-person visits to all manufacturing and distribution locations.

(i) R&W Insurance Policy. The R&W Insurance Provider (which may be via email) confirms that the R&W Insurance Policy has been issued to the Purchaser.

6.2 Conditions to the Company’s and the Sellers’ Obligations. The obligations of the Company, the Sellers and the Seller Representative to consummate this Agreement and the Closing of the transactions contemplated hereunder are subject to the satisfaction or waiver of each of the following conditions on or prior to the Closing Date:

(a) Representations and Warranties. All of the representations and warranties of the Purchaser contained in Section 4 of this Agreement will be true and correct in all material respects as of the Closing Date; provided that those representations and warranties that are specifically made as of a particular calendar date will be so true and correct as of such date.

(b) Compliance with Covenants. All of the covenants to be complied with or performed by the Purchaser on or before the Closing Date will have been duly complied with and performed in all material respects.

(c) Closing Deliverables. On the Closing Date, the Purchaser will have delivered or caused to be delivered (or be in a position to deliver or cause to be delivered) to the Company, the Seller Representative, or other applicable third parties, duly executed Closing deliverables, as specified in Section 7.2; provided, however, that the Company may not allege non-

compliance with this condition to the extent the Company breached its cooperation covenants in Section 5.8.

(d) Consents, Approvals, and Waivers. The parties will have received the

Required Consents.

(e) Absence of Litigation. As of the Closing, no Law will have been adopted, promulgated, entered, enforced, or issued by any Governmental Authority, nor will any Claim be pending before any court, Governmental Authority, or arbitrator, which, if successful, would enjoin, restrain, or prohibit the consummation of the transactions contemplated by this Agreement or any other Transaction Document; provided, however, that this condition may not be invoked by the Company if any such Claim was initiated by or at the direction of the Company.

6.3 Frustration of Closing Conditions. No party may rely on the failure of any party to satisfy a condition set forth in Section 6.1 or Section 6.2, as the case may be, to be satisfied if such failure was caused by such party’s breach of any provision of this Agreement.

7. CLOSING DELIVERABLES .

7.1 Closing Documents to be Delivered by the Company and the Seller Representative. At the Closing, the Company and/or the Seller Representative, as appropriate, will deliver or cause to be delivered to the Purchaser:

(a) a certificate dated as of the Closing Date and signed by the Company’s secretary (or equivalent) certifying and attaching (i) a copy of the resolutions of the Company’s members authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby and (ii) a copy of the Charter and Governing Documents of the Company;

(b) a certificate executed by the Company attesting that the conditions set forth in Sections 6.1(a), 6.1(b) and 6.1(f) hereof have been satisfied or indicating with specificity any respects in which those conditions have not been complied with;

(c) the Escrow Agreement executed by the Seller Representative, together with any required deliverables by the Escrow Agent;

(d) payoff letters and evidence of the release of all Liens (other than Permitted Liens) with respect to any Indebtedness that is being paid off at Closing, including the Liens listed on Schedule 7.1(d), in form and substance reasonably satisfactory to the Purchaser;

(e) resignations effective immediately following the Closing of the officers of the Acquired Companies set forth on Schedule 7.1(e);

(f) certificates from the state of formation for each Acquired Company, dated no earlier than fifteen (15) days prior to the Closing Date, as to the good standing (or similar status) of such Acquired Company in such jurisdiction;

(g) the Required Consents;

(h) the Redemption Agreements executed by the parties to such agreements;
(i) a Form W-9 executed by each Seller;
(j) non-solicitation and confidentiality agreements in the form attached hereto
as Exhibit E from the Persons set forth on Schedule 7.1(j);

(k) a limited guaranty in the form attached hereto as Exhibit F from Blue Wolf Capital Fund III, LP; and

(l) evidence of termination of the Management Services Agreement, dated December 1, 2016, by and between Blue Wolf Capital Partners LLC, a Delaware limited liability company, Direct Seller, and Novo Building Products, LLC (as successor in interest to BW Empire Holdings, LLC and NACS USA Inc.), and the subsidiaries of Novo Building Products, LLC listed on the signature pages thereto.

7.2 Closing Documents to be Delivered by the Purchaser. At the Closing, the Purchaser will deliver to the Company and the Seller Representative:

(a) the Closing Purchase Price as provided in Section 1.1 hereof;

(b) a certificate dated as of the Closing Date and signed by the Purchaser’s secretary (or equivalent) certifying and attaching: (i) copies of resolutions of the Purchaser’s board of directors (or other governing body) authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby and (ii) copies of the Charter and Governing Documents of the Purchaser;

(c) a certificate executed by the Purchaser attesting the conditions set forth in Section 6.2(a) and 6.2(b) hereof have been satisfied or indicating with specificity any respects in which those conditions have not been satisfied, in a form reasonably satisfactory to the Seller Representative;

(d) the Escrow Agreement executed by the Purchaser and the Escrow Agent;

(e) confirmation from the Tail Policy Provider (which may be via email) that the Tail Policy will be fully bound as of Closing; and

(f) confirmation from the R&W Insurance Provider (which may be via email) that the R&W Insurance Policy will be fully bound as of Closing.

7.3 Other Closing Documents. The parties will execute such other documents and instruments as any of the other parties may be reasonably request that are necessary for the implementation and consummation of this Agreement and the transactions contemplated hereby.

8. TERMINATION

8.1 Termination. Notwithstanding anything in this Agreement to the contrary, this Agreement may be terminated at any time prior to the Closing Date only as follows:

(a) by mutual written agreement of the Company, the Seller Representative, and the Purchaser;

(b) by the Seller Representative and the Company if the Closing has not occurred on or before August 23, 2021 (the “ End Date ”); provided, that such failure is not due to a failure of the Company or the Sellers to perform in any material respects any of their respective material obligations under this Agreement;

(c) by the Purchaser, if the Closing has not occurred on or before the End Date, provided that such failure is not due to a failure in any material respects of the Purchaser to perform any of its material obligations under this Agreement;

(d) by the Seller Representative and the Company, if the Purchaser has committed a material breach of any provision of this Agreement, which breach (i) would result in a failure of a condition set forth in Section 6.2 and (ii) such breach is not capable of being cured or, if capable of being cured, has not been cured prior to the earlier of (A) ten (10) days following notice of such breach and (B) the End Date;

(e) by the Purchaser, if any of the Sellers or the Company have committed a material breach of any provision of this Agreement, which breach (i) would result in a failure of a condition set forth in Section 6.1, and (ii) such breach is not capable of being cured or, if capable of being cured, has not been cured prior to the earlier of (A) ten (10) days following notice of such breach and (B) the End Date;

(f) by either the Purchaser, on the one hand, or the Seller Representative, on the other hand, if an Order, statute, law, ordinance, regulation, decree, ruling, judgment, injunction, or other action has been entered by any Governmental Authority of competent jurisdiction permanently restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement and such Order, decree, ruling, judgment, or injunction has become final and non-appealable; and

(g) Notwithstanding anything in this Agreement to the contrary, by either the Company and the Seller Representative or the Purchaser, without cause or reason and without regard to any default or breach hereunder, if the Closing has not occurred by September 6, 2021 so long as the terminating party has not committed Fraud in connection with this Agreement or any willful and material breach of any cooperation covenant set forth in Section 5.8.

8.2 Effect of Termination. If this Agreement is validly terminated as provided in Section 8.1, all further obligations under this Agreement will terminate and no party hereto will have any liability in respect of the termination of this Agreement; provided, however, that (a) the confidentiality obligations of the Purchaser, the Sellers, the Seller Representative, and the Company described in Section 5.5 will survive any such termination and (b) this Section 8.2, 11 through 21, 22(a), 23, 24, 25, any applicable definitions set forth in Section 27, will survive any such termination, and (c) no such termination will relieve any party from liability for Fraud in connection with this Agreement or for any willful and material breach of any covenant or agreement set forth in this Agreement prior to such termination, and in the event of such Fraud or such willful and material breach, the parties will be entitled to exercise any and all remedies available under law or equity in accordance with this Agreement. Nothing in this Section 8.2 will

relieve or release: (i) any party hereto of any liability or damages arising out of such party’s willful breach of covenants or Fraudulent breach of representations and warranties or (ii) the Purchaser of any liability or damages arising out of a failure to obtain the Financing or the Alternative Financing.

9. REMEDIES

9.1 Survival; Exclusive Remedy; R&W Insurance Policy.

(a) All representations and warranties of the Acquired Companies, and the Sellers and any certificate delivered pursuant to this Agreement with respect to such representations and warranties (collectively, the “ Sellers’ Representations ”), including those certificates required by Sections 7.1(a) and 7.1(b), and all pre-Closing covenants of the Acquired Companies and the Sellers (collectively, the “ Pre-Closing Covenants ”) will terminate upon, and will not survive, the Closing, and none of the Sellers, nor any of their respective Affiliates, nor any of their respective directors, managers, officers, employees, equity holders, partners, members, trustees, beneficiaries, or Representatives will have any liability whatsoever with respect to any Sellers’ Representations or Pre-Closing Covenants and no claim for breach of any of the Sellers’ Representations or Pre-Closing Covenants or any claim for detrimental reliance or other right or remedy (whether in contract, in tort or at law or in equity) may be brought after the Closing with respect to the Sellers’ Representations or Pre-Closing Covenants against the Sellers, nor any of their respective Affiliates, nor any of their respective directors, managers, officers, employees, equity holders, partners, members, trustees, beneficiaries, or Representatives. Recovery by the Purchaser and its Representatives in respect of all losses arising or resulting from or related to a breach of the Sellers’ Representations will be limited to the R&W Insurance Policy except in cases of Fraud; provided that in the case of Fraud, to the extent that the limit of liability under the R&W Insurance Policy has not been exhausted, the Purchaser will first seek recovery under and exhaust the R&W Insurance Policy before seeking recovery from the Sellers.

(b) For the avoidance of doubt, the absence of coverage under the R&W Insurance Policy for any reason, including due to exclusions from coverage thereunder or the failure of the R&W Insurance Policy to be in full force and effect for any reason, will not expand, alter, amend, change, or otherwise affect the Sellers’ or their respective Affiliates’ or any of their respective Representatives’ or any of their respective successors and assigns’ liability under this Agreement with respect to any of the Sellers’ Representations.

(c) None of the covenants and agreements contained in this Agreement shall survive beyond the Closing except for those covenants and agreements set forth in this Agreement that by their terms contemplate performance in whole or in part after the Closing (including this Section 9).

(d) Nothing in this Section 9.1 shall limit or modify (or be deemed to limit or modify) the ability of Purchaser to make claims or recover under the R&W Insurance Policy.

9.2 Indemnification by Sellers.

(a) From and after the Closing, each Seller, on a joint and several basis, shall indemnify, defend and hold harmless Purchaser, the Company (after the Closing) and their

respective Representatives and Affiliates (collectively, the “ Purchaser Indemnified Persons ”) for, and will pay to the Purchaser Indemnified Persons the amount of, all Damages, arising, directly or indirectly, from or in connection with (i) (A) any Taxes of any Acquired Company or any predecessor of any Acquired Company for the Pre-Closing Tax Period for the fiscal year ended January 2, 2021 or for the portion of any Straddle Period ending on the Closing Date (as determined pursuant to Section 10.3(d)(iv)), including any Taxes imposed due to the Restructuring and any Taxes resulting from the restructuring of the Acquired Companies described in the Project Kill Company documentation including but not limited to understated proceeds of disposition or overstated tax basis or other attributes used in the computation of the Section 336 of the Code gain that results from the Project Kill Company transaction described in the Project Kill Company documentation in file 11.3 of the Data Room and (B) any Taxes of any Acquired Company or any predecessor of any Acquired Company for the Pre-Closing Tax Period from and before any fiscal year before the fiscal year ended January 2, 2021; provided, however, that this clause (i) shall not include any Taxes arising as a result of transactions outside the Ordinary Course of Business after the Closing on the Closing Date, and (ii) the matters set forth on Schedule 9.2(a)(ii).

(b) Anything to the contrary in this Agreement notwithstanding:

(i) With respect to claims under Section 9.2(a)(i) or any claim based on Fraud, the Purchaser Indemnified Persons shall file a claim for, and shall use their Reasonable Best Efforts to collect, any Damages under the R&W Insurance Policy (unless such claim is expressly excluded from coverage under the R&W Insurance Policy) until the Purchaser Indemnified Persons have recovered (a) all such Damages or (b) all amounts recoverable under the R&W Insurance Policy.

(ii) With respect to claims under Section 9.2(a)(i)(A), to the extent that the Purchaser Indemnified Persons have not recovered from the R&W Insurance Policy all such Damages to which such Purchaser Indemnified Persons are entitled arising from such claim, the Seller’s Representative shall cause the Sellers to directly pay (in cash) to Purchaser (or as otherwise directed by Purchaser) the remaining amount of such Damages, including 100% of the retention amount under the R&W Insurance Policy applicable to such claims.

(iii) With respect to claims under Section 9.2(a)(i)(B):

(A) subject to Section 9.2(b)(iii)(B), recovery under the R&W Insurance Policy constitutes the sole and exclusive remedy of the Purchaser Indemnified Persons for any such claim; and

(B) if (i) a Purchaser Indemnified Person has sought to recover Damages in respect such claim under the R&W Insurance Policy, (ii) the R&W Insurance Provider has delivered written notice that such Damages erode the retention under the R&W Insurance Policy and (iii) the R&W Insurance Provider has declined to pay to the Purchaser Indemnified Person the amount of such Damages solely on the basis that such Damages are not in excess of the retention under the R&W Insurance Policy (each such loss, a “ Qualifying Loss ”), then the Purchaser Indemnified Persons will be entitled to recover from Sellers, on a joint and several basis, an amount

equal to 50% of all Qualifying Losses. For avoidance of doubt, the Sellers’ aggregate liability under this Section 9.2(b)(iii)(B) shall not exceed an amount equal to 50% of the retention amount of the R&W Insurance Policy.

(iv) With respect to claims under Item 2 on Schedule 9.2(a)(ii) the Purchaser Indemnified Persons shall have no claim to be indemnified, defended or held harmless for any such claim: (x) unless such Purchaser Indemnified Person provides notice of such claim in accordance with the other provisions of this Section 9 on or prior to the date that is three (3) years after the Closing Date and (y) unless and until the total amount of all Damages for which the Sellers are liable to the Purchaser Indemnified Persons for all such claims exceeds an aggregate of Three Million Dollars ($3,000,000) (the “ Basket ”), provided that the Basket shall be reduced by the amount of any and all claims that erode the retention amount under the R&W Insurance Policy.

(v) The aggregate liability of the Sellers under this Agreement for claims under Section 9.2(a) (exclusive of any recovery by the Purchaser Indemnified Persons under the R&W Insurance Policy) shall not exceed an amount equal to the Purchase Price (the “ Cap ”).

(vi) The limitations on liability set forth above in this Section 9.2(b) shall not apply to any claims (or Damages) arising out of or relating to Fraud.

(c) The amount of Damages to which a Purchaser Indemnified Person shall be entitled under this Section 9.2 shall be determined (i) by written agreement among Seller Representative and Purchaser, (ii) by a final order, or (iii) by any other means as to which Seller Representative and Purchaser shall agree in writing. Within ten (10) Business Days of the determination pursuant to this Section 9.2(c) of the amount of Damages with respect to which any Purchaser Indemnified Person is entitled to indemnification with respect to any claim (or at such later other time as the Seller Representative shall agree), each Seller shall directly pay (in cash) to Purchaser (or as otherwise directed by Purchaser) its proportionate share of the amount of such Damages (subject to any applicable limitation set forth in this Section 9.2) remaining after the Purchaser Indemnified Persons seek recovery against the R&W Insurance Policy in accordance with Section 9.2(b)(i) if applicable.

9.3 Indemnification by Purchaser.

(a) From and after the Closing, Purchaser shall indemnify and hold harmless Sellers, their respective Affiliates, Representatives, successors and assigns (collectively, the “ Seller Indemnified Persons ”) from and against, and will reimburse the Seller Indemnified Persons for, all Damages suffered or incurred by the Seller Indemnified Persons arising, directly or indirectly, from or in connection with any breach or inaccuracy of any representation or warranty made by Purchaser contained in this Agreement, including the representations and warranties contained in Section 4, or in any certificate, schedule or exhibit delivered by Purchaser or pursuant to this Agreement (the “ Purchaser’s Representations ”).

(b) Anything to the contrary in this Agreement notwithstanding:

(i) With respect to claims under Section 9.3(a) for the breach of or inaccuracy in any Purchaser’s Representations (except Fundamental Representations):

(A) the Seller Indemnified Persons shall have no claim to be indemnified, defended or held harmless for any such claim unless and until the total amount of all Damages for which the Purchaser is liable to the Seller Indemnified Persons for all such claims exceeds the Basket; and

(B) total liability of Purchaser for its indemnification obligations under Section 9.3(a) for the breach of or inaccuracy in any Purchaser’s Representations (except Fundamental Representations) shall not exceed an amount equal to Thirty Million Dollars ($30,000,000).

(ii) With respect to claims under Section 9.3(a) with respect to Fundamental Representations:

(A) such claims shall not be subject to the Basket; and

(B) total liability of Purchaser for its indemnification obligations for such claims shall not exceed an amount equal to the Cap.

(c) Notwithstanding the foregoing, the limitations on liability set forth above in Section 9.3(b) (including the Basket and the Cap) shall not apply to any claims (or Damages) arising out of or relating to Fraud.

(d) The amount of Damages to which a Seller Indemnified Person shall be entitled under this Section 9.3 shall be determined (i) by written agreement among Seller Representative and Purchaser, (ii) by a final order, or (iii) by any other means as to which Seller Representative and Purchaser shall agree in writing. Within ten (10) Business Days of the determination pursuant to this Section 9.3(d) of the amount of Damages with respect to which any Seller Indemnified Person is entitled to indemnification with respect to any claim (or at such later other time as the Seller Indemnified Person shall agree), Purchaser shall pay to the Seller Indemnified Person an amount equal to the amount of such losses by wire transfer of immediately available funds to the bank account or accounts designated by the Seller Indemnified Person.

9.4 Procedure for Indemnification – Third Party Claims.

(a) Reasonably promptly, but in no event more than ten (10) days, after receipt by an indemnified party under Section 9.2 or Section 9.3 of notice of the commencement of any Claim against it by a third party (including a Governmental Authority) (a “ Third-Party Proceeding ”), such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement of such Third-Party Proceeding, any such written notice shall set forth in reasonable detail the facts giving rise to such Third-Party Proceeding, any other remedy sought thereunder and, to the extent known by the indemnified party, any other material details pertaining thereto. Subject to Section 9.1, the failure to timely notify the indemnifying party will not relieve the indemnifying party of any obligation that the indemnifying party may have to an indemnified party hereunder except to the extent that the defense of such Third-Party Proceeding was actually and materially prejudiced by

the indemnified party’s failure to provide timely notice of such information. The indemnified party and the indemnifying party shall cooperate with each other in all reasonable respects in connection with the defense of such Third-Party Proceeding, including but not limited to delivery to the indemnifying party of all notices and documents (including court papers) upon receipt thereof by the indemnified party; provided, that the indemnified party may withhold from the indemnifying party such communications with its legal counsel to the extent that legal counsel to the indemnified party advises that providing such communication will result in the loss of any attorney-client privilege or right under the work-product doctrine of the indemnified party in respect of such Third-Party Proceeding.

(b) If any Third-Party Proceeding is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Third-Party Proceeding, the indemnifying party will be entitled to participate in such Third-Party Proceeding and, to the extent that it wishes and subject to Section 9.4(c), to assume the defense of such Third-Party Proceeding with counsel of its choice reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Third-Party Proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 9 for any fees of other counsel or any other expenses with respect to the defense of such Third-Party Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Third-Party Proceeding. If notice is given to an indemnifying party of the commencement of any Third-Party Proceeding and the indemnifying party does not, within ten (10) days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense of such Third-Party Proceeding, the indemnifying party will be bound by any determination made in such Third-Party Proceeding or any compromise or settlement effected by the indemnified party. If an indemnifying party assumes the defense of a Third-Party Proceeding, no compromise or settlement of the underlying claims may be effected by the indemnifying party without the indemnified party’s consent (not to be unreasonably withheld, conditioned or delayed); provided, however, that the indemnified party will have the right to settle any such Third-Party Proceeding without the prior written consent of the indemnifying party if the indemnified party first waives any right to indemnity under this Agreement with respect to such Third-Party Proceeding.

(c) Notwithstanding the foregoing, if (i) an indemnified party is advised in writing by outside counsel chosen by it that there are one or more legal or equitable defenses available to the indemnified party that the indemnifying party cannot assert on behalf of the indemnified party (assuming the full cooperation of the indemnified party in asserting such defenses), (ii) such Third-Party Proceeding arises in connection with any criminal proceeding, action, indictment, criminal allegation or criminal investigation of the indemnified party or its Affiliates, (iii) such Third-Party Proceeding is brought by any Governmental Authority or related to any third-party payor or referral source, (iv) the assumption of defense of such Third-Party Proceeding by the indemnifying party is reasonably likely to cause any Purchaser Indemnified Person to lose coverage under the R&W Insurance Policy, (v) a Purchaser Indemnified Person or the R&W Insurance Provider is required to assume the defense of such Third-Party Proceeding under the R&W Insurance Policy, or (vi) such Third-Party Proceeding seeks an injunction or other equitable relief, then the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend such Third-Party Proceeding. If an indemnified party controls the defense of a Third-Party Proceeding, the indemnifying party may participate in such Third-Party

Proceeding with counsel of its own choice at its cost and the indemnified party will not settle such Third-Party Proceeding without the prior written consent of the indemnifying party (not to be unreasonably withheld, conditioned or delayed); provided, however, that the indemnified party will have the right to settle any such Third-Party Proceeding without the prior written consent of the indemnifying party if the indemnified party first waives any right to indemnity under this Agreement with respect to such Third-Party Proceeding.

9.5 Procedure for Indemnification – Other Claims. A claim for indemnification for any matter not involving a third-party claim (a “ Direct Claim ”) (which third-party claim is governed by Section 9.4) may be asserted by notice to the party from whom indemnification is sought, but in any event not later than thirty (30) days after the indemnified party becomes aware of such Direct Claim. The failure to give such prompt written notice will not, however, relieve the indemnifying party of its indemnification obligations, except and only to the extent that the indemnifying party forfeits rights or defenses or is otherwise prejudiced by reason of such failure. If the indemnifying party disputes such Direct Claim within such thirty (30)-day period or if the indemnifying party does not respond to such Direct Claim, the indemnifying party will be deemed to have rejected such Claim and the Seller Representative and the Purchaser will attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims, however, if the parties are unable to agree on the Direct Claim, the indemnified party will be free to pursue such remedies as may be available to the indemnified party pursuant to the terms.

9.6 Other Indemnification Covenants.

(a) Payments for indemnification pursuant to this Section 9 in respect of any Damages shall be limited to the amount of Damages that remains after deducting therefrom any insurance proceeds and any other indemnity, contribution or other similar payment actually received by any indemnified Person (or its Affiliates) in respect of any such claim (reduced by any costs or expenses incurred in collection of such amounts by the indemnified Person (or its Affiliates) and net of any increases in future premiums reasonably determined to result from such claim). Each indemnified Person shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Damages. In any case where any indemnified Person has recovered insurance proceeds in respect of any amount of Damages for which any indemnifying Person has actually indemnified such indemnified Person pursuant to this Section 9, such indemnified Person shall promptly pay over to the applicable indemnifying Person such insurance proceeds (reduced by any costs or expenses incurred in collection of such amounts by the indemnified Person (or its Affiliates) and net of any increases in future premiums reasonably determined to result from such claim), but not in excess of any amount previously paid by the indemnifying Person to or on behalf of the applicable indemnified Person in respect of such Damages.

(b) Each indemnified Person shall take, and cause its Affiliates to take, all commercially reasonable steps to mitigate any Damages upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto.

(c) The amount of any Damages subject to indemnification hereunder shall be calculated net of any Tax benefit arising from the incurrence or payment of such Damages to the extent such Tax benefit is actually realized by the indemnified Person or its Affiliates as a refund or reduction of Taxes with respect to the tax year that such Damages arise or the immediately

succeeding tax year. If any such refund or reduction in Taxes is realized after the date any payment is made to any indemnified Person with respect to any Damages under this Section 9, the indemnified Person shall reimburse the Person that made an indemnification payment hereunder an amount equal to such Tax benefit promptly after such Tax benefit is realized.

(d) Any Damages for which any indemnified party is entitled to indemnification under this Section 9 will be determined without duplication of recovery by reason of the state of facts giving rise to such Damages constitutes a breach of more than one representation, warranty, covenant, or agreement. The Purchaser Indemnified Persons will not be entitled to indemnification under this Section 9 with respect to any amount resulting in a claim to the extent (and only to the extent) that such amount was included in the Actual Net Working Capital pursuant to Section 1.4.

(e) The parties hereto agree that any payment made pursuant to this Section 9 shall be treated as an adjustment to the Purchase Price for income Tax purposes, unless contrary treatment is required by applicable Law and, if required by applicable Law, will work together to prepare and file amendments the Allocation Statement in accordance with the procedures set forth on Schedule 10.3(a) to reflect such adjustment to the Purchase Price.

(f) Notwithstanding any provision of this Agreement or otherwise, the parties to this Agreement agree on their own behalf and on behalf of their respective Subsidiaries and Affiliates that no Non-Recourse Party of a party to this Agreement will have any liability relating to this Agreement or any of the transactions set forth herein except to the extent agreed to in writing by such Non-Recourse Party.

(g) The parties hereto acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from post-Closing covenant breaches (except for any covenants contained in this Section 9), Fraud or willful misconduct with respect to a breach of covenant (except for any covenants contained in this Section 9), in each case on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation or warranty set forth herein or relating to the subject matter of Section 9.2(a), shall be pursuant to the indemnification provisions set forth in this Section 9; provided, however, that in addition to such indemnification, the parties may seek equitable remedies, including specific performance and injunctive relief pursuant to Section 11.

10. POST CLOSING MATTERS . Following the Closing Date, the parties agree as follows:

10.1 Cooperation. In case at any time after the Closing any further action is necessary 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 reasonably may request, all at the sole cost and expense of the requesting party.

10.2 Litigation Support. In the event and for so long as any party is actively contesting or defending against any Claim in connection with (a) any transaction contemplated under this Agreement or (b) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction that existed on or prior to the Closing Date involving an Acquired Company, each of the other parties will cooperate with such party and such party’s counsel in the contest or defense, make available their personnel, and

provide such testimony and access to their books and records as will be reasonably necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending party.

10.3 Tax Matters.

(a) Tax Characterization; Allocation of Purchase Price. The parties agree to treat the purchase of the Transferred Equity Interests as a transaction governed by IRS Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and, pursuant thereto, (x) with respect to the Sellers, the Sellers will be treated as selling their Transferred Equity Interests to the Purchaser in a taxable sale of partnership interests in exchange for the amounts paid in respect of such Transferred Equity Interests pursuant to this Agreement and (y) with respect to the Purchaser, (1) the Company shall be deemed to make a liquidating distribution of its assets to the Sellers and (2) the Purchaser shall be deemed to acquire, by taxable purchase all such Assets of the Company. For purposes of (X) determining the Purchaser’s initial tax basis in the assets of the Company immediately following the Closing and (Y) the portion of the gain or loss recognized by the Sellers upon the sale of their Transferred Equity Interests that is attributable to the Company’s “unrealized receivables” and “inventory items” (as such terms are defined in Section 751 of the Code), the Purchaser, the Sellers and the Seller Representative agree that the Purchase Price, plus any other amounts treated as an amount realized under U.S. federal income Tax Law (including, to the extent so treated, assumed liabilities), with respect to the Transferred Equity Interests, will be allocated in accordance with an allocation statement agreed to by the Purchaser and the Seller Representative in accordance the methodology set forth on Schedule 10.3(a) (the “ Allocation Statement ”). Neither the Purchaser nor the Sellers, nor any of their respective Affiliates, will take any Tax position on any Tax Return, audit, or otherwise that is inconsistent with the allocation set forth on the Allocation Statement, unless required otherwise by applicable Law.

(i) The Purchaser will prepare a draft Allocation Statement in accordance the methodology set forth on Schedule 10.3(a) and deliver the same to Seller Representative within sixty (60) days after the final determination of the Actual Net Working Capital. After receipt of the draft Allocation Statement, the Seller Representative will have thirty (30) days to review it. To the extent reasonably required to complete such review of the Closing Statement, the Purchaser will, upon written request, provide the Seller Representative with reasonable access during normal business hours to all working papers in the Purchaser’s or its Representatives’ possession or control to the extent related to the preparation of the Allocation Statement. The Seller Representative will deliver notice to the Purchaser on or prior to the thirtieth (30[th] ) day after receipt of the draft Allocation Statement specifying in reasonable detail all disputed items with respect to the Allocation Statement and the basis therefor. If the Seller Representative fails to deliver such notice in such thirty (30) day period, the Seller Representative will be deemed to have waived (for itself and on behalf of each Seller) its right to contest the Allocation Statement; provided that, to the extent that the Purchaser fails to provide the Seller Representative with such reasonably requested access, then such thirty (30) day period will be extended by one (1) day for each day required for the Purchaser to comply with such request. If the Seller Representative notifies the Purchaser of any objections to the Allocation Statement in such thirty (30) day (as tolled) period, the parties will, within thirty (30) days following the date of such notice (the “ Allocation Resolution Period ”), attempt to resolve their

differences and any written resolution by them as to any disputed amount will be final and binding for all purposes under this Agreement.

(ii) If at the conclusion of the Allocation Resolution Period the parties have not reached an agreement on any remaining objections with respect to the Allocation Statement, then either the Purchaser or the Seller Representative may require the dispute to be resolved by way of the Dispute Resolution Procedure (with the Neutral Auditor being required to follow the methodology set forth on Schedule 10.3(a) in resolving such dispute) by providing notice to the other party(ies) of such demand. The Allocation Statement that results from (A) the Seller Representative’s failure to timely deliver notice pursuant to Section 10.3(a)(i), (B) the agreement of the Seller Representative and the Purchaser in accordance with Section 10.3(a)(i), or (C) resulting from the determination made by the Neutral Auditor in accordance with the Dispute Resolution Procedure shall be the final and binding Allocation Statement.

(b) Cooperation on Tax Matters. After the Closing Date, the Sellers and the Seller Representative, on the one hand, and the Purchaser, on the other hand, will (and will cause their respective Affiliates to): (i) reasonably assist the other parties in preparing and filing any Tax Return with respect to any Tax period of any of the Acquired Companies commencing on or before the Closing Date; (ii) reasonably cooperate in connection with any audit of, or dispute with Taxing Authorities regarding, any Tax Return of the Acquired Companies relating to taxable periods commencing on or before the Closing Date; (iii) make available to the other party and to any Taxing Authority as reasonably requested all information, records, and documents relating to Taxes of the Acquired Companies; and (iv) provide timely notice to the other in writing of any notice it receives relating to any pending or threatened Tax audit or assessment of the Acquired Companies for taxable periods for which the other party may have liability and copies of all correspondence received from any Taxing Authority with respect to any such Tax audit or assessment.

(c) Transfer Taxes. All sales, use, gross receipts, transfer, value added, intangible, recordation, documentary stamp, or similar Taxes or charges (together with any interest thereon, penalties, fines, fees, additions to tax, or additional amounts with respect thereto) (“ Transfer Taxes ”) arising as a result of the transactions contemplated by this Agreement will be split and each half of the Transfer Taxes borne equally between the Sellers and the Purchaser. The party required by applicable Law to file any Tax Return and other documentation with respect to Transfer Taxes will (i) prepare and duly and timely file such Tax Return and other documentation, (ii) provide the other party with a true copy of each such Tax Return and other documentation as filed and evidence of the timely filing thereof, and (iii) permit the other party to review and comment on such Tax Return and other documentation prior to filing; provided that, if required by applicable Law, the other party will, and will cause its Affiliates to, join in the execution of any such Tax Returns and other documentation. The Purchaser and the Sellers will use their Reasonable Best Efforts to mitigate the Transfer Taxes to the extent such efforts do not impose any cost or other adverse effect on such party or any of its Affiliates.

(d) Tax Covenants.

(i) The parties agree that the Company’s tax year for Income Tax purposes will end on the Closing Date and that the Company will terminate for Income Tax

purposes on such date pursuant to Section 708(b)(1) of the Code. The Seller Representative will prepare or cause to be prepared and timely deliver to the Company any Flow-Through Tax Returns of the Company for all tax periods ending on or prior to the Closing Date (“ Pre-Closing Tax Periods ”) and the Company will timely file or cause to be timely filed such Flow-Through Tax Returns. To the extent any Taxes are payable at the time of the filing of the Flow-Through Tax Returns based on the information contained therein, Sellers agree (on a joint and several basis) to cause an amount equal to such Taxes to be paid to the Purchaser within five (5) days after delivery of such Flow-Through Tax Return to the Purchaser by wire transfer of immediately available funds to an account or accounts designated by the Purchaser in writing, provided, for the avoidance of doubt, that notwithstanding any such payment of such Taxes by the Sellers, the Purchaser Indemnified Persons shall file a claim for, and shall use their Reasonable Best Efforts to collect, the amount of any such Taxes and any Damages under the R&W Insurance Policy (unless such claim is expressly excluded from coverage under the R&W Insurance Policy) until the Purchaser Indemnified Persons have recovered (1) all such Damages or (2) all amounts recoverable under the R&W Insurance Policy and such claim against Sellers in respect of such Taxes shall be subject to the terms, conditions and limitations set forth in Section 9. To the extent permitted by Law, all applicable Transaction Tax Deductions will be claimed on the Flow-Through Tax Returns of the Company for the period ending on the Closing Date. The parties agree that 70% of any successbased fees that constitute Transaction Expenses paid by the Company in connection with the transactions contemplated hereby will be deducted under Rev. Proc. 2011-29 and claimed on the Flow-Through Tax Returns of the Company for the period ending on the Closing Date.

(ii) Seller Representative will also prepare or cause to be prepared, and the Company will timely file or cause to be filed, the final Income Tax Return for BW Empire Holdings, LLC (the “ Final Tax Year Return ”). Seller Representative will cause the Final Tax Year Return to be delivered to the Purchaser at least thirty (30) days prior to filing and will incorporate all reasonable comments received from the Purchaser at least five (5) days prior to the filing date into such Final Tax Year Return. To the extent any Taxes are payable at the time of the filing of the Final Tax Year Return based on the information contained therein, Sellers agree (on a joint and several basis) to cause an amount equal to such Taxes to be paid to the Purchaser within five (5) days after delivery of the Final Tax Year Return to the Purchaser by wire transfer of immediately available funds to an account or accounts designated by the Purchaser in writing provided, for the avoidance of doubt, that notwithstanding any such payment of such Taxes by the Sellers, the Purchaser Indemnified Persons shall file a claim for, and shall use their Reasonable Best Efforts to collect, the amount of any such Taxes and any Damages under the R&W Insurance Policy (unless such claim is expressly excluded from coverage under the R&W Insurance Policy) until the Purchaser Indemnified Persons have recovered (1) all such Damages or (2) all amounts recoverable under the R&W Insurance Policy and such claim against Sellers in respect of such Taxes shall be subject to the terms, conditions and limitations set forth in Section 9.

(iii) Purchaser shall prepare or cause to be prepared and file or cause to be filed all Tax Returns of the Acquired Companies for any Pre-Closing Tax Period other than those required to be prepared and filed by the Seller Representative pursuant to Section 10.3(d)(i) that are first due after the Closing Date and any Tax Returns of the Acquired Companies for any Tax period beginning on or before and ending after the Closing Date (a “ Straddle Period ”). If any Seller could be liable for any Taxes covered by such Tax Returns (including liability pursuant to Section 9.2), the Purchaser will cause such Tax Returns to be delivered to the Seller Representative

at least thirty (30) days prior to filing and will incorporate all reasonable comments received from the Seller Representative at least five (5) days prior to the filing date into such Tax Returns. Any Tax Returns required to be filed by the Purchaser pursuant to this Section 10.3(d)(ii) shall be prepared in a manner consistent with the Tax Returns of the Acquired Companies unless otherwise required by applicable Law. Notwithstanding anything herein to the contrary, the Seller Representative shall (i) cause the Company to make the election under Section 6226(a) of the Code with respect to the alternative to payment of any “imputed underpayment” by the Company and (ii) take any other action such as filings, disclosures and notifications necessary to effectuate such election.

(iv) For any Straddle Period, Taxes shall be attributable to the portion of such period ending on the Closing Date in an amount equal to: (A) in the case of any gross receipts, income, payroll, employment, withholding, sales, use, value added or similar Taxes, the portion of such Taxes allocable to the portion of the Straddle Period ending on or before the Closing Date, as determined on the basis of the deemed closing of the books and records of the Acquired Companies at the end of the Closing Date except that any income or receipts from transactions outside the Ordinary Course of Business after the Closing on the Closing Date shall be allocated to the portion of such Straddle Period commencing after the Closing Date; and (B) in the case of any Taxes other than those described in clause (A), the Taxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of days in the Straddle Period from the beginning of the Straddle Period through and including the Closing Date and the denominator of which is the number of days in the entire Straddle Period.

(v) Without the prior written consent of the Seller Representative (not to be unreasonably withheld, delayed, or conditioned), the Purchaser will not or permit any Acquired Company to (A) file a Tax Return or file an amended Tax Return, in either case with respect to any Pre-Closing Tax Period or Straddle Period (other than in accordance with Section 10.3(d)(ii)), (B) extend or waive, or cause to be extended or waived, any statute of limitations or other period for the assessment of any Tax or deficiency related to a Tax Return for a Pre-Closing Tax Period or Straddle Period, (C) make or change any Tax election or accounting method or practice with respect to, or that has retroactive effect to, any Tax Return for a Pre-Closing Tax Period or Straddle Period, or (D) make or initiate any voluntary contact with a Taxing Authority regarding any Pre-Closing Tax Period or Straddle Period in connection with any Tax for which any Seller or any of their direct or indirect owners or Affiliates or any prior owner of the Company (or any predecessor) could have liability (including liability under Section 9.2).

(e) Tax Contests. The Seller Representative will have the sole right to control and to represent the interests of the Company in any income Tax audit or administrative or court proceeding relating to any Flow-Through Tax Return for any Pre-Closing Tax Period, and to employ counsel of its choice at Sellers’ expense, if the results of such audit or proceeding could affect any Tax liability of Sellers, their direct or indirect owners, or their Affiliates for any period; provided, however, that the Purchaser will be entitled to participate at its own expense with respect to such audit or proceeding. Notwithstanding the foregoing, the Seller Representative will not be entitled to settle, either administratively or after the commencement of litigation, any claim it is entitled to control pursuant to this Section 10.3(e) that would adversely affect the liability for Taxes of the Purchaser or the Company for any period ending after the Closing Date, without the prior written consent of the Purchaser, which consent will not be unreasonably conditioned, withheld,

or delayed. The Purchaser will have the sole right to control and to represent the interests of any Acquired Company in any other Tax audit or administrative or court proceeding relating to any Acquired Company; provided, however, that the Seller Representative will be entitled to participate at the Sellers’ expense with respect to any such audit or proceeding relating to any PreClosing Tax Period or Straddle Period and the Purchaser will not be entitled to settle, either administratively or after the commencement of litigation, any claim it is entitled to control pursuant to this Section 10.3(e) that relates to a Pre-Closing Tax Period or any Straddle Period without the prior written consent of the Seller Representative, which consent shall not be unreasonably conditioned, withheld, or delayed. Notwithstanding anything in the foregoing, with respect to any audit or administrative or court proceeding relating to any Flow-Through Tax Return for any PreClosing Tax Period, the party in control of such proceeding shall make the election set forth in Section 6226 of the Code. The provisions of this Section 10.3(e), rather than those of Section 9.4, shall apply in the case of any Tax audit or administrative or court proceeding relating to any Acquired Company or Blocker Seller.

10.4 Delivery of R&W Insurance Policy and Tail Policy. Within five (5) Business Days following its receipt of the fully bound R&W Insurance Policy and the Tail Policy, the Purchaser will deliver a copy of such applicable policy to the Seller Representative.

11. SPECIFIC PERFORMANCE . Each of the Purchaser, the Sellers, the Seller Representative, and the Acquired Companies, acknowledge that the other parties may be irreparably harmed and that there may be no adequate remedy at law for any violation by any of them of any of the covenants or agreements contained in this Agreement. It is accordingly agreed that, in addition to, but not in lieu of, any other remedies that may be available upon the breach of any such covenants or agreements (including remedies under Section 9), each party will have the right to seek injunctive relief to restrain a breach or threatened breach of, or otherwise to seek specific performance of, the other parties’ covenants and agreements contained in this Agreement. Each party agrees that it will not oppose the granting of an injunction, specific performance, or other equitable relief on the basis that the party seeking such injunction, specific performance, or other equitable relief has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or equity. In the event that any party seeks an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the terms and provisions of this Agreement, such party will not be required to provide any bond or other security in connection with any such injunction or other order, decree, ruling, or judgment. Notwithstanding anything to the contrary contained in this Agreement, in no event shall the Company, the Sellers, any of their respective Representatives or any of their respective Affiliates be entitled to, or permitted to seek, specific performance in respect of any Financing Source, nor shall there be any right of the Company, the Sellers, any of their respective Representatives or any of their respective Affiliates to enforce specifically any of Purchaser’s or its Affiliates’ respective rights under the Debt Commitment Letter or any other agreements relating to the Debt Financing or any Financing Source.

12. PUBLIC STATEMENTS . (a) The Seller Representative and the Sellers (and prior to the Closing, the Acquired Companies), will not, without the prior written approval of the Purchaser, and (b) subject to the last sentence of this Section 12, the Purchaser (and following the Closing, the Acquired Companies), will not, without the prior written approval of the Seller Representative, (1) make any press release or other public announcement concerning the transactions contemplated

by this Agreement, except to the extent required by Law, in which case the other party will be so advised as far in advance as possible and will be given a reasonable opportunity to comment on such release or announcement (however, the failure of a party to provide comment shall not restrict the other party from timely disclosing information necessary to satisfy its legal requirements with respect to any Governmental Authority), or (2) disclose the Purchase Price, the approximate amount of the Purchase Price, any other financial information from which the approximate amount of the Purchase Price may be determined, or disclose any of the other essential terms of this Agreement and except as required by Law or required for financial reporting purposes and except that the parties (or their respective Affiliates) may disclose such terms to their respective employees, accountants, advisors, and other Representatives or their respective past, present, or prospective financing sources or other investors as necessary in connection with the ordinary conduct of their respective businesses (so long as such Persons agree to or are bound by contract to keep the terms of this Agreement confidential on terms substantially similar to those set forth in this Agreement that are applicable to the disclosing party hereunder). Notwithstanding anything else in this Agreement to the contrary, the Sellers and Acquired Companies acknowledge and agree that Parent may be required in connection with any Equity Financing or applicable public company disclosure obligations to (i) make a press release and other public statements concerning the transactions contemplated by this Agreement, including the amount of the Purchase Price, and (ii) publicly file this Agreement (which may be redacted) with the applicable Canadian securities regulatory authorities, provided that Parent shall provide a copy of any such disclosure to the Sellers for review and comment no less than 24 hours prior to the filing or disclosure thereof and shall reasonably consider any changes thereto requested by the Sellers.

13. EXPENSES . Except as expressly set forth herein, each party will bear its own legal and other fees and expenses incurred in connection with its negotiating, executing, and performing this Agreement and the other Transaction Documents, including any related investment banking, broker or finder’s fees with which any of them have contracted, for periods on or before the Closing Date. Notwithstanding anything to the contrary, the Purchaser will be responsible for one hundred percent (100%) of the R&W Insurance Expenses, the Tail Policy Expenses, the Escrow Agent fees, and the HSR Act related filing fees.

14. AMENDMENT AND ASSIGNABILITY . This Agreement may be amended only by the execution and delivery of a written instrument by or on behalf of (a) prior to the Closing, the Purchaser, the Company, and the Seller Representative, and (b) after the Closing, the Purchaser and the Seller Representative. This Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and permitted assigns. This Agreement may not be assigned by any party without the prior written consent of the other parties in their sole discretion; provided, that, Purchaser shall be permitted to assign its interest in this Agreement in connection with any Financing. Notwithstanding anything to the contrary contained herein, no amendment of any provision of this Agreement with respect to which the Financing Sources are expressly made third-party beneficiaries pursuant to Section 23 (or any other provision of this Agreement to the extent an amendment of such provision would modify the substance of any provision of this Agreement with respect to which the Financing Sources are expressly made third-party beneficiaries pursuant to Section 23) that is adverse in any respect to the Financing Sources shall be permitted without the prior written consent of the Financing Sources that are party to the Debt Commitment Letter.

15. NOTICES . All notices, requests, demands, waivers, consents, approvals, or other communications pertaining to this Agreement (“ Notices ”) must be in writing addressed as follows:

(a) if to the Company (prior to the Closing), to:

Novo Building Products, LLC

c/o Blue Wolf Capital One Liberty Plaza, 52nd Floor New York, NY 10006 Attention: Joshua Cherry-Seto, CFO & CCO E-mail: [email protected]

with a copy (which will not constitute notice but will be required for notice) to:

Holland & Knight LLP

1650 Tysons Boulevard Suite 1700 Tysons, Virginia 22102 Attention: Eric Wechselblatt and Valarie Ney E-Mail: [email protected] and [email protected]

(b) if to the Seller Representative, to:

Charles Miller c/o Blue Wolf Capital One Liberty Plaza, 52nd Floor New York, NY 10006 Attention: Joshua Cherry-Seto, CFO & CCO E-mail: [email protected]

with a copy (which will not constitute notice but will be required for notice) to:

Holland & Knight LLP

1650 Tysons Boulevard Suite 1700 Tysons, Virginia 22102 Attention: Eric Wechselblatt and Valarie Ney E-Mail: [email protected] and [email protected]

Hardwoods Distribution Inc.

Attention: Faiz Karmally, Vice President and CFO 9440 202 St #306 Langley City, BC V1M 4A6, Canada E-mail: [email protected]

with a copy (which will not constitute notice but will be required for notice) to:

Stoel Rives LLP 600 University Street, Suite 3600 Seattle, Washington 98103 Attention: Duff Bryant E-mail: [email protected]

Notices will be deemed given five (5) Business Days after being mailed by certified or registered United States mail, postage prepaid, return receipt requested, or on the first Business Day after being sent, prepaid, by nationally recognized overnight courier that issues a receipt or other confirmation of delivery. Notices delivered via electronic mail or e-mail in PDF format will be deemed given upon transmission; provided that (except with respect to notices via electronic mail or PDF in email format pursuant to Section 5.1 or Section 5.2, which will be deemed given upon transmission with no further notice required) by no later than two (2) Business Days thereafter such notice is confirmed in writing and sent via one of the methods described in the immediately previous sentence. Notices delivered by personal service will be deemed given when actually received by the recipient. Any party may change the address to which Notices under this Agreement are to be sent to it by giving written notice of a change of address in the manner provided in this Agreement for giving Notice.

16. WAIVER . Unless otherwise specifically agreed in writing to the contrary: (a) the failure of any party at any time to require performance by the other of any provision of this Agreement will not affect such party’s right thereafter to enforce the same; (b) no waiver by any party of any default by any other party will be valid unless in writing and acknowledged by an authorized representative of the non-defaulting party, and no such waiver will be taken or held to be a waiver by such party of any other preceding or subsequent default; and (c) no extension of time granted by any party for the performance of any obligation or act by any other party will be deemed to be an extension of time for the performance of any other obligation or act hereunder. Notwithstanding the foregoing, upon the Closing, all conditions set forth in Sections 6.1 and 6.2, to the extent any remain unsatisfied, will be deemed waived by the applicable party(ies). Notwithstanding anything to the contrary contained herein, no waiver of any provision of this Agreement with respect to which the Financing Sources are expressly made third-party beneficiaries pursuant to Section 23 (or any other provision of this Agreement to the extent a waiver of such provision would modify the substance of any provision of this Agreement with respect to which the Financing Sources are expressly made third-party beneficiaries pursuant to Section 23) that is adverse in any respect to the Financing Sources shall be permitted without the prior written consent of the Financing Sources that are party to the Debt Commitment Letter.

17. ENTIRE AGREEMENT . This Agreement (including the Exhibits, Schedules, and Disclosure Schedules hereto, which are incorporated by reference herein and deemed a part of this Agreement) and the other Transaction Documents constitute the entire agreement and understanding between the parties with respect to the subject matter hereof and referenced herein, and supersede and terminate any prior agreements and understandings between the parties (written or oral) with respect to the subject matter hereof.

18. COUNTERPARTS; ELECTRONIC SIGNATURE . This Agreement may be executed in any number of counterparts, each of which will be deemed an original, with the same effect as if the signature on each such counterpart were on the same instrument. Further, this Agreement may be executed by transfer of an originally signed document by facsimile, electronic, or e-mail in PDF format, each of which will be as fully binding as an original document.

19. SEVERABILITY . In case any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any jurisdiction or with respect to any Person or circumstance, the validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired, nor will such invalidity, illegality, or unenforceability render such provision(s) invalid, illegal or unenforceable in any other jurisdiction or with respect to any other Person or circumstance. Any invalid, illegal, or unenforceable provision will be deemed to be void and of no force and effect to the extent of such invalidity, illegality, or unenforceability. Upon a determination that any provision is invalid, illegal, or unenforceable, the parties will negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

20. CHOICE OF LAW; VENUE .

(a) This Agreement is to be construed and governed by the laws of the State of Delaware (without giving effect to principles of conflicts of laws); provided that each of the parties hereto agrees that all disputes or controversies arising out of or relating to the Debt Commitment Letter or Debt Financing involving or relating to any Financing Source shall be governed by the laws of the State of New York. Each party irrevocably agrees that any legal action or proceeding arising out of or in connection with this Agreement may be brought in any state court located in New Castle County, State of Delaware (or in any court in which appeal from such courts may be taken), and each party agrees not to assert, by way of motion, as a defense, or otherwise, in any such action, suit, or proceeding, any Claim that it is not subject personally to the jurisdiction of such court, that the action, suit, or proceeding is brought in an inconvenient forum, that the venue of the action, suit or proceeding is improper, or that this Agreement or the subject matter hereof may not be enforced in or by such court, and hereby agrees not to challenge such jurisdiction or venue by reason of any offsets or counterclaims in any such action, suit or proceeding.

(b) Furthermore, notwithstanding the foregoing, each of the parties hereto agrees that it will not bring or support any action, suit, claim or proceeding, cause of action, claim, cross-claim or third party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Financing Sources any way relating to this Agreement, the Debt Commitment Letter, the Debt Financing or any of the transactions contemplated hereby or thereby, including but not limited to any dispute arising out of or relating in any way to the Debt Commitment Letter or any Fee Letter or the performance thereof, in any forum other than any New

York State court or Federal court of the United States of America sitting in the Borough of Manhattan in the City of New York, and any appellate court from any thereof and hereby waives any defense of inconvenient forum with respect thereto.

(c) Notwithstanding anything that may be expressed or implied in this Agreement, in no event shall any Financing Source have any liability or obligation to, or be subject to any action, suit, claim or proceeding from the Company, Sellers, any of their respective Representatives or any of their respective Affiliates in connection with this Agreement, the Debt Commitment Letter, the Debt Financing or the transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise, and none of the Company, the Sellers nor any of their respective Representatives nor any of their respective Affiliates will have any rights or claims against the Financing Sources in connection with this Agreement, the Debt Commitment letter, the Debt Financing or the transactions contemplated hereby or thereby. No Financing Source shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature.

21. WAIVER OF TRIAL BY JURY . EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTION CONTEMPLATED HEREBY (INCLUDING ANY LITIGATION AGAINST ANY FINANCING SOURCE ARISING OUT OF THIS AGREEMENT, THE DEBT COMMITMENT LETTER (OR ANY ALTERNATIVE DEBT COMMITMENT LETTER), THE DEBT FINANCING OR ANY FEE LETTER), WHETHER NOW OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE. ANY PARTY MAY FILE A COPY OF THIS SECTION 21 WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED AGREEMENT BETWEEN THE PARTIES TO IRREVOCABLY WAIVE TRIAL BY JURY, AND THAT ANY PROCEEDING OR ACTION WHATSOEVER BETWEEN THE PARTIES RELATING TO THIS AGREEMENT OR THE TRANSACTION CONTEMPLATED HEREBY WILL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 21.

22. REPRESENTATION BY COUNSEL .

(a) Each party has been represented by its own counsel in connection with the negotiation and preparation of this Agreement and, consequently, each party hereby waives the application of any rule of law that would otherwise be applicable in connection with the interpretation of this Agreement, including any rule of law to the effect that any provision of this

Agreement will be interpreted or construed against the party whose counsel drafted that provision. This Agreement constitutes notice to Purchaser that the Sellers, the Acquired Companies have engaged Holland & Knight LLP as their legal counsel in connection with the transactions contemplated by this Agreement; and Purchaser hereby (i) consents to the continued representation of the Sellers by Holland & Knight LLP in relation to the transactions contemplated by this Agreement notwithstanding the fact that Holland & Knight LLP may have represented, and may currently or in the future represent, the Acquired Companies, Purchaser, or any of their Affiliates with respect to unrelated matters and (ii) waives any actual or alleged conflict that may arise from Holland & Knight LLP representing the Sellers or their Affiliates against the Acquired Companies, the Purchaser, or any of their Affiliates in litigation, arbitration or mediation in connection with the transactions contemplated by this Agreement. In addition, Purchaser hereby acknowledges that its consent and waiver under this paragraph is voluntary and informed, and that Purchaser has obtained independent legal advice with respect to this consent and waiver.

(b) Notwithstanding any legal requirement to the contrary, (i) all attorney-client privileged communications between Holland & Knight LLP and the Sellers, the Acquired Companies, and/or their respective Affiliates or their respective equity holders, officers, directors, managers, or trustees that occurred in the context of Holland & Knight LLP’s representation of the Acquired Companies prior to the Closing with respect to matters that are not related to the negotiation, documentation, and consummation of the transactions contemplated herein will remain privileged as between Holland & Knight LLP and the Acquired Companies after the Closing and (ii) any attorney-client privilege relating to the negotiation, documentation, and consummation of the transactions contemplated by this Agreement that otherwise would be available to the Sellers, the Acquired Companies, and/or their respective Affiliates or their respective equity holders, officers, directors, managers, or trustees (collectively, the “ Confidential Communications ”) will remain privileged and the Acquired Companies (following the Closing), and Purchaser agree that such privilege will remain with the Sellers and not the Acquired Companies following the Closing such that, without limiting the Sellers’ right to such privilege, the Sellers alone will have and maintain the right to waive the privilege. The parties agree that (i) if the Acquired Companies, and their respective Affiliates or their respective equity holders, officers, or managers leave any emails and other documents (both electronic or otherwise) that contain Confidential Communications on the Acquired Companies’ servers or with the Acquired Companies, such occurrence will not, in and of itself, constitute a waiver of the attorney-client privilege applicable to such documents. Notwithstanding the foregoing, if after the Closing a dispute arises between Purchaser, the Acquired Companies, on the one hand, and a third party other than (and unaffiliated with) any of the Sellers, on the other hand, then Purchaser or the Acquired Companies (to the extent applicable) may assert the attorney-client privilege to prevent disclosure to such third party of Confidential Communications, with notice to the Seller Representative.

23. PARTIES IN INTEREST; NO RECOURSE .

(a) Except with respect to the law firm under Section 22 and as further provided in this Section 23, this Agreement will not confer any rights upon any Person other than the parties hereto and their respective successors and permitted assigns. This Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective heirs, personal representatives, permitted successors and permitted assigns. Nothing in this Agreement,

express or implied, is intended to confer upon any Person any right relating in any way to employment or terms of employment with Purchaser or the Company. Except as provided otherwise in this Agreement, this Agreement is for the sole benefit of the parties hereto and their respective permitted successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person (other than the parties, the Seller Indemnified Persons, or the Purchaser Indemnified Persons) any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement, except for the Financing Sources who shall be third-party beneficiaries of Sections 11, 14, 16, 20 and 21 and this Section 23.

(b) Notwithstanding anything to the contrary contained herein, each party hereto, its Representatives and its Affiliates (other than Purchaser or any Affiliate of Purchaser that is party to the Debt Commitment Letter in respect of rights, claims, or causes pursuant to the Debt Commitment Letter) hereby irrevocably waives any rights or claims against any Financing Source in connection with this Agreement, the Debt Commitment Letter and the Debt Financing or any of the transactions contemplated hereby or thereby, agrees not to commence any action or proceeding against any Financing Source in its capacity as the same in connection with this Agreement, the Debt Commitment Letter or the Debt Financing or any of the transactions contemplated hereby or thereby, and agrees to cause any such action or proceeding asserted against a Financing Source to the extent asserted against a Financing Source by the Company, the Sellers, any of their respective Representatives or any of their respective Affiliates in connection with this Agreement, the Debt Commitment Letter or the Debt Financing or any of the transactions contemplated hereby or thereby to be dismissed or otherwise terminated. In furtherance and not in limitation of the foregoing waiver, it is acknowledged and agreed that no Financing Source shall have any liability for any claims or damages to any party, its Representatives or its Affiliates (other than Purchaser or any Affiliate of Purchaser that is party to the Debt Commitment Letter) in its capacity as a Financing Source in connection with this Agreement, the Debt Commitment Letter or the Debt Financing or the transactions contemplated hereby or thereby.

24. EXHIBITS, SCHEDULES AND DISCLOSURE SCHEDULES . The Exhibits, Appendices, and Disclosure Schedules referenced in this Agreement are a material part of this Agreement. Each Disclosure Schedule will be deemed incorporated into this Agreement. The Disclosure Schedules are intended only to qualify and limit the representations, warranties, and covenants in the Agreement and will not be deemed to expand in any way the scope or effect of any such representations, warranties, or covenants. No Disclosure Schedule relating to any possible breach or violation of any agreement, Law, or regulation will be construed as an admission that any such breach or violation has actually occurred. No reference to or disclosure of any item or other matter in the Disclosure Schedules will be construed as an admission or indication that such item or other matter disclosed is material or such item or other matter is required to be referred to or disclosed in the Disclosure Schedules. Disclosures made for the purpose of any one Disclosure Schedule will be deemed made for the purpose of all representations and warranties so long as the applicability to the other representations and warranties is reasonably apparent from such disclosure. Any reference to a contract, statement, plan, report, or other document of any kind in the Disclosure Schedules will be deemed to be a disclosure thereof to the extent the applicable representation or warranty calls for a listing of the same and it will not in such case be necessary to identify or reference specific provisions of such documents except to the extent necessary to clarify or qualify such disclosure.

25. SELLER REPRESENTATIVE .

The Sellers hereby irrevocably constitute and appoint the Seller Representative, as the true and lawful agent and attorney-in-fact of the Sellers, with full powers of substitution to act in the name, place and stead of the Sellers with respect to the performance on behalf of the Sellers under the terms and provisions of this Agreement, as the same may be from time to time amended, and to do or refrain from doing all such further acts and things, and to execute all such documents on behalf of the Sellers as the Seller Representative deems necessary or appropriate in connection with any of the transactions contemplated under this Agreement, including:

(a) following the Closing, to agree upon or compromise any matter related to any payments due after Closing under this Agreement;

(b) to direct the distribution of all or any portions of the Purchase Price

hereunder;

(d) to cause to be distributed the amounts payable to the Sellers in accordance with this Agreement and each Seller’s Pro Rata Share;

(e) to terminate, amend, or waive any provision of this Agreement; provided that any such action, if material to the rights and obligations of the Sellers in the reasonable judgment of the Seller Representative, will be taken in the same manner with respect to all the Sellers unless otherwise agreed by each of the Sellers who is subject to any disparate treatment of a potentially adverse nature;

(f) to employ and obtain the advice of legal counsel, accountants, and other professional advisors as the Seller Representative, in the Seller Representative’s sole discretion, deems necessary or advisable in the performance of Seller Representative’s duties as the Seller Representative and to rely on their advice and counsel;

(g) to retain a portion of the Purchase Price in an amount set forth in the Flow of Funds Memorandum and designated as a reserve against the payment of expenses incurred in its capacity as the Seller Representative (“ Seller Representative Fund ”);

(h) to incur and pay out of the Seller Representative Fund expenses, including fees of brokers, attorneys, and accountants incurred by the Seller Representative pursuant to the transactions contemplated hereby, and any other fees and expenses allocable or in any way relating to such transaction, whether incurred prior or subsequent to Closing; and

(i) to do or refrain from doing any further act or deed on behalf of the Sellers which the Seller Representative deems necessary or appropriate in the Seller Representative’s sole discretion relating to the subject matter of this Agreement as fully and completely as any of the Sellers could do if personally present and acting.

The appointment of the Seller Representative will be deemed coupled with an interest and will be irrevocable, and any other Person may conclusively and absolutely rely, without inquiry, upon any actions of the Seller Representative as the acts of the Sellers hereunder appointing the Seller Representative in all matters referred to in this Agreement. All that the Seller Representative will do or cause to be done by virtue of such Seller Representative’s appointment as Seller Representative of the Sellers is hereby ratified and confirmed. The Seller Representative will act for the Sellers appointing the Seller Representative on all of the matters set forth in this Agreement in the manner the Seller Representative believes to be in the best interest of the Sellers, but the Seller Representative will not be responsible to any of the Sellers for any loss or damage any of the Sellers may suffer by reason of the performance by the Seller Representative of such Seller Representative’s duties under this Agreement, other than loss or damage arising from willful misconduct in the performance of such Seller Representative’s duties under this Agreement.

The Seller Representative is authorized to act on behalf of the Sellers notwithstanding any dispute or disagreement among the Sellers and that any Person may rely on any and all action taken by the Seller Representative under this Agreement without liability to, or obligation to inquire of, any of the Sellers. If the Seller Representative resigns or ceases to function in such capacity for any reason whatsoever, then the successor Seller Representative will be the Person appointed by Direct Seller; provided, however, that if for any reason no successor has been appointed within thirty (30) days, then any Seller will have the right to petition a court of competent jurisdiction for appointment of a successor Seller Representative. The Seller Representative is hereby indemnified and held harmless from and against any and all liability, loss, cost, damage, or expense (including attorneys’ fees) reasonably incurred or suffered as a result of the performance of such Seller Representative’s duties under this Agreement except for any such liability arising out of the fraud or willful misconduct of the Seller Representative.

At such time that the Seller Representative determines is appropriate, the Seller Representative will distribute the amount remaining in the Seller Representative Fund (if any) to the Sellers in accordance with each Seller’s Pro Rata Share.

26. PARENT LIABILITY . Parent shall be jointly and severally liable with the Purchaser with respect to the Purchaser’s obligations to make the payments described in Section 1.1, Section 1.2, and Section 8.2.

27. DEFINITIONS; INTERPRETATION

27.1 Definitions. As used in this Agreement, the following terms have the following meanings:

“ Accounting Principles ” means the same accounting methods, policies, practices, procedures, classifications, conventions, categorizations, definitions, principles, judgments, assumptions, techniques, or estimation methods with respect to financial statements, their classification, judgments, or presentation or otherwise (including with respect to the nature of accounts, level of reserves, and level of accruals) from those used in the preparation of the balance sheet dated as of the Most Recent Balance Sheet Date.

“ Acquired Companies ” means (a) the Company and (b) the Company Subsidiaries.

“ Actual Amounts ” has the meaning ascribed to such term in Section 1.4(c).

“ Actual Indebtedness ” has the meaning ascribed to such term in Section 1.4(c).

“ Actual Net Working Capital ” has the meaning ascribed to such term in Section

1.4(c).

“ Actual Transaction Expenses ” has the meaning ascribed to such term in Section

1.4(c).

“ Affiliate ” means, with respect to any Person, any other Person that, directly or indirectly, Controls, is Controlled by, or is under common Control with or of, such Person. The term “ Control ” (including, with correlative meaning, the terms “Controlled by” and “under common Control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract, or otherwise.

“ Affiliated Group ” means any affiliated group as defined in Section 1504 of the Code (or any analogous combined, consolidated or unitary group defined under state, local, or foreign income Tax law).

“ Agreement ” has the meaning ascribed to such term in the Preamble.

“ AIV Partnership ” has the meaning ascribed to such term in the Recitals.

“ AIV Partnership Redemption Agreement ” has the meaning ascribed to such term in the Recitals.

“ Allocation Statement ” has the meaning ascribed to such term in Section 10.3(a).

“ Alternative Financing ” has the meaning ascribed to such term in Section 5.16(d).

“ Alternative Proposal ” has the meaning ascribed to such term in Section 5.4.

“ Assets ” means all Cash and Cash equivalents (which, for the avoidance of doubt, may be distributed by the Acquired Companies prior to Closing), marketable securities, Personal Property and real property owned by the Acquired Companies, all Contracts (for clarity, including Leases) to which the Acquired Companies are a party, all Permits held by the Acquired Companies, all Intellectual Property owned by the Acquired Companies, and all other assets owned by the Acquired Companies.

“ Base Purchase Price ” has the meaning ascribed to such term in Section 1.1.

“ Basket ” has the meaning ascribed to such term in n Section 9.2(b)(iv)(x).

“ Benefit Plans ” has the meaning ascribed to such term in Section 3.17(a).

“ Blocker Redemption Agreement ” has the meaning ascribed to such term in the

Recitals.

“ Blocker Seller” has the meaning ascribed to such term in the Preamble.

“ Buildings ” has the meaning ascribed to such term in Section 3.20(a)(v).

“ Business Day ” means a day, other than a Saturday or Sunday, on which commercial banks in Wilmington, Delaware and New York, New York are open for the general transaction of business.

“ CAA ” has the meaning ascribed to such term in Section 3.16(n).

“ Cap ” has the meaning ascribed to such term in Section 9.2(b)(iv).

“ CARES Act ” has the meaning ascribed to such term in Section 3.16(n).

“ Cash ” means, as of 11:59 p.m. (Eastern Time) on the Closing Date, the result of (a) the aggregate amount of cash and cash equivalents held in the bank and other accounts, including money market accounts, marketable securities, and short-term investments, of the Acquired Companies, plus (b) deposits in transit and deposits not yet cleared, minus (c) the aggregate balance of all outstanding checks written against such accounts.

“ CERCLA ” has the meaning ascribed to such term in the definition of Environmental Laws.

“ Charter ” means, with respect to any Person, the articles or certificate of incorporation, organization, formation, limited partnership, and all other similar or equivalent documents, instruments, or certificates adopted or filed in connection with the creation or formation of such Person, including all amendments and other modifications thereto.

“ Claim ” means any claim, action, litigation, proceeding (arbitral, administrative, legal, or otherwise), suit, demand or similar matter.

“ Closing ” has the meaning ascribed to such term in Section 1.6(a).

“ Closing Date ” has the meaning ascribed to such term in Section 1.6(a).

“ Closing Date Balance Sheet ” has the meaning ascribed to such term in Section

1.4(b)(i).

“ Closing Date Indebtedness ” has the meaning scribed to such term in Section

1.1(a).

“ Closing Purchase Price ” has the meaning ascribed to such term in Section 1.1.

“ Closing Statement ” has the meaning ascribed to such term in Section 1.4(b)(i).

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Company ” has the meaning ascribed to such term in the Preamble.

“ Company Benefit Plans ” has the meaning ascribed to such term in Section

3.17(a).

“ Company Equity Interests ” has the meaning ascribed to such term in the Recitals.

“ Company IP ” means all Company Owned IP and all Intellectual Property that is licensed, used, or held for use by the Acquired Companies in the operation of the business as of the Execution Date.

“ Company IP Agreements ” means all licenses, sublicenses, consent to use agreements, settlements, coexistence agreements, covenants not to sue, waivers, releases, permissions, and other contracts (including any right to receive or obligation to pay royalties or any other consideration), whether written or oral, relating to Intellectual Property to which any Acquired Company is a party, beneficiary or otherwise bound.

“ Company Owned IP ” means all Intellectual Property that is owned or purported to be owned by the Acquired Companies as of the Execution Date.

“ Company Owned IP Registrations ” means all Company Owned IP that has been issued, registered, applied for, or filed by, to, or with any Governmental Authority or authorized private registrar in any jurisdiction, including registered Trademarks, Domain Names, registered Copyrights, issued and reissued Patents, and pending applications for any of the foregoing.

“ Company Software ” means all proprietary Software of the Acquired Companies that is currently offered, licensed, sold, distributed, hosted, maintained or supported, or otherwise provided or made available by or on behalf of the Acquired Companies or otherwise used in the operation of the business of the Acquired Companies, or is currently under development by or for any of the Acquired Companies.

“ Company Subsidiary ” has the meaning ascribed to such term in Section 3.3(b).

“ Confidential Communications ” has the meaning ascribed to such term in Section

22(b).

“ Confidential Information ” has the meaning ascribed to such term in Section 5.5.

“ Consent ” means any approval, consent, filing, ratification, notices, submissions, permission, waiver, or authorization by, to or from any Person.

“ Contaminants ” means (i) any defects, bugs, errors and (ii) any malware, disabling codes, spyware, trojan horses, worms, viruses, time bombs, back doors, or other similar Software routines that are designed or intended to disrupt, disable, harm, or otherwise impair the normal and authorized operation of, or provide unauthorized access to, any computer system, hardware, firmware, network, or device on which any Software is installed, stored, or used; or to damage, destroy, or prevent the access to or use of any data or file without the user’s consent. Contaminants do not include any license keys or other code intended to limit access to or use of Software to an authorized user.

“ Continuing Employees ” has the meaning ascribed to such term in Section 5.7(a).

“ Contracts ” means all contracts, agreements, binding arrangements, bonds, notes, indentures, mortgages, debt instruments, licenses (and all other contracts, agreements, or binding arrangements concerning Intellectual Property), conditional sales agreements, franchises, leases, obligations, promises, or other instruments or obligations of any kind, in each case whether written or oral.

“ Control ” has the meaning ascribed to such term in the definition of Affiliate.

“ Convertible Securities ” means, with respect to any Person, all convertible securities (including convertible promissory notes) or other rights to subscribe for or purchase any equity securities or other equity interests of such Person, or securities convertible into or exchangeable for, or that otherwise confer on the holder any right to acquire, any equity securities of such Person.

“ Copyrights ” has the meaning ascribed to such term in the definition of Intellectual

Property.

“ Damages ” means any loss, liability, claim, damage, expense (including reasonable costs of investigation and defense and reasonable attorneys’ fees), Taxes, judgments, Liens other than Permitted Liens, injunctions, charges, orders, decrees, rulings, dues, assessments, fines, penalties, fees, costs and amounts paid in settlement (including reasonable attorneys’ and expert witness fees and disbursements in connection with investigating, defending or settling any action or threatened action) whether or not involving a third-party claim, but not including punitive or exemplary damages except to the extent payable to a third party.

“ Data Room ” means the Company’s electronic data room located at https://www.datasite.com titled “Nighthawk”.

“ Debt Commitment Letter ” has the meaning set forth in Section 4.6.

“ Debt Financing ” means any debt financing Purchaser may utilize in connection with the Transaction.

“ Definitive Agreements ” has the meaning ascribed to such term in Section 5.16(b).

“ Direct Claim ” has the meaning ascribed to such term in Section 9.5.

“ Direct Seller ” has the meaning ascribed to such term in the Preamble.

“ Disclosure Schedules ” means the disclosure schedules to this Agreement.

“ Dispute Resolution Procedure ” means the procedure pursuant to which the items in dispute under Section 1.4(b) or Section 10.3(a) are referred by either the Purchaser or the Seller Representative for determination as promptly as practicable to the Neutral Auditor. Each party agrees to execute, if requested by the Neutral Auditor, a reasonable engagement letter with respect to the determination to be made by the Neutral Auditor. All fees and expenses relating to the work, if any, to be performed by the Neutral Auditor will be borne (i) by the Purchaser in the proportion that the aggregate dollar amount of the disputed items that are successfully disputed by the Seller Representative (as finally determined by the Neutral Auditor) bears to the aggregate dollar amount

of all disputed items and (ii) by the Seller Representative in the proportion that the aggregate dollar amount of the disputed items that are unsuccessfully disputed by the Seller Representative (as finally determined by the Neutral Auditor) bears to the aggregate dollar amount of all disputed items. For example, if the parties dispute $250,000 of a proposed downward Purchase Price adjustment to be paid to the Purchaser, the Neutral Auditor determines that such payment should be $100,000 and the Neutral Auditor’s fees and expenses are $100,000, then (i) the Purchaser will pay $60,000 (60%) of such fees and expenses, and (ii) the Seller Representative will pay $40,000 (40%) of such fees and expenses. Except as provided in the preceding sentence, all other costs and expenses incurred by the parties in connection with resolving any dispute hereunder before the Neutral Auditor will be borne by the party incurring such cost and expense. The Neutral Auditor will determine only those issues still in dispute at the end of the Resolution Period and the Neutral Auditor’s determination will be based upon and consistent with the terms and conditions of this Agreement. The determination by the Neutral Auditor will be based solely on presentations made, with respect to such disputed items, by the Purchaser and the Seller Representative to the Neutral Auditor and not on the Neutral Auditor’s independent review. The Purchaser and the Seller Representative will use their Reasonable Best Efforts to make their respective presentations as promptly as practicable following submission to the Neutral Auditor of the disputed items, and each such party will be entitled, as part of its presentation, to respond to the presentation of the other party and any questions and requests of the Neutral Auditor. In deciding any matter, the Neutral Auditor (A) will be bound by the provisions of Section 1.4(b) or Section 10.3(a) (as applicable) and the definitions contained herein, including the definitions of Net Working Capital and Accounting Principles and (B) may not assign a value to any item greater than the greatest value for such item claimed by the Purchaser or the Seller Representative or less than the smallest value for such item claimed by the Purchaser or the Seller Representative. The Neutral Auditor’s determination will be made within forty-five (45) days after its engagement (which engagement will be made no later than five (5) business days after the end of the Resolution Period or the Allocation Resolution Period (as applicable)), or as soon thereafter as possible, will be set forth in a written statement delivered to the Seller Representative and the Purchaser, and will be final, conclusive, non-appealable, and binding for all purposes hereunder; provided that such determination may be reviewed, corrected, or set aside by a court of competent jurisdiction but only if upon a finding that the Neutral Auditor committed fraud with respect to its determination. The determination of the Neutral Auditor will not be deemed an award subject to review under the Federal Arbitration Act or any other statute.

“ DOJ ” has the meaning ascribed to such term in Section 5.8(b).

“ Domain Names ” has the meaning ascribed to such term in the definition of Intellectual Property.

“ Effective Time ” has the meaning ascribed to such term in Section 1.6(a).

“ End Date ” has the meaning ascribed to such term in Section 8.1(b).

“ Enforceability Exceptions ” means bankruptcy, insolvency, or other Laws affecting creditors’ rights generally and general principles of equity.

“ Environmental Condition ” means any condition, contamination, or damage to the environment caused by or relating to the use, handling, storage, treatment, recycling, generation,

transportation or Release, of any Hazardous Materials. With respect to Claims by employees or other third parties, Environmental Condition will also include the actual exposure to any Hazardous Materials.

“ Environmental Laws ” means any Law relating to natural resources, pollution, protection of human health or the environment, or the presence, use, generation, handling, transportation, storage, treatment, disposal, actual or threatened Release, discharge, or emission of any Hazardous Material into the environment or within structures and exposure to Hazardous Material or other substances alleged to be harmful. The term “Environmental Laws” shall include, but not be limited to, the following statutes and the regulations promulgated thereunder: the Clean Air Act, 42 U.S.C. § 7401 et seq., the Clean Water Act, 33 U.S.C. § 1251 et seq., the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq., the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq., the Water Pollution Control Act, 33 U.S.C. § 1251 et seq., the Safe Drinking Water Act, 42 U.S.C. § 300f et seq., the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. § 9601 et seq. (“ CERCLA ”), the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq., the Emergency Planning and Community Right-To-Know Act, 42 U.S.C. § 11001 et seq., and any other federal, state, or local laws, rules, regulations, ordinances, common law licenses, permits, judgments, writs, decrees, injunctions or orders relating to the protection of human health or the environment.

“ Environmental Noncompliance ” means any violation of any Environmental Law.

“ Equity Financing ” means any equity financing Purchaser may utilize in connection with the Transaction.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder.

“ Escrow Agent ” has the meaning ascribed to such term in Section 1.1(c).

“ Escrow Agreement ” has the meaning ascribed to such term in Section 1.1(c).

“ Estimated Closing Date Balance Sheet ” has the meaning ascribed to such term in Section 1.4(a).

“ Estimated Net Working Capital ” has the meaning ascribed to such term in Section

1.4(a).

“ Estimated Net Working Capital Statement ” has the meaning ascribed to such term in Section 1.4(a).

“ Execution Date ” has the meaning ascribed to such term in the Preamble.

“ Exhibits ” means the exhibits attached to this Agreement.

“ Export Control, Sanctions and Import Approvals ” means all licenses, license exceptions, consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, and filings, from or with any Governmental Authority, that are required for compliance with Export Control, Sanctions and Import Laws.

“ Export Control, Sanctions and Import Laws ” means all U.S. (or applicable foreign Governmental Authority having jurisdiction) Laws governing (a) imports, exports (including deemed exports), re-exports, or transfers of products, services, or technologies from or to the United States or another country, or from one foreign country to another foreign country, (b) economic sanctions or embargoes, or (c) compliance with unsanctioned foreign boycotts, including the Arms Export Control Act (22 U.S.C. §§ 2778 et seq. ), the International Traffic in Arms Regulations (ITAR) (22 C.F.R. 120 Parts 120-130), the Export Administration Regulations (EAR) (15 C.F.R. Parts 730-774) and associated executive orders, the Laws and regulations implemented by the Office of Foreign Assets Controls (OFAC), United States Department of the Treasury (OFAC Regulations) (31 C.F.R. Parts 500-599), and U.S. Customs Regulations administered by U.S. Customs and Border Protection (CBP) (19 C.F.R. Parts 0-199).

“ Fee Letters ” has the meaning ascribed to such term in Section 4.6.

“ Final Closing Statement ” has the meaning ascribed to such term in Section

1.4(b)(iii).

“ Final Tax Year Return ” has the meaning ascribed to such term in Section
10.3(d)(ii).

“ Financial Statements ” has the meaning ascribed to such term in Section 3.14.

“ Financing ” has the meaning ascribed to such term in Section 4.6.

“ Financing Commitments ” has the meaning ascribed to such term in Section 4.6.

“ Financing Sources ” means the agents, the arrangers, the lenders and other Persons that have committed to provide or otherwise entered into agreements in connection with the Financings in connection with the Transaction, including the parties to the Debt Commitment Letter and any related joinder agreements, credit agreements or other definitive agreements relating thereto and their respective successors and assigns, together with their respective Affiliates (including any Affiliates of their respective successors and assigns), and their (and their respective Affiliates’ successors and assigns’) Representatives and agents and their respective successors and assigns; provided that neither Purchaser nor any Affiliate thereof shall be deemed to be Financing Source for any purpose hereunder.

“ Flow of Funds Memorandum ” has the meaning ascribed to such term in

Section 1.3.

“ Flow-Through Tax Return ” means any Tax Return filed by the Company to the extent that (i) the Company is treated as a pass-through entity (including a disregarded entity) for purposes of such Tax Return and (ii) the results of operations reflected on such Tax Return are allocated to, and reflected on the Tax Returns of, Sellers (or any of their predecessors) or the beneficial owners of Direct Seller (or its predecessor).

“ Fraud ” means an act, committed by a party to this Agreement, with intent to deceive another party to this Agreement, in connection with this Agreement and requires (i) a false representation of material fact made in Section 2, Section 3 or Section 4 by such party; (ii) with

actual knowledge (not imputed or constructive knowledge) that such representation is false; (iii) with an intention to induce the party to whom such representation is made to act or refrain from acting in reliance upon it; (iv) causing that party, in justifiable reliance upon such false representation and with ignorance to the falsity of such representation, to take or refrain from taking action; and (v) causing such party to suffer damage by reason of such reliance.

“ FTC ” has the meaning ascribed to such term in Section 5.8(b).

“ Fundamental Representations ” means those representations and warranties set forth in Sections 4.1, 4.2, 4.4 and 4.7.

“ GAAP ” means United States generally accepted accounting principles as consistently applied by the Acquired Companies.

“ Governing Documents ” means, with respect to any Person, the bylaws, limited liability company agreement, operating agreement, partnership agreement, stockholders’ agreement, and all other similar or equivalent documents or instruments executed or adopted in connection with the organization of such Person, as amended or modified and in effect as of the Closing Date.

“ Governmental Authority ” means any federal, state, local, foreign, or other governmental, quasi-governmental, or administrative body, instrumentality, department or agency or any court, tribunal, administrative hearing body, arbitration panel, commission, or other similar dispute-resolving panel or body.

“ Hazardous Materials ” means any substance, pollutant, material, or waste in any form defined or designated as hazardous or toxic (or by any similar term) under any Environmental Law, or any other substance, material or waste regulated, or that could result in the imposition of liability, under any Environmental Law, including petroleum products, lead paint and friable materials containing more than one percent (1.0%) asbestos by weight.

“ HSR Act ” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as

amended.

“ Income Tax Return ” means any Tax Return related to Income Taxes and Taxes in the nature of an income tax or franchise taxes in lieu of an income tax.

“ Income Taxes ” means any Tax (i) based upon, measured by, or calculated with respect to, net income or net receipts, proceeds or profits, or (ii) based upon, measured by, or calculated with respect to multiple bases (including any corporate franchise and occupation Tax) if such Tax is primarily based upon, measured by, or calculated with respect to one or more bases described in clause (i) above.

“ Indebtedness ” means, with respect to the Acquired Companies, the outstanding amount of (i) all indebtedness for borrowed money, (ii) all obligations evidenced by notes, bonds, debentures, or other similar instruments, (iii) all obligations to pay the deferred purchase price of the property, (iv) any liabilities associated with interest rate cap agreements, interest rate swap agreements, foreign currency exchange agreements, and other derivative or hedging contracts (in

each case, valued at the termination cost thereof), (v) all obligations under leases which have been or should be, in accordance with GAAP, recorded as capital or finance leases; (vi) all then unpaid reimbursement and payment obligations under surety bonds, letters of credit, banker’s acceptances, performance letters, comfort letters, and other arrangements similar to the foregoing, (vii) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (viii) obligations in the nature of guarantees of the Acquired Companies of any of the types of items set forth in clauses (i) through (vii) above, in each case, determined to the extent applicable thereto in accordance with GAAP, (ix) except as accounted for in the calculation of the Net Working Capital, the employer portion of Social Security Payroll Taxes deferred until after the Closing Date in accordance with Section 2302 of the CARES Act, (x) all outstanding severance or termination obligations to any former employee or independent contractor of any Acquired Company whose employment or engagement was terminated by the Acquired Companies (and not at the request of the Purchaser) prior to or as of the Closing, (xi) the employer portion of any employment, unemployment, payroll or similar Taxes payable by any Acquired Company in connection with any payments described in clause (x), (xii) all obligations of any Acquired Company, whether interest-bearing or otherwise, owed to Sellers or any Affiliates of Sellers and (xiii) the outstanding amount of accrued and unpaid interest on, and other payment obligations (including any prepayment premiums, “breakage costs,” redemption fees, out-of-pocket costs and expenses, penalties, and other obligations payable in connection therewith) in respect of any of the types of items set forth in clauses (i) through (xii) above; provided, however, that “Indebtedness” specifically excludes (a) trade payables and amounts owed to the Acquired Companies’ employees for unreimbursed business expenses incurred in the Ordinary Course of Business of the Acquired Companies, (b) the deferred purchase price for property that is included in the Acquired Companies’ inventory, (c) credit card debt incurred in the Ordinary Course of Business of the Acquired Companies, (d) undrawn amounts under surety bonds, letters of credit, banker’s acceptances, performance letters, comfort letters, and other arrangements similar to the foregoing, (e) Indebtedness owed by an Acquired Company to another Acquired Company, (f) any indebtedness described in clauses (i) – (ix) which, if such amount remained unpaid as of the Closing, would not be binding on the Acquired Companies after the Closing, and (g) any Indebtedness put in place by the Purchaser on the Closing Date.

“ Initial Redemption ” has the meaning ascribed to such term in the Recitals.

“ Inside Date ” has the meaning ascribed to such term in Section 1.6(a).

“ Insurance Policies ” has the meaning ascribed to such term in Section 3.18.

“ Intellectual Property ” means all of the following as they exist in any jurisdiction throughout the world: (i) United States and foreign patents, patent applications, continuations-inpart, divisions and reissues (collectively, “ Patents ”); (ii) United States federal and state and foreign trademarks, service marks, and pending applications to register the foregoing, common law trademarks, service marks, and all of the goodwill associated with any of the foregoing (collectively, “ Trademarks ”); (iii) any and all copyrightable works of authorship, copyright registrations, and applications to register copyrightable works of authorship (collectively, “ Copyrights ”); (iv) trade secrets and confidential and proprietary business information, knowhow, concepts, methods, processes, specifications, inventions, formulae, reports, customer lists,

mailing lists, business plans, and other material confidential and proprietary information (collectively, “ Trade Secrets ”); (v) all registered domain names (“ Domain Names ”); and (vi) Software.

“ Interim Period ” has the meaning ascribed to such term in Section 5.1.

“ Inventory ” means all of the inventories of the Acquired Companies, including raw materials, supplies, work-in-process, and finished goods, wherever located.

“ IRS ” means the United States Internal Revenue Service.

“ Knowledge ” means (a) with respect to the Company, the actual knowledge of any

of George Judd, Jeff Leys, Jeff Broene, Scott Marolf, Jim Becker, Craig Kurtz, Russ Gallimore or

Dennis Berry, (b) with respect to any Seller that is an entity, the actual knowledge of such Seller’s most senior executive and most senior financial executive, and (c) with respect to any other Person, the actual knowledge of such Person, in each case of (a), (b) or (c), or the knowledge such Persons should have after reasonable inquiry. For purposes of this definition, “reasonable inquiry” means inquiry of the employee(s) of such Person that are expected to have knowledge in connection with the subject matter in question and the review of written and electronic records within such Person’s actual control or to which such Person has access.

“ Laws ” means any law (including common law), statute, rule, regulation, executive order, promulgation, treaty, governmental resolution, ordinance, code, directive, writ, injunction, settlement, permit, license, decree, or other Order of any Governmental Authority.

“ Leased Improvements ” means all leasehold improvements and fixtures located on

the Leased Premises.

“ Leased Premises ” has the meaning ascribed to such term in Section 3.20(b)(i).

“ Leases ” has the meaning ascribed to such term in Section 3.20(b)(i).

“ Legal Proceeding ” means any Claim, cause of action, inquiry, audit, notice of violation, citation, summons, subpoena, hearing, examination, or investigation of any nature, civil, criminal, administrative, regulatory, or otherwise, whether at law or in equity.

“ Liabilities ” means any and all liabilities, obligations, debts, and commitments of any kind, character, or description, whether known or unknown, asserted or not asserted, absolute or contingent, fixed or unfixed, matured or unmatured, accrued or unaccrued, disputed or undisputed, liquidated or unliquidated, secured or unsecured, due or to become due, determined, determinable, or otherwise, whenever or however incurred or arising.

“ Liens ” means all mortgages, deeds of trust, collateral assignments, security interests, Uniform Commercial Code financing statements, pledges, and hypothecations, as applicable.

“ Lower Collar Amount ” means an amount equal to Ninety-Four Million Dollars

($94,000,000).

“ Material Adverse Effect ” means any change, circumstance, fact, event, or effect that has occurred and is still continuing as of the relevant time of determination that is or would reasonably be expected to be materially adverse to the business, financial condition, or results of operations of the Acquired Companies, taken as a whole, other than any change, circumstance, fact, event or effect arising out of or resulting from (i) changes in conditions in the U.S. or global economy or capital or financial markets generally, including changes in interest or exchange rates or any governmental shutdown or slowdown, (ii) changes in general legal, tax, regulatory, political, or business conditions, including changes in GAAP or applicable law that, in each case, generally affect the geographic regions or industries in which the Acquired Companies conduct business, (iii) acts of war, armed hostilities, sabotage, or terrorism, or any escalation or worsening of any such acts of war, armed hostilities, sabotage, or terrorism threatened or underway as of the Execution Date or earthquakes, hurricanes, floods, or other natural disasters, (iv) the failure of an Acquired Company to meet revenue or earnings projections or predictions (whether such projections or predictions were made by the Acquired Companies or independent third parties) (provided, that such failure shall not prevent a determination that any effect underlying such failure to meet projections or predictions results in a Material Adverse Effect), (v) the announcement or performance of this Agreement or the transactions contemplated hereby, including the impact thereof on relationships, contractual or otherwise, between the Acquired Companies, the Purchaser, or any of their respective Affiliates and tenants, suppliers, vendors, lenders, financing sources, investors, venture partners, customers, or employees, or (vi) any action taken by the Acquired Companies at the written request or with the written consent of the Purchaser or any of its Affiliates; provided that none of the changes or conditions listed in clauses (i) - (iii) have a disproportionate or unique effect on the Acquired Companies compared to other participants in the industries or markets in which the Acquired Companies conduct their respective businesses.

“ Material Contracts ” has the meaning ascribed to such term in Section 3.12(a).

“ Material Customers ” has the meaning ascribed to such term in Section 3.28(a).

“ Material Vendors ” has the meaning ascribed to such term in Section 3.28(a).

“ Most Recent Balance Sheet Date ” has the meaning ascribed to such term in

Section 3.14.

“ Net Working Capital ” means the difference (whether positive or negative) of (a) the current assets of the Acquired Companies, taken as a whole, as of the Closing Date using only the line items set forth on Schedule NWC (including, for the avoidance of doubt, Cash that has not yet been distributed and any restricted cash), and (b) the current liabilities of the Acquired Companies, taken as a whole, as of the Closing Date using only the line items set forth on Schedule NWC (excluding, for the avoidance of doubt, any Transaction Expenses or Indebtedness) using only the line items set forth on Schedule NWC, in each case prepared in a manner consistent with the Accounting Principles without giving effect to the consummation of the transactions contemplated by this Agreement. An example of the calculation of Net Working Capital is attached to Schedule NWC, which example reflects the Net Working Capital of the Company as if Closing occurred on May 31, 2021.

“ Neutral Auditor ” means RSM US LLP or such other nationally or regionally recognized accounting firm mutually agreed upon by the Purchaser and the Seller Representative;

provided, however, that the Neutral Auditor may not have had in the prior three (3) years prior to the date of engagement, a material business relationship with any party to this Agreement. If the above listed firm is unable or unwilling to serve as the Neutral Auditor or is no longer eligible to do so and the Purchaser and the Seller Representative have failed to reach agreement on an Neutral Auditor within ten (10) Business Days after written request from one of the Purchaser and the Seller Representative to the other, then the Purchaser and the Seller Representative will jointly engage the American Arbitration Association to select the Neutral Auditor, in accordance with the procedures of the American Arbitration Association to make such election.

“ Non-Recourse Party ” means, with respect to a party, any of such party’s former, current, and future equity holders, controlling Persons, directors, officers, employees, agents, representatives, Affiliates, members, managers, general or limited partners, or assignees (or any former, current, or future equity holder, controlling Person, director, officer, employee, agent, representative, Affiliate, member, manager, general or limited partner, or assignee of any of the foregoing).

“ Notices ” has the meaning ascribed to such term in Section 15.

“ Order ” means any order, settlement, decree, ruling, judgment, injunction, stipulation, determination, award, or writ entered by or with any Governmental Authority.

“ Ordinary Course of Business ” means, with respect to a Person, an action taken by such Person (a) if such action is recurring in nature, is consistent in all material respects with the past practices of the Person and (b) whether or not it is recurring in nature, is consistent with the types of actions taken in the ordinary course of the day-to-day operations of the Person.

“ Owned Real Property ” has the meaning ascribed to such term in Section

3.20(a)(i).

“ Parent ” has the meaning ascribed to such term in the Preamble.

“ Parent Material Adverse Effect ” means any change, circumstance, fact, event, or effect that has occurred and is still continuing as of the relevant time of determination that is materially adverse to the business of the Parent or its Affiliates, taken as a whole, or the ability of the Parent to consummate the transactions contemplated hereby in accordance with the terms hereof.

“ Patents ” has the meaning ascribed to such term in the definition of Intellectual

Property.

“ Permits ” means all permits, grants, consents, approvals, authorizations, licenses, franchises, clearances, registrations, waivers, certificates, or Orders of or from any Governmental Authority.

“ Permitted Liens ” means (a) Liens for Taxes not yet due and payable, (b) Liens for Taxes being challenged or contested in good faith, (c) statutory Liens of landlords, carriers, warehousemen, mechanics, and materialmen and other similar Liens imposed by Law in the

Ordinary Course of Business for sums not yet due and payable, (d) Liens imposed by the Purchaser, or (e) other Liens that do not materially impair the value or use of the assets.

“ Person ” means any individual, partnership, joint venture, corporation, trust, unincorporated organization, limited liability company, group, Governmental Authority, and any other person or entity.

“ Personal Information ” means (i) any information that can be used to identify an individual; (ii) Social Security numbers; or (iii) any information that is regulated or protected by one or more Privacy and Security Laws, applicable to the Acquired Companies.

“ Personal Property ” means all of the machinery, equipment, tools, vehicles, furniture, leasehold improvements, office equipment, plant, spare parts, and other tangible personal property which are owned, used, or leased by an Acquired Company and used in the conduct of the business or the operations of an Acquired Company’s business.

“ Pre-Closing Covenants ” has the meaning ascribed to such term in Section 9.1(a).

“ Pre-Closing Tax Periods ” has the meaning ascribed to such term in Section

10.3(d)(i).

“ Privacy and Security Laws ” means all Laws concerning the privacy and/or security of Personal Information, and all regulations promulgated thereunder applicable to the Acquired Companies.

“ Pro Rata Share ” means a schedule, to be delivered by the Company to the Purchaser as part of the Flow of Funds Memorandum, setting forth the respective pro rata percentage, as determined pursuant to the operating agreement of the Company, of the Closing Purchase Price to be paid to each Seller at Closing, which amounts will total one hundred percent (100%), provided, for the avoidance of doubt, that the entire amount of the Tax Gross-Up Amount shall be allocated to the Blocker Seller and thus the pro rata percentage of each Seller shall be determined after the Tax Gross-Up Amount is deducted from the Closing Purchase Price and shall not include any amounts paid to the Blocker Seller in respect of the Tax Gross-Up Amount.

“ Products ” means all products and service offerings that are currently being marketed, offered, sold, distributed, made commercially available, or otherwise provided directly or indirectly by the Acquired Companies.

“ Prospectus ” has the meaning ascribed to such term in Section 5.16(e)(i).

“ Purchase Price ” has the meaning ascribed to such term in Section 1.1.

“ Purchaser ” has the meaning ascribed to such term in the Preamble.

“ Purchaser Benefit Plans ” has the meaning ascribed to such term in Section 5.7(b).

“ Purchaser Indemnified Persons ” has the meaning ascribed to such term in Section 9.2(a).

“ Purchaser Material Adverse Effect ” means any change, circumstance, fact, event, or effect that has occurred and is still continuing as of the relevant time of determination that is materially adverse to the business of the Purchaser or its Affiliates, taken as a whole, or the ability of the Purchaser to consummate the transactions contemplated hereby in accordance with the terms hereof.

“ Purchaser’s Representations ” has the meaning ascribed to such term in Section

9.3(a).

“ R&W Insurance Expenses ” has the meaning ascribed to such term in Section

5.10.

“ R&W Insurance Policy ” means an insurance policy on the terms and conditions set forth on Exhibit D.

“ R&W Insurance Provider ” means Illinois Union Insurance Company

“ Reasonable Best Efforts ” means the efforts that a commercially reasonable Person would use to achieve a result in the time period reasonably required to do so.

“ Redemption Agreements ” has the meaning ascribed to such term in the Recitals.

“ Regulatory Law ” means the Sherman Act, as amended, the Clayton Act, as amended, the Hart-Scott-Rodino Antitrust Improvements Act of 1976, the Federal Trade Commission Act, as amended, and all other Laws that are designed or intended to prohibit, restrict, or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition, through merger or acquisition.

“ Release ” means any actual or threatened release, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, abandonment, disposing or allowing to escape or migrate into the environment (including, without limitation, ambient air (indoor or outdoor), surface water, groundwater, land surface or subsurface strata or within any building, structure, facility or fixture).

“ Released Claim ” has the meaning ascribed to such term in Section 5.14.

“ Released Party ” has the meaning ascribed to such term in Section 5.14.

“Releasor Party ” has the meaning ascribed to such term in Section 5.14.

“ Representative ” means, as to any Person, such Person’s Affiliates and its and their directors, officers, employees, agents, advisors (including financial advisors, counsel and accountants), and direct and indirect controlling persons.

“ Required Amounts ” has the meaning ascribed to such term in Section 4.6.

“ Required Information ” means the historical and interim financial statements of the Company set forth in condition 10 of Annex C to the Debt Commitment Letter.

“ Required Statutory Approvals ” means collectively, the filings by the Purchaser and the Company required by Regulatory Laws, if any, and expiration or termination of any applicable waiting periods under Regulatory Laws.

“ Resolution Period ” has the meaning ascribed to such term in Section 1.4(b)(ii).

“ Restructuring ” has the meaning ascribed to such term in the Recitals.

“ Second Redemption ” has the meaning ascribed to such term in the Recitals.

“ Sections ” means the sections in this Agreement.

“ Seller Indemnified Persons ” has the meaning ascribed to such term in Section

9.3(a).

“ Seller Representative ” has the meaning ascribed to such term in the Preamble.

“ Seller Representative Fund ” has the meaning ascribed to such term in Section

25(g).

“ Sellers ” has the meaning ascribed to such term in the Preamble.

“ Sellers’ Representations ” has the meaning ascribed to such term in Section 9.1(a).

“ Software ” means any and all computer software and code, including all new versions, updates, revisions, improvements, and modifications thereof, whether in source code, object code, or executable code format, including systems software, application software (including mobile apps), firmware, middleware, programming tools, scripts, routines, interfaces, libraries, and databases, and all related specifications and documentation, including developer notes, comments and annotations, user manuals, and training materials relating to any of the foregoing.

“ Straddle Period ” has the meaning ascribed to such term in Section 10.3(d)(ii).

“ Subsidiary ” or “ Subsidiaries ” means, with respect to any Person, any and all corporations, partnerships, limited liability companies, and other entities with respect to which such Person, directly or indirectly, owns more than fifty percent (50%) of the securities having the power to elect members of the board of directors or similar body governing the affairs of such entity.

“ Subsidiary Equity Interests ” has the meaning ascribed to such term in Section

3.3(b).

“ Tail Policy ” has the meaning ascribed to such term in Section 5.9(b).

“ Tail Policy Expenses ” has the meaning ascribed to such term in Section 5.9(b).

“ Tail Policy Provider ” means Westchester Surplus Lines Insurance Company.

“ Target Net Working Capital ” means an amount between the Upper Collar Amount and the Lower Collar Amount.

“ Tax ” means any United States federal, state, or local or foreign income, gross receipts, franchise, estimated, alternative minimum, add-on minimum, sales, use, transfer, real property gains, registration, value added, excise, natural resources, severance, stamp, occupation, premium, windfall profit, environmental, customs, duties, real property, personal property, capital stock, social security, unemployment, disability, payroll, license, employee/employment, profits, unclaimed property, taxes under Code Sec. 59A, or other withholding or other tax, of any kind whatsoever, including any interest, penalties, or additions to tax or additional amounts in respect of the foregoing, whether disputed or not and including any obligations to indemnify or otherwise assume or succeed to the Tax liability of any other Person.

“ Tax Gross-Up Amount ” means $3,033,333.33.

“ Tax Return ” means any return, declaration, report, claim for refund, information return, or other documents (including any related or supporting schedules, or statements) filed or required to be filed with any Governmental Authority in connection with the determination, assessment, or collection of any Taxes, or the administration of any Laws or administrative requirements relating to any Taxes, and any amendments thereto.

“ Tax Sharing Agreements ” has the meaning ascribed to such term in Section

3.16(c).

“ Taxing Authority ” means any Governmental Authority with the power to levy, collect or administer Taxes.

“ Trade Secrets ” has the meaning ascribed to such term in the definition of Intellectual Property.

“ Trademarks ” has the meaning ascribed to such term in the definition of Intellectual Property.

“ Transaction ” means those transactions contemplated pursuant to the Transaction

Documents.

“ Transaction Documents ” means this Agreement and each agreement, instrument or document attached hereto as an Exhibit and the other agreements, certificates, and instruments required to be delivered pursuant to this Agreement.

“ Transaction Expenses ” means, as of immediately prior to the Closing, (i) the aggregate of all fees and expenses payable by the Acquired Companies or the Sellers in connection with the consummation of the transactions contemplated hereby (or incurred in connection with the transactions hereunder) including any of the foregoing payable to legal counsel, accountants, investment bankers, financial advisors, brokers, finders, or consultants and (ii) the aggregate amount of all amounts payable by the Acquired Companies with respect to any severance rights, deferred compensation payments, bonus or compensation payment to be paid by the Company in connection with the Closing and similar liabilities triggered by the transactions contemplated by

this Agreement (including, for the avoidance of doubt, any amounts paid to the holders of the Class B Units and Class C Units of the Direct Seller in respect of the redemption of such units and any retention bonus payments payable to any employees under any contract existing prior to the Closing Date) and any Taxes payable by the Acquired Companies in connection therewith; provided, however, that “Transaction Expenses” specifically excludes any expenses incurred by the Acquired Companies or the Sellers caused by the Purchaser; provided, further, that “Transaction Expenses” specifically excludes the R&W Insurance Expenses, the Tail Policy Expenses, the Escrow Agent fees, and the HSR Act related filing fees.

“ Transaction Tax Deductions ” means any Tax deductions relating to (i) the Transaction Expenses, provided that the Company will, if allowable under Law, make an election under Revenue Procedure 2011-29 to deduct seventy percent (70%) of any Transaction Tax Deductions that are success-based fees as defined in Treasury Regulation Section 1.263(a)-5(f), and (ii) repayment of any Indebtedness, including any unamortized deferred financing fees in connection with any such Indebtedness.

“ Transfer Taxes ” has the meaning ascribed to such term in Section 10.3(c).

“ Transferred Equity Interests ” has the meaning ascribed to such term in the

Recitals.

“ Upper Collar Amount ” means an amount equal to Ninety-Eight Million Dollars ($98,000,000).

“ Utilities ” has the meaning ascribed to such term in Section 3.20(a)(viii).

“ Working Capital Collar ” has the meaning ascribed to such term in Section 1.4(b).

“ Working Capital Escrow Account ” has the meaning ascribed to such term in Section 1.1(c).

“ Working Capital Escrow Amount ” means Two Million Dollars ($2,000,000).

27.2 Certain Interpretive Matters. In this Agreement, unless the context otherwise requires:

(a) words of the masculine or neuter gender will include the masculine, neuter, and/or feminine gender, and words in the singular number or in the plural number will each include, as applicable, the singular number or the plural number;

(b) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement, and an express reference to a Person in a particular capacity excludes such Person in any other capacity;

(c) any accounting term used and not otherwise defined in this Agreement or any other Transaction Document has the meaning assigned to such term in accordance with GAAP;

(d) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding or succeeding such term;

(e) reference to any Law means such Law as amended, modified, supplemented, codified, or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder and including by succession of comparable successor Laws and references to all attachments thereto and instruments incorporated therein;

(f) any agreement, instrument, or insurance policy defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument, or insurance policy as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent; provided that any such amendment, waiver, or supplement does not violate the terms of this Agreement;

(g) except as otherwise indicated, all references in this Agreement to the words “Section,” “Schedule,” and “Exhibit” are intended to refer to Sections, Disclosure Schedules or other Schedules, and Exhibits to this Agreement;

(h) unless the context otherwise requires, the words “hereof,” “hereby,” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section, or provision hereof;

(i) unless the context otherwise requires, the term “party” when used in this Agreement means a party to this Agreement;

(j) except when used together with the word “either” or otherwise for the purpose of identifying mutually exclusive alternatives, the term “or” has the inclusive meaning represented by the phrase “and/or”;

(k) all references in this Agreement to “dollars” or “$” mean United States

dollars; and

(l) unless the context otherwise requires, the term “made available” or similar phrases will mean made and remaining fully available to the Purchaser and its Representatives in the Data Room prior to the Purchaser’s execution of this Agreement.

{Signature pages follow}

IN WITNESS WHEREOF, the parties have executed this Equity Purchase Agreement as of the date first written above.

PURCHASER:

HARDWOODS SPECIALTY PRODUCTS US LP

By: Westchester Surplus Lines Insuranc Name: Westchester Surplus Lines Insuranc Title: Westchester Surplus Lines Insuranc

Solely with respect to Sections 1.1, 1.2, 4 and 26, PARENT:

HARDWOODS DISTRIBUTION INC.

By: Westchester Surplus Lines Insuranc Name: Westchester Surplus Lines Insuranc Title: Westchester Surplus Lines Insuranc

[Signature Page to EPA]

BLOCKER SELLER:

BW NOVO AIV III LLC By: Westchester Surplus Lines Insuranc Name: Westchester Surplus Lines Insuranc Title: Westchester Surplus Lines Insuranc

[Signature Page to EPA]

DIRECT SELLER:

BW EMPIRE EQUITY HOLDINGS, LLC

By: Westchester Surplus Lines Insuranc Name: Westchester Surplus Lines Insuranc Title: Westchester Surplus Lines Insuranc

[Signature Page to EPA]

COMPANY:

NOVO BUILDING PRODUCTS HOLDINGS, LLC

By: Westchester Surplus Lines Insuranc Name: Westchester Surplus Lines Insuranc Title: Westchester Surplus Lines Insuranc

[Signature Page to EPA]

SELLER REPRESENTATIVE:

Westchester Surplus Lines Insuranc Name: Westchester Surplus Lines Insuranc

[Signature Page to EPA]

AI assistant

ADENTRA Inc. — M&A Activity 2021

46856_rns_2021-07-05_558c0170-3045-4209-9a05-fb84f11d2771.pdf

EQUITY PURCHASE AGREEMENT

TABLE OF CONTENTS

EQUITY PURCHASE AGREEMENT

RECITALS

AGREEMENT

1. PURCHASE PRICE; CLOSING .

1.4 Purchase Price Adjustment.

(b) Post-Closing Purchase Price Adjustment.

2. REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SELLERS

3. REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE ACQUIRED COMPANIES

3.3 Capitalization of the Company.

3.7 Compliance With Laws.

3.9 Condition of Personal Property.

3.11 Intellectual Property.

3.12 Contracts.

3.16 Tax Matters.

3.17 Employee Benefit Plans; ERISA.

3.20 Real Estate.

(a) Owned Real Property.

(b) Leased Premises.

3.23 Employees.

3.28 Suppliers and Customers.

3.30 Products.

4. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND THE PARENT .

4.1 Organization.

4.2 Necessary Authority.

4.3 No Conflict.

5. COVENANTS OF THE PARTIES

5.7 Post-Closing Employee Benefits and Business.

5.8 Mutual Covenants Regarding Further Action; Efforts.

5.9 Director & Officer Insurance.

5.13 Purchaser’s Acknowledgment.

5.16 Financing Covenant.

6. CLOSING CONDITIONS .

7. CLOSING DELIVERABLES .

8. TERMINATION

9. REMEDIES

9.1 Survival; Exclusive Remedy; R&W Insurance Policy.

9.2 Indemnification by Sellers.

9.3 Indemnification by Purchaser.

9.4 Procedure for Indemnification – Third Party Claims.

9.6 Other Indemnification Covenants.

10. POST CLOSING MATTERS . Following the Closing Date, the parties agree as follows:

10.3 Tax Matters.

(d) Tax Covenants.

20. CHOICE OF LAW; VENUE .

22. REPRESENTATION BY COUNSEL .

23. PARTIES IN INTEREST; NO RECOURSE .

25. SELLER REPRESENTATIVE .

27. DEFINITIONS; INTERPRETATION

Section 1.3.

Section 3.14.

10.3(d)(i).

3.3(b).

3.16(c).

PURCHASER:

HARDWOODS SPECIALTY PRODUCTS US LP

BLOCKER SELLER:

DIRECT SELLER:

COMPANY:

SELLER REPRESENTATIVE:

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