Doman Building Materials Group — M&A Activity 2021

Jun 15, 2021

ASSET PURCHASE AGREEMENT

TABLE OF CONTENTS

ARTICLE I THE ASSET PURCHASE .......................................................................................1	ARTICLE I THE ASSET PURCHASE .......................................................................................1
1.1	Purchase and Sale of Assets .................................................................................................1
1.2	Excluded Assets ...................................................................................................................1
1.3	Assignment and Assumption ...............................................................................................2
1.4	Purchase Price; Payment of Base Purchase Price ................................................................2
1.5	Closing .................................................................................................................................3
1.6	Deliveries at Closing ............................................................................................................3
1.7	No Assignment of Certain Assets ........................................................................................3
1.8	Allocation .............................................................................................................................4
1.9	Proration ...............................................................................................................................4
1.10	Withholding .........................................................................................................................4
ARTICLE II REPRESENTATIONS AND WARRANTIES .....................................................4
2.1	Representations and Warranties of Sellers ..........................................................................4
2.2	Representations and Warranties of Buyer ............................................................................4
2.3	No Survival of Representations and Warranties; Representation and Warranty
	Insurance ..............................................................................................................................5
ARTICLE III FURTHER AGREEMENTS ................................................................................5
3.1	Post-Closing Access to Records ..........................................................................................5
3.2	Certain Employee Benefits Matters .....................................................................................5
3.3	Taxes ....................................................................................................................................6
3.4	Post-Closing Operations of Sellers; Name Changes ............................................................7
3.5	Bulk Sales Compliance ........................................................................................................7
3.6	Certain Restrictive Covenants ..............................................................................................8
3.7	Post-Closing Receipts; Possession of Assets .....................................................................10
3.8	Post-Closing Real Property Matters...................................................................................10
3.9	Further Assurances.............................................................................................................10
ARTICLE IV MISCELLANEOUS ............................................................................................11
4.1	Press Releases and Announcements ..................................................................................11
4.2	Survival ..............................................................................................................................11
4.3	No Third Party Beneficiaries .............................................................................................11
4.4	Disclosure Letter ................................................................................................................11
4.5	Entire Agreement ...............................................................................................................11
4.6	Succession and Assignment ...............................................................................................11
4.7	Counterparts .......................................................................................................................12
4.8	Notices ...............................................................................................................................12
4.9	Governing Law ..................................................................................................................12
4.10	Amendments and Waivers .................................................................................................12
4.11	Severability ........................................................................................................................13
4.12	Expenses ............................................................................................................................13
4.13	Specific Performance .........................................................................................................13
4.14	Submission to Jurisdiction; Waiver of Jury Trial ..............................................................13
4.15	Further Assurances.............................................................................................................13
4.16	Interpretation; Construction ...............................................................................................14

(i)

EXHIBITS

EXHIBIT A DEFINED TERMS EXHIBIT B REPRESENTATIONS AND WARRANTIES OF SELLERS EXHIBIT C REPRESENTATIONS AND WARRANTIES OF BUYER

(ii)

ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT (the “ Agreement ”) is entered into as of June 4, 2021, by and among Hixson Lumber Sales, Inc., an Arkansas corporation, Hixson Lumber Sales of Carrollton, Inc., a Texas corporation, Hixson Lumber Sales of Gilmer, Inc., a Texas corporation, Hixson Lumber Sales of Louisiana, Inc., a Louisiana corporation, Hixson Lumber Sales of MS, Inc., a Mississippi corporation, Hixson Lumber Sales of Houston, Inc., a Texas corporation, Hixson Lumber Sales of Illinois, Inc., an Illinois corporation, Hixson Lumber Sales of Texas, Inc., a Texas corporation, Hixson Lumber Sales of Missouri, Inc., a Missouri corporation, Hixson Lumber Sales of Indiana, Inc. an Indiana corporation, and Hixson Lumber Sales of Tennessee, Inc. a Tennessee corporation, (each a “ Seller ” or a “ Company ” and collectively, “ Sellers ” or “ Companies ”), and Hixson Lumber Company, LLC, a Delaware limited liability company (“ HLC ”), and Hixson Property Holdings, LLC, a Delaware limited liability company (“ HPH ”, and together with HLC, “ Buyer ”). The term “Buyer” shall also include any Affiliates of Buyer as may be designated by Buyer to purchase all or any portion of the Acquired Assets or to assume all or any portion of the Assumed Liabilities. Sellers and Buyer are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined in this Agreement shall have the meanings set forth on Exhibit A.

RECITALS

WHEREAS , Sellers wish to sell and assign to Buyer, and Buyer wishes to purchase and assume from Sellers, the Acquired Assets (as defined herein) and the Assumed Liabilities (as defined herein), subject to the terms and conditions set forth herein.

NOW, THEREFORE , in consideration of the foregoing recitals and the mutual representations, warranties, covenants and promises contained herein, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

AGREEMENT

ARTICLE I THE ASSET PURCHASE

1.1 Purchase and Sale of Assets

Upon and subject to the terms and conditions of this Agreement, at the Closing, Sellers shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Sellers, all right, title and interest in and to all of the assets, rights, properties, claims, contracts and business of Sellers used in, relating to, necessary or useful for the conduct of the Business, of every kind, nature, character and description, tangible and intangible, real, personal or mixed, wherever located and of whichever Seller (collectively, the “ Acquired Assets ”), including, without limitation, the assets set forth on Schedule 1.1 of this Agreement.

1.2 Excluded Assets

Notwithstanding anything to the contrary contained in Section 1.1 or elsewhere in this Agreement, other than the Acquired Assets set forth in Section 1.1 (including Schedule 1.1 of this Agreement), Sellers are not selling, assigning, transferring, conveying or delivering to Buyer those assets,

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properties, rights, titles or interests of any kind or nature; owned or leased by Sellers (collectively, the “ Excluded Assets ”) set forth on Schedule 1.2 of this Agreement.

1.3 Assignment and Assumption

Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge: (a) the Liabilities of the Companies arising after the Closing under the Assumed Contracts and Permits assumed by Buyer hereunder, but only to the extent that such Liabilities do not relate to or arise out of any breach, default, violation or other action or inaction by Sellers at or prior to the Closing; (b) the Liabilities of the Companies relating to or arising out of product liabilities and warranty claims for products which were shipped on or before the Closing Date; and (c) any accrued but unused vacation, personal or sick time to which any Transferred Employee is entitled pursuant to the vacation, personal or sick policies applicable to such Transferred Employee immediately prior to the Closing Date (collectively, the “ Assumed Liabilities ”). Other than the Assumed Liabilities, Buyer does not and will not assume any Liability of any kind, character or description relating to any Seller, the Business or the use of the Acquired Assets or Excluded Assets, or the performance by any Seller under the Assumed Contracts prior to the Effective Time, whether known or unknown, absolute or contingent, accrued or unaccrued, disputed or undisputed, liquidated or unliquidated, secured or unsecured, joint or several, due or to become due, vested or unvested, executory, determined, determinable or otherwise, and whether or not such Liabilities are required to be accrued on the financial statements of any Seller (collectively, the “ Excluded Liabilities ”). All of the Excluded Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged when due solely by Sellers, and Sellers shall indemnify and hold Buyer harmless from and against, and shall pay and reimburse Buyer for, any and all loss, cost or expense incurred, sustained by or imposed on Buyer based upon, arising out of or relating to any Excluded Liability. Without limiting the foregoing, Buyer expressly disclaims any Liability for any of the Liabilities set forth on Schedule 1.3 (which shall be included in the term “ Excluded Liability ”).

1.4 Purchase Price; Payment of Base Purchase Price

• (a) The aggregate purchase price (the “ Purchase Price ”) for the Acquired Assets and the Consulting Agreement shall be an amount equal to: (i) [ redacted ] (the “ Base Purchase Price ”); plus (ii) the Inventory Payment (as defined, calculated and paid pursuant to Schedule 1.4(b); plus (iii) the Deferred Payment, if any (as defined, calculated and paid pursuant to Section 1.4(c) hereof).

• (b) At the Closing, Buyer shall pay the Base Purchase Price to the Companies in cash, by wire transfer of immediately available funds, to such bank account(s) as shall be designated in writing by the Companies, which account information shall be provided to Buyer no less than five (5) business days prior to Closing.

• (c) On the twelve (12)-month anniversary of the Closing, Buyer shall pay an amount up to [ redacted] , which amount may be reduced by Buyer, in Buyer’s sole discretion, to reflect Buyer’s determination of (i) [redacted] and (ii) [ redacted ], which determination shall be made by Buyer in its sole discretion and to its sole satisfaction. The amount, if any, determined to be payable by Buyer in accordance with the foregoing sentence shall be the “Deferred Payment” and shall be paid by

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the Buyer to the Companies in cash, by wire transfer of immediately available funds, to such bank account(s) as shall be designated in writing by the Companies within ten (10) business days following the end of the twelve (12)-month anniversary of the Closing.

1.5 Closing

The closing of the transactions provided for in this Agreement (the “ Closing ”) will take place by facsimile or portable document format (.pdf) transmission of the signature pages to this Agreement and all Ancillary Agreements and documentation on the date hereof (the “ Closing Date ”), unless the Parties otherwise agree in writing. For tax and accounting purposes, the Closing shall be deemed to be effective as of 11:59 p.m. United States Central Time on the Closing Date (the “ Effective Time ”).

1.6 Deliveries at Closing

• (a) Sellers’ Deliveries at Closing. At or prior to the Closing, Sellers shall execute or cause to be executed, as appropriate, and deliver to Buyer the items set forth on Schedule 1.6(a) of this Agreement.

• (b) Buyer’s Deliveries at Closing. At or prior to the Closing, Buyer shall execute or cause to be executed, as appropriate, and deliver to Sellers the items set forth on Schedule 1.6(b) of this Agreement.

1.7 No Assignment of Certain Assets

To the extent that Sellers’ rights under any Acquired Asset may not be assigned to Buyer without the Consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same (and, unless Buyer consents, the same shall not become an Acquired Asset) if an attempted assignment would constitute a breach thereof, impose a charge, discount or penalty thereon or be unlawful, and Sellers shall use reasonable best efforts to obtain any such required Consent(s) as promptly as possible. If, as of the Closing, any such Consent has not been obtained or if any attempted assignment would be ineffective or would impair Buyer’s rights under the Acquired Asset in question so that Buyer would not in effect acquire the benefit of all such rights, Sellers shall cooperate to the maximum extent permitted by Law with Buyer in any reasonable arrangement requested by Buyer designed to provide such benefits to Buyer, at Sellers’ expense. In the event that any Permits may not be assigned at the Closing, Sellers acknowledge and agree that, with respect to such Permits, subsequent to the Closing (a) Buyer may continue to operate the Business under and pursuant to such Permits (to the extent permitted by Law), (b) none of the Sellers (or their Affiliates) will object to Buyer’s operation of the Business in such manner, (c) none of the Sellers (or their Affiliates) shall rescind, cancel or modify any such Permits or provide any notices to any applicable Governmental Entity with respect to such Permits (unless required by Law and then only after providing drafts of any such notices to Buyer at least 10 Business Days prior to providing such notices to any Governmental Entity) without the written consent of Buyer, and (d) Sellers shall cooperate with Buyer to the maximum extent permitted by Law in any reasonable arrangement requested by Buyer designed to provide the benefits of such Permits to Buyer. Once the applicable Consent of any such asset not sold, assigned, transferred, conveyed or delivered at the Closing is obtained, then such asset shall be deemed to be immediately

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sold, assigned, transferred, conveyed and delivered to Buyer for no additional consideration (and such asset shall become an Acquired Asset).

1.8 Allocation

The Purchase Price (plus the Assumed Liabilities to the extent properly taken into account under the Code) shall be allocated among the Acquired Assets in accordance with Section 1060 of the Code (the “ Allocations ”). Buyer and Sellers will use good faith efforts to mutually agree upon the Allocations within ninety (90) days of the Closing Date. If the Parties are able to reach agreement on the Allocations, each of Buyer and Sellers agrees to (a) be bound by the Allocations, (b) act in accordance with the Allocations in the filing of all Tax Returns (including, without limitation, filing Form 8594 with their United States federal income Tax Return for the taxable year that includes the Closing Date) and in the course of any Tax audit, Tax review or Tax litigation related thereto and (c) take no position and cause or permit their respective Affiliates to take no position inconsistent with the Allocations for income Tax purposes, including United States federal and state income Tax and foreign income Tax, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code. If, after good faith efforts, the Parties are unable to reach an agreement on the Allocations, each of Buyer and Sellers shall be free to determine its own Allocations for applicable Tax purposes.

1.9 Proration

All property and ad valorem Taxes, leasehold rentals, license fees and other customarily proratable items payable subsequent to the Closing Date and relating to a period of time that includes but does not begin or end with the Closing Date (a “ Straddle Period ”) will be prorated as of the Closing Date between Sellers as a group, on the one hand, and Buyer on the other hand. If the actual amount of any such item is not known as of the Closing Date, the aforesaid proration shall be based on the previous year’s assessment of such item and the Parties agree to adjust said proration and pay any underpayment or reimburse for any overpayment upon the later of: (i) September 1, 2021, and (ii) thirty (30) days after the actual amount becomes known.

1.10 Withholding

Buyer shall be entitled to deduct and withhold from the Purchase Price all Taxes that Buyer may be required to deduct and withhold under any provision of Tax Law. All such withheld amounts shall be treated as delivered to the applicable Sellers hereunder.

ARTICLE II REPRESENTATIONS AND WARRANTIES

2.1 Representations and Warranties of Sellers

Sellers, jointly and severally, hereby represent and warrant to Buyer that the statements contained in Exhibit B are true, correct and complete as of the Closing Date.

2.2 Representations and Warranties of Buyer

Buyer hereby represents and warrants to Sellers that the statements contained in Exhibit C are true, correct and complete as of the Closing Date.

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2.3 No Survival of Representations and Warranties; Representation and Warranty Insurance

None of the representations and warranties contained in this Agreement, the Exhibits hereto or in any certificate delivered by any Party at the Closing will survive the Closing. Following the Closing, Buyer shall have no claim or recourse against Sellers for any breach of any representation or warranty contained in this Agreement and the sole recourse of Buyer for any Liabilities or losses for all claims for any breach of a representation or warranty of the Sellers under this Agreement shall be against the R&W Policy. Notwithstanding anything else contained herein, nothing in this Agreement or any of the Ancillary Agreements shall operate to limit or eliminate the Sellers’ common law liability for fraud or Seller’s agreement to pay the Retained Liabilities when due. Buyer shall cause the R&W Policy to expressly provide that the policy provider shall not pursue subrogation rights with respect to the Sellers, unless the Liabilities or losses are caused by the fraud of the Sellers.

ARTICLE III FURTHER AGREEMENTS

3.1 Post-Closing Access to Records

In order to facilitate preparation of Tax Returns, responses to audits, the prosecution or defense of third party claims and for any other reasonable purpose, for a period of six (6) years after the Closing Date, Buyer shall: (a) retain the Books and Records relating to periods prior to the Closing; and (b) upon reasonable notice, afford Sellers and their representatives reasonable access, during normal business hours, to such Books and Records. For a period of six (6) years after the Closing Date, Seller shall: (i) retain the books and records of Sellers which relate to the Business and its operations for periods prior to the Closing; and (ii) upon reasonable notice, afford representatives of Buyer reasonable access, during normal business hours, to such books and records. Neither Buyer nor Sellers shall be obligated to provide the other Parties with access to any books or records pursuant to this Section 3.1(i) where such access (A) would violate any Law or (B) could undermine or otherwise jeopardize attorney-client privilege or result in a conflict of interest or (ii) in the event of any pending or threatened Proceeding among the Parties.

3.2 Certain Employee Benefits Matters

• (a) Pre-Closing Conduct; Other Liabilities. Sellers shall, effective as of the Closing, terminate the employment of any employees of Sellers, for whom Buyer has indicated in writing its desire to offer employment effective as of the Closing (each, a “ Former Seller Employee ”). Other than as set forth in Section 1.3(c) of this Agreement, each Seller shall be liable for all Liabilities arising as a result of, or related to, the employment of its respective employees (including the Former Seller Employees) prior to and, except with respect to the Transferred Employees (as defined below), after the Closing Date, as well as any amounts to which any employee becomes entitled under any Employee Benefit Plan that exists or arises (or may be deemed to exist or arise) under any applicable Law or otherwise, as a result of, or in connection with, (i) the sale of the Acquired Assets hereunder, or (ii) the termination of the employment of any Former Seller Employees by Sellers effective as of the Closing Date. Buyer shall be liable for all Liabilities that arise

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due to the employment of any Transferred Employee on or after the Closing Date by Buyer or the termination of employment of any such employee by Buyer after the Closing Date. Buyer shall have no Liability with respect to any employee of Seller, except with respect to the post-Closing liabilities relating to the Transferred Employees expressly provided for in this Section 3.2 and pursuant to Section 1.3(c).

• (b) Offer of Employment. Buyer shall offer employment commencing on the Closing Date to all Former Seller Employees contingent upon satisfactory completion of any employment eligibility requirements required by Buyer. Those persons who accept Buyer’s offer of employment and who commence working with Buyer on the Closing Date shall hereafter be referred to as “ Transferred Employees; ” provided, however, that nothing in this Agreement (i) guarantees any Transferred Employee employment with Buyer for any period of time, (ii) causes any Transferred Employee to be employed on any basis other than on an “ at-will ” basis or (iii) in any way restricts Buyer’s right to terminate the employment of any Transferred Employee after the Closing Date.

• (c) Employee Benefit Plans. Sellers shall, on a joint and several basis, be solely liable for the performance of all obligations, and the provision of all compensation and benefits, under all Employee Benefit Plans, it being understood that Buyer is not assuming any Employee Benefit Plan. Employees of the Companies who are offered, and accept, employment with Buyer pursuant to the provisions of Section 3.2(b) will be eligible to participate in the employee benefit plans and programs adopted by Buyer or its Subsidiaries from time to time, subject to the terms and conditions of such plans and programs, as they may be amended from time to time by Buyer and/or its Subsidiaries.

3.3 Taxes

• (a) Transfer Taxes. Sellers and Buyer shall file all Tax Returns required to be filed to report and pay any Transfer Taxes imposed on each of them by applicable Law with respect to the transactions contemplated by this Agreement. Notwithstanding such requirement of Law, in the event that any state, county or local Transfer Taxes are deemed to be payable in connection with the transfer of the Acquired Assets or the assumption of the Assumed Liabilities, all such Transfer Taxes shall be borne equally by Buyer, on the one hand, and Sellers as a group, on the other hand. Sellers and Buyer shall timely file any Transfer Tax Returns as required by Law and shall notify the other when such filings have been made. Sellers and Buyer shall cooperate and consult with each other prior to filing such Transfer Tax Returns to ensure that all such Tax Returns are filed in a consistent manner. The Parties agree that the Acquired Assets constitute the entire operating assets of a separate division, branch or identifiable segment of each of Sellers’ businesses within the meaning of Texas Comptroller’s Sales Tax Rule 34 Tex. Admin. Code Section 3.316(d) and Texas Tax Code Section 151.304(b)(2) and, accordingly, the sales of the Acquired Assets should qualify as an occasional sale exempt from Texas sales tax pursuant to Texas Comptroller’s Sales Tax Rule 34 Tex. Admin. Code Section 3.316 and Texas Tax Code Section 151.304. Sellers shall timely provide Buyer with

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completed and signed Texas occasional sale exemption forms and any other forms, certificates or documents necessary or advisable to support the Tax exempt nature of any portion of the acquisition of the Acquired Assets pursuant to this Agreement (including, without limitation, Texas Form 01-907). The Parties agree that they shall take all other commercially reasonable action to qualify for exemption from sales taxes or otherwise reduce sales taxes in any other applicable jurisdiction. Buyer and Sellers agree not to file any Tax Return in a manner inconsistent with the application of said occasional sale exemption, except as required by applicable Law.

• (b) Payment of Taxes; Tax Returns. Sellers shall timely pay, or cause to be paid, and indemnify and hold harmless the Buyer and its affiliates regarding, any and all Taxes included in Excluded Liabilities. Sellers shall, at Sellers’ sole cost and expense, timely file: (a) all non-income Tax Returns to be filed prior to the Closing Date with respect to the Acquired Assets, Business, or Sellers’ employees, and (b) all income Tax Returns of Sellers. Buyer, at its sole cost and expense, shall timely file all non-income Tax Returns with respect to the Business, Acquired Assets, or Former Seller Employees due after the Closing Date and all Tax Returns of Buyer; provided, however, that Sellers shall promptly reimburse Buyer to the extent that any payment, cost or expense Buyer is required to make in connection with filing such Tax Returns relates to a taxable period ending on or prior to the Closing Date or is a Tax included in Excluded Liabilities.

• (c) Cooperation. Buyer and Sellers shall (and shall cause their respective Affiliates to) cooperate in the preparation of any Tax Return and the conduct of any Tax audits or other Proceedings relating to the determination of any Tax for any taxable periods for which one Party could reasonably require the assistance of the other Parties in obtaining any necessary information.

3.4 Post-Closing Operations of Sellers; Name Changes

From and after the Closing, Sellers will cease all operations related to the Business as conducted prior to the Closing. Sellers acknowledge and agree that the name “Hixson Lumber Sales” is included among the Acquired Assets hereunder. Promptly following the Closing, each of the Sellers shall change its name to a name that is not confusingly similar to the name set forth in the preceding sentence or any derivation thereof. Sellers shall file, as promptly as practicable, such documents as are necessary to reflect the change in such Person’s name contemplated by this Section 3.4 in its state of organization and in each state in which it is qualified to do business as a foreign entity. From and after the Closing, Sellers shall not, and shall cause their Affiliates to not, use further, directly or indirectly, without the prior written consent of Buyer or as set forth in the Personal Use Agreement between Buyer and [ redacted ] and [ redacted ] delivered herewith (the “ Personal Use Agreement ”), the name “Hixson Lumber Sales” or any other name which is confusingly similar thereto or is a derivation thereof.

3.5 Bulk Sales Compliance

Except as otherwise provided herein, Buyer hereby waives compliance by Sellers with the provisions of the bulk sales Laws of any state, insofar as any such Laws may apply to the

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transactions contemplated herein; provided, however, that Buyer does not waive Sellers’ compliance with any applicable bulk sales or similar Law relating to any Tax. Sellers hereby covenant and agree to pay and discharge when due all claims of creditors, other than the Assumed Liabilities, and of any applicable Governmental Authority that could be asserted against Buyer by reason of such non-compliance by Sellers.

3.6 Certain Restrictive Covenants

• (a) Confidentiality. Sellers acknowledge that the business and the business objectives of Buyer involve the acquisition of the Acquired Assets, including confidential and proprietary information relating to Sellers and the Acquired Assets, as well as the goodwill of Sellers, for good and valuable consideration, the sufficiency of which is hereby acknowledged. Sellers acknowledge and agree that it would be unfair to divulge or utilize such information relating to such business and the Acquired Assets or goodwill. Therefore, none of the Sellers shall use or divulge any trade secrets, customer or supplier lists, pricing information, marketing arrangements or strategies, business plans, internal performance statistics, training manuals, personnel information, Intellectual Property or any other information concerning the Acquired Assets, Buyer or its Affiliates (“ Confidential Information ”); provided, however, that the covenants contained in this Section 3.6(a) shall not apply to the following: (i) information that is or becomes generally available to the public other than as a result of a disclosure by Sellers in violation of the terms of this Section 3.6(a) or any other terms of this Agreement, or by any Affiliate of Sellers in violation of the terms of any Ancillary Agreement; (ii) information that is or becomes available to Sellers from a third party who is not, at the time of receipt, bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligations of confidentiality to, Buyer or any of its Affiliates or any other Person with respect to such information; or (iii) information that Sellers are legally compelled to disclose by judicial or administrative process or by other requirements of Law; provided, however, that in the case of disclosure compelled by judicial or administrative process, Sellers shall notify Buyer promptly of the request or requirement so that Buyer and/or its Affiliates may seek an appropriate protective order or waive compliance with the provisions of this Section 3.6.

• (b) Non-Competition. In exchange for Buyer’s agreements herein, including the acquisition, directly or indirectly, of Confidential Information and business goodwill of Sellers and the Acquired Assets for good and valuable consideration, the sufficiency of which is hereby acknowledged, each Seller, [ redacted ], [ redacted ] and [ redacted ] hereby agrees that for a period of five (5) years after the Closing Date (the “ Covenant Period ”), each Seller and [ redacted ], [ redacted ] and [ redacted ] shall not either for itself or through any Person, directly or indirectly, engage in, participate in, or permit such Person’s name to be used by any enterprise engaging in or participating in, any business activity or enterprise in the United States that could compete in any way with the Restricted Business. For purposes of this Agreement, the term “participate” includes any direct or indirect interest in any enterprise, whether as a stockholder, member, partner, joint venturer, franchisor, franchisee, executive or otherwise (other than by ownership of less than two and one-half percent (2.5%) of the stock of a publicly held corporation) or lending

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money to or rendering any direct or indirect service or assistance to any Person, including, without limitation, as an employee or consultant (whether paid or unpaid).

• (c) Non-Solicitation of Customers or Suppliers. Each Seller shall not, during the Covenant Period, either directly or indirectly, for its own benefit or the benefit of any other Person, accept, solicit, attempt to solicit, divert or attempt to divert from Buyer or any of its Affiliates or its successors in interest following the Closing Date, the business or patronage of any customers or suppliers of any Seller, Buyer or any of its Affiliates as of the Closing Date (or as of any time during the two (2) year period immediately preceding the Closing Date), or in any way interfere with, disrupt or attempt to disrupt any relationships existing as of the Closing Date (or as of. any time during the three (3) year period immediately preceding the Closing Date) between Buyer or any of its Affiliates and any such customers or suppliers or other individuals or entities or pertaining to the business of Buyer or any of its Affiliates proposed to be conducted following the Closing.

• (d) Non-Solicitation of Employees. Except as set forth on Schedule 3.6(d) of this Agreement, each Seller shall not, during the Covenant Period, either directly or indirectly, for its own benefit or the benefit of any other Person, hire, solicit or attempt to solicit, induce or attempt to induce, any individual who is then employed (or was employed during such five (5) year period) by Buyer or any of its Affiliates or its successors in interest, to leave his or her employment with Buyer or any of its Affiliates or its successors in interest.

• (e) Injunctive Relief for Breach. Each Seller acknowledges and agrees that the restrictions and covenants contained or referenced in this Section 3.6 are reasonably necessary to protect the legitimate business interests of Buyer and its Affiliates and that any violation of such restrictions will result in irreparable injury and harm to Buyer and its Affiliates or its successors in interest, for which damages will not be an adequate remedy. Each Seller specifically acknowledges and agrees that Buyer and/or any of its Affiliates shall be entitled, in addition to any other available remedy, to injunctive relief for a breach or threatened breach of any restriction contained in this Section 3.6 and to specifically enforce the provisions of this Section 3.6 and the terms and provisions hereof without the necessity of posting a bond or other security, and that none of Sellers will oppose such relief on the grounds that there exists an adequate remedy at Law.

• (f) Enforceability. If any provision contained in this Section 3.6 shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section 3.6, but this Section 3.6 shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. Notwithstanding the foregoing, it is the intention of the Parties that if any of the restrictions or covenants contained in this Section 3.6 is held to cover a geographic area or to be for a length of time which is not permitted by Law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under Law, a court of competent

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jurisdiction shall construe and interpret or reform this Section 3.6 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such Law.

3.7 Post-Closing Receipts; Possession of Assets

If, after the Closing Date, any Party receives any funds properly belonging to another Party in accordance with the terms of this Agreement, the receiving Party will promptly advise such other Party, will hold such funds in trust for the benefit of such other Party and will promptly deliver such funds, but in any event within ten (10) days after its receipt thereof, together with any interest earned thereon, to an account or accounts designated in writing by such other Party. In the event that, after the Closing Date, Buyer receives or otherwise is in possession of any Excluded Asset, Buyer shall promptly notify Sellers of its receipt or possession of the Excluded Asset and transfer such Excluded Asset to Sellers. In the event that, after the Closing Date, any Seller receives or otherwise is in possession of any Acquired Asset, such Seller shall promptly notify Buyer of its receipt or possession of the Acquired Asset and transfer such Acquired Asset to Buyer.

3.8 Post-Closing Real Property Matters

• (a) [ redacted ]

• (b) If, after Closing, Buyer determines that the title to a Qualified Owned Real Property is not Marketable Title, then (i) Buyer, at Seller’s expense, may undertake those actions required to make the title thereto Marketable Title, and Seller shall assist, and cooperate, in connection therewith, including, without limitation, executing required documentation and (ii) Seller shall indemnify Buyer and its Affiliates, and shall hold each of them harmless from and against, and hold each of them harmless from and against, and shall pay and reimburse each of them for, all Loss caused by, arising from or relating to the failure of Seller to deliver at Closing Marketable Title to any Qualified Owned Real Property.

• (c) Notwithstanding the foregoing to the contrary, title to a parcel of Qualified Owned Real Property is deemed to be Marketable Title if either or both:

• (i) Satisfaction of the conditions for policy issuance set forth in the parcel’s commitment for title insurance identified on attached Schedule I; or

• (ii) Buyer has not informed Seller in writing to the contrary by the first anniversary of the Closing Date.

3.9 Further Assurances

Following the Closing, each of the parties hereto shall, and shall cause their respective Affiliates to, execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement and the Ancillary Documents.

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ARTICLE IV MISCELLANEOUS

4.1 Press Releases and Announcements

No Party shall issue (and each Party shall cause its Affiliates not to issue) any press release or public disclosure relating to the subject matter of this Agreement without the prior written approval of the other Parties; provided, however, that, upon the giving of written notice to the other Parties, any Party may make any public disclosure it believes, in good faith, is required by law, regulation or stock exchange rule.

4.2 Survival

All covenants and agreements contained herein which by their terms are to be performed in whole or in part, or which prohibit actions, subsequent to the Closing shall survive the Closing in accordance with their terms.

4.3 No Third Party Beneficiaries

This Agreement shall not confer any rights or remedies upon any Person (including with respect to any employee or former employee of any Seller, Buyer or any of their Affiliates, any Transferred Employees, any right to employment or contractual employment for any specified period) other than the Parties and their respective successors and permitted assigns and, to the extent specified herein, their respective Affiliates.

4.4 Disclosure Letter

The disclosure letter delivered by Sellers to the Buyer (the “ Disclosure Letter ”) has been arranged for purposes of convenience in separately numbered sections corresponding to the sections of this Agreement; however, any matters disclosed in any other section of the Disclosure Letter shall qualify other representations and warranties set forth in Exhibit B to the extent that the relevance of such matter, fact or item is reasonably apparent on the face thereof.

4.5 Entire Agreement

This Agreement, including the documents to be delivered hereunder, constitute the entire agreement between Buyer, on the one hand, and Sellers, on the other hand. This Agreement supersedes any prior understandings, agreements, or representations by or between Buyer, on the one hand, and Sellers, on the other hand, whether written or oral, with respect to the subject matter hereof. The Exhibits and Schedules identified in this Agreement are incorporated herein by reference and made a part hereof.

4.6 Succession and Assignment

This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Parties; provided, however, that Buyer may assign this Agreement and its rights hereunder to any

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Subsidiary or Affiliate thereof or to any lender providing financing to Buyer or any of its Subsidiaries or Affiliates for collateral security purposes.

4.7 Counterparts

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Each party agrees that the electronic signatures, whether digital or encrypted, of the parties included in this Agreement, if any, are intended to authenticate this writing and to have the same force and effect as manual signatures. The term “electronic signature” means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including facsimile or email electronic signatures. The exchange of copies of this Agreement and of signature pages by PDF or by facsimile transmission shall constitute effective execution and delivery of this Agreement as to the Parties and may be used in lieu of the original Agreement for all purposes. Signatures of the Parties transmitted by PDF or facsimile shall be deemed to be their original signatures for all purposes.

4.8 Notices

All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (i) when delivered by hand (with written confirmation of receipt); (ii) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (iii) on the date sent by facsimile or e-mail of a PDF document if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient; or (iv) on the third (3[rd] ) day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. All such Communications must be sent to the respective Parties at the addresses set forth on the signature pages hereto (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 4.8).

4.9 Governing Law

This Agreement shall be governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Texas.

4.10 Amendments and Waivers

No amendment or waiver of any provision of this Agreement shall be valid unless the same shall be in writing and signed by all of the Parties. No waiver by any Party of any default, misrepresentation, or breach of warranty or covenant hereunder shall be deemed to extend to any prior or subsequent default, misrepresentation or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

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4.11 Severability

If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

4.12 Expenses

Except as otherwise specifically provided to the contrary in this Agreement, each of the Parties shall bear its own costs and expenses (including legal fees and expenses) incurred in connection with this Agreement and the transactions contemplated hereby. In the event that any Proceeding is instituted concerning or arising out of this Agreement or any transaction contemplated hereunder, the prevailing Party shall recover such Party’s reasonable attorneys’ fees and costs incurred in each such Proceeding.

4.13 Specific Performance

Each Party acknowledges and agrees that the other Parties would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached and that any such violation or breach will result in irreparable injury and harm to the other Parties for which damages will not be an adequate remedy. The Parties specifically acknowledge and agree that the Parties shall be entitled, in addition to any other available remedy, to injunctive relief for a violation or breach of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof without the necessity of posting a bond or other security, and that none of the Parties will oppose such relief on the grounds that there exists an adequate remedy at Law.

4.14 Submission to Jurisdiction; Waiver of Jury Trial

Each Party (a) submits to the exclusive jurisdiction of any state or federal court sitting in Dallas County, Texas in any action or proceeding arising out of or relating to this Agreement, (b) agrees that all claims in respect of such action or proceeding may be heard and determined only in any such court and (c) agrees not to bring any action or proceeding arising out of or relating to this Agreement in any other court. Each Party waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of the other Party with respect thereto. Any Party may make service on another Party by sending or delivering a copy of the process to the Party to be served at the address and in the manner provided for the giving of notices in Section 4.8. Nothing in this Section 4.14, however, shall affect the right of any Party to serve legal process in any other manner permitted by law. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING TO WHICH THEY ARE PARTIES INVOLVING ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

4.15 Further Assurances

In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each Party to this Agreement shall take all such reasonable necessary

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action. The Parties shall execute any additional instruments necessary to consummate the transactions contemplated hereby. Following the Closing, promptly upon Buyer’s request, Sellers shall execute and deliver quitclaim deeds with respect to any survey legal descriptions that Buyer obtains.

4.16 Interpretation; Construction

• (a) Each Seller acknowledges and agrees that Dorsey & Whitney LLP is legal counsel to Buyer and does not represent such Seller in any capacity. Sellers did not engage legal counsel with respect to the transactions contemplated by this Agreement. [ redacted ] This Agreement has been drafted jointly by the Parties. In the event an ambiguity or question of intent arises, no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement or with respect to the decision of any Party to retain or not retain legal or other advisors.

• (b) For all purposes of this Agreement, except as otherwise expressly provided: (i) the terms defined in this Agreement include the plural as well as the singular; (ii) all references in this Agreement to designated “Articles,” “Sections,” “Exhibits,” and other subdivisions are to the designated Articles, Sections, Exhibits, and other subdivisions of the body of this Agreement; (iii) the Section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement; (iv) the words “herein,” “hereof’ and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision; (v) the word “or” is not exclusive; (vi) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”; (vii) any definition of or reference to any law, act, agreement, instrument or other document herein shall be construed as referring to such law, act, agreement, instrument or other document as from time to time amended, supplemented or otherwise modified and, in the case of such law or act, includes any successor legislation thereto and any regulations promulgated thereunder; and (viii) all accounting terms shall have the meanings assigned to them under GAAP. Whenever an action must be taken hereunder on or by a day that is not a Business Day, such action may be validly taken on or by the next day that is a Business Day.

[Remainder of page intentionally left blank]

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

SELLERS:

HIXSON LUMBER SALES, INC. , an Arkansas corporation

Per: [ redacted ] Per: [ redacted ] Name: [ redacted ] Name: [ redacted ] Title: [ redacted ] Title: [ redacted ]

HIXSON LUMBER SALES OF GILMER, INC. , a Texas corporation

Per: [ redacted ] Per: [ redacted ] Name: [ redacted ] Name: [ redacted ] Title: [ redacted ] Title: [ redacted ]

HIXSON LUMBER SALES OF MS, INC. , a Mississippi corporation

Per: [ redacted ] Per: [ redacted ] Name: [ redacted ] Name: [ redacted ] Title: [ redacted ] Title: [ redacted ]

HIXSON LUMBER SALES OF ILLINOIS INC. , a Illinois corporation

Per: [ redacted ] Per: [ redacted ] Name: [ redacted ] Name: [ redacted ] Title: [ redacted ] Title: [ redacted ]

HIXSON LUMBER SALES OF CARROLLTON, INC. , a Texas corporation

Per: [ redacted ] Per: [ redacted ] Name: [ redacted ] Name: [ redacted ] Title: [ redacted ] Title: [ redacted ]

[Signature Page to Asset Purchase Agreement]

HIXSON LUMBER SALES OF LOUISIANA, INC. , a Louisiana corporation

Per: Per: [ redacted ] Name: [ redacted ] Name: [ redacted ] Title: [ redacted ] Title: [ redacted ]

HIXSON LUMBER SALES OF HOUSTON, INC. , a Texas corporation

Per: [ redacted ] Per: [ redacted ] Name: [ redacted ] Name: [ redacted ] Title: [ redacted ] Title: [ redacted ]

HIXSON LUMBER SALES OF TEXAS, INC. , a Texas corporation

Per: [ redacted ] Per: [ redacted ] Name: [ redacted ] Name: [ redacted ] Title: [ redacted ] Title: [ redacted ]

HIXSON LUMBER SALES OF MISSOURI, INC. , a MISSOURI corporation

Per: [ redacted ] Per: [ redacted ] Name: [ redacted ] Name: [ redacted ] Title: [ redacted ] Title: [ redacted ]

HIXSON LUMBER SALES OF INDIANA, INC. , a INDIANA corporation

Per: [ redacted ] Per: [ redacted ] Name: [ redacted ] Name: [ redacted ] Title: [ redacted ] Title: [ redacted ]

HIXSON LUMBER SALES OF TENNESSEE, INC. , a TENNESSEE corporation

Per: [ redacted ] Per: [ redacted ] Name: [ redacted ] Name: [ redacted ] Title: [ redacted ] Title: [ redacted ]

[Signature Page to Asset Purchase Agreement]

Notices.: [ redacted ]

Address: Attn: Phone: Email:	[redacted]
	[redacted]
	[redacted]
	[redacted]

[Signature Page to Asset Purchase Agreement]

FOR THE PURPOSES OF SECTION 3.6 OF THE AGREEMENT, ACKNOWLEDGED AND AGREED:

[ redacted ]

[ redacted

Per:

Per:

[Signature Page to Asset Purchase Agreement]

BUYERS:

HIXSON LUMBER COMPANY LLC , a Delaware limited liability company

Per: Amar Doman Name: Amar Doman Title: Chief Executive Officer

HIXSON PROPERTY HOLDINGS, LLC , a Delaware limited liability company

Per: Amar Doman Name: Amar Doman Title: Chief Executive Officer

Notices:

Attn: General Counsel Phone: [ redacted ] Email: [ redacted ]

With a copy to:

Dorsey & Whitney LLP Attn: Randal R. Jones Phone: [ redacted ] Email: [ redacted ] Additional Buyer Notices:

Attn: [ redacted ] Phone: [ redacted ] Email: [ redacted ]

[Signature Page to Asset Purchase Agreement]

EXHIBIT A DEFINED TERMS

“ Affiliates ” means, as to any Person, any other Person that directly or indirectly controls, or is under common control with, or is controlled by, such Person. For the purposes of this definition, “controlling,” “controlled” and “control” means the possession, directly or indirectly, of the power to direct the management or policies of a Person whether through the ownership of voting securities, contract, or otherwise.

“ Ancillary Agreements ” means, collectively, the Bills of Sale, the Assignment and Assumption Agreements, the Real Estate Conveyance Documents, the Non-Competition and Restrictive Covenant Agreement and all other agreements, documents and instruments to be executed pursuant to this Agreement.

“ Books and Records ” means all original or true and complete copies of all of the books, records, files, operating plans, data and information of all Sellers relating to the Business, the Acquired Assets or the Assumed Liabilities (including, without limitation, customer lists, financial and accounting records, purchase orders and invoices, sales orders and sales order log books, credit and collection records, correspondence and miscellaneous records with respect to customers and supply sources and all other general correspondence).

“ Business ” means the business of the Companies as conducted on the date of this Agreement and the goodwill associated therewith.

“ Business Day ” means any day other than a Saturday or Sunday or a day on which banking institutions located in Dallas, Texas are permitted or required by law, executive order or - governmental decree to remain closed.

“ Business Intellectual Property ” means the Intellectual Property used or useful in the conduct of the Business, including, without limitation, the name “Hixson Lumber Sales”.

“ Buyer’s Qualified Due Diligence Materials ” means, collectively, with respect to the real property owned by each Company, if any, list of the commitments for title insurance, surveys, zoning reports, etc., ordered but not yet delivered or reviewed.

“ Charter Documents ” means any corporate, partnership or limited liability company organizational or constitutional documents, including, without limitation, certificates or articles of incorporation, articles or memorandum of association, bylaws, certificates of formation, operating agreements, limited liability company agreements, certificates of limited partnership and partnership agreements, as applicable.

“ Code ” means the Internal Revenue Code of 1986.

“ Consent ” means a consent, authorization or approval of a Person, or filing or registration with a Person.

“ Consulting Agreement ” means the Consulting Services Agreement between Hixson Lumber Company, LLC, a Delaware limited liability company and its successors or assignees, and Hixson Lumber Sales, Inc. of even date herewith.

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“ Disclosure Letter ” means that certain letter delivered by Sellers to Buyer, dated of even date herewith.

“ Employee Benefit Plan ” means each employee benefit plan, within the meaning of Section 3(3) of ERISA, and each pay practice, fringe benefit, deferred compensation, severance, change in control, equity-related, incentive, bonus, workers compensation, retirement, pension, savings or welfare plan, program, policy, arrangement or contract (whether or not subject to ERISA) that provides for any compensation or benefit to any current or former employee, officer, director or independent contractor of any Company, or which is maintained by any Company or any ERISA Affiliate, or to which any Company or any ERISA Affiliate has, or has had, any Liability.

“ Employment Loss ” means: (i) an employment termination other than (1) discharge for cause, (2) voluntary departure or (3) retirement; (ii) a layoff exceeding six months; or (iii) a reduction in work hours of more than 50% during each month of a six-month period.

“ Environmental Law ” or “ Environmental Laws ” means all applicable federal, state, local or municipal laws, orders, decrees, directives, decisions, statutes, ordinances, codes, rules, standards, requirements, and regulations of any Governmental Entity now or hereafter in effect, and any applicable judicial or administrative interpretation thereof, including any applicable judicial or administrative order, consent decree, order or judgment, imposing Liability or standards of conduct for or relating to the regulation of any Hazardous Materials or the regulation and protection of the environment, or natural resources (including, without limitation, ambient air, surface water, groundwater, wetlands, land surface or subsurface strata, wildlife, aquatic species and vegetation). Environmental Laws include, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (42 U.S.C. §§ 9601 et seq.) (“ CERCLA ”); the Hazardous Materials Transportation Authorization Act of 1994 (49 U.S.C. §§ 5101 et seq.); the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. §§ 136 et seq.); the Solid Waste Disposal Act (42 U.S.C. §§ 6901 et seq.); the Toxic Substance Control Act (15 U.S.C. §§ 2601 et seq.); the Clean Air Act (42 U.S.C. §§ 7401 et seq.); the Federal Water Pollution Control Act (33 U.S.C. §§ 1251 et seq.); and the Safe Drinking Water Act (42 U.S.C. §§ 300(f) et seq.), with any amendment or reauthorization thereto or thereof, and any and all regulations promulgated thereunder, and all analogous state and local counterparts or equivalents.

“ Environmental Liabilities ” means, with respect to any Person, all Liabilities, responsibilities, response, remedial and removal costs, investigation and feasibility study costs, capital costs, operation and maintenance costs, losses, damages, punitive damages, property damages, natural resource damages, consequential damages, treble damages, costs and expenses (including all reasonable fees, disbursements and expenses of counsel, experts and consultants), fines, penalties, sanctions and interest incurred as a result of or related to any Proceeding or demand by any Person, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law, arising under or related to any Environmental Laws, Permits, or in connection with any Release or threatened Release or presence of a Hazardous Material whether on, at, in, under, from or about or in the vicinity of any Owned Real Property, Acquired Assets, Leased Real Property or Excluded Assets.

“ ERISA ” means the Employee Retirement Income Security Act of 1974.

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“ ERISA Affiliate ” means any entity that, with any of the Companies, would be treated as a single entity under Section 414 (b), (c), (m) or (o) of the Code.

“ Facilities ” means all buildings, structures, improvements (including construction in progress) and fixtures located on the Real Property.

“ GAAP ” means United States generally accepted accounting principles and practices applied on a consistent basis.

“ Governmental Entity ” means any federal, state, local, municipal or other governmental or quasigovernmental department, commission, board, bureau, agency or instrumentality, or any court, in each case having jurisdiction over the applicable matter.

“ Hazardous Material ” or “ Hazardous Materials ” means (i) any petroleum or petroleum products (including, without limitation, gasoline, diesel fuel, motor oil, waste or used oil, heating oil, kerosene and any other petroleum products or substances or materials derived from any petroleum products), solid waste, radioactive materials, infectious medical waste, asbestos in any form that is or could become friable, urea formaldehyde foam insulation, polychlorinated biphenyls (PCBs), and radon gas; (ii) any waste or substance that is listed, defined, designated, or classified as, or otherwise determined by any Environmental Laws to be hazardous, ignitable, corrosive, radioactive or toxic; and (iii) any material or substance that is defined as a “solid waste,” “hazardous waste,” “hazardous material,” “hazardous substance,” “extremely hazardous substance,” “restricted hazardous waste,” “pollutant,” “contaminant,” “hazardous constituent,” “special waste,” “toxic substance” or other similar term or phrase under any Environmental Laws.

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

“ Indebtedness ” means, with respect to any Person at any date, without duplication: (i) all obligations of such Person for borrowed money; (ii) all obligations, contingent or otherwise, of such Person evidenced by bonds, debentures, notes or other similar instruments; (iii) any Liabilities for the deferred purchase price of property or services with respect to which such Person is liable, contingently or otherwise, as obligor or otherwise (but excluding trade payables in the ordinary course of business and consistent with past practice); (iv) all obligations in respect of letters of credit and bankers’ acceptances issued for the account of such Person; (v) any commitment by which such Person assures a creditor against loss; (vi) any indebtedness guaranteed in any manner by such Person (including guarantees in the form of an agreement to repurchase or reimburse); (vii) any Liabilities under capitalized leases, if any, with respect to which such Person is liable, contingently or otherwise, as obligor, guarantor or otherwise or with respect to which obligations such Person assures a creditor against loss; (viii) any indebtedness or Liabilities secured by a Lien on such Person’s assets; (ix) any amounts deposited by a customer with such Person or prepaid by a customer to such Person in respect of goods and services to be provided by such Person; and (x) any accrued interest, prepayment premiums or penalties related to any of the foregoing.

“ Intellectual Property ” means all rights in and to: (i) trademarks and service marks (whether registered or unregistered), trade names, trade dress, business names, brand names, logos and designs, and other indicia of origin, together with all combinations thereof and including all goodwill associated therewith, and all registrations and applications for registration for any of the foregoing; (ii) patents and patent applications, utility models, and registrations and registration

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applications therefor (including any and all provisionals, continuations, continuations-in-part, divisionals, counterparts, reissues, reexaminations, extensions, renewals and applications for any of the foregoing and all related disclosures); (iii) copyrights under applicable state or federal statutes and all copyright registrations and registration applications; (iv) all computer software and source code (including hard copy and soft copy as well as all data and related documentation); (v) all websites and related content (including, without limitation, underlying software, URLs and domain names); and (vi) all trade secret, confidential and proprietary information, including ideas, inventions (whether patentable or not), unified patent applications and invention disclosures, formulas, algorithms, designs, patterns, compilations, programs, specifications, data, devices, methods, techniques, processes or other know-how, financial models and any other financial, marketing, customer, pricing and cost information, that derives independent economic value, actual or potential, from not being generally known to the public or to other Persons who can obtain economic value from its disclosure or use.

“ Inventory ” means all inventory, including all raw materials, work in process, finished goods, samples, packaging and supplies.

“ Knowledge ” as it relates to a Sellers’ Knowledge, means that Sellers shall be deemed to have “Knowledge” of a particular fact or other matter if any of [ redacted ], [ redacted ], [ redacted ] or [ redacted ] has or should have knowledge of such fact or other matter, assuming that such person has made reasonable inquiry.

“ Law ” or “ Laws ” means any federal, state, local, municipal or other law, rule, order, regulation, statute, ordinance, code, decree, directive, decision or other binding requirement of any Governmental Entity of any kind, and the rules, regulations and orders promulgated thereunder.

“ Lease ” means any lease, sublease, occupancy agreement, license, concession or other similar agreement (whether written or oral) in connection with the occupancy or use of real property, together with all amendments modifications, extensions, renewals, notices, guaranties and other agreements with respect thereto.

“ Leased Real Property ” means all real property rights and interests in real property leased, occupied, or used by any of the Sellers pursuant to a Lease, in connection with, or otherwise affiliated with, the Business, as listed or described on Schedule 1.20(a) of Exhibit B, including all Facilities located thereon and all easements, rights of way and other appurtenances thereto.

“ Liability ” means any debt, liability or obligation (whether direct or indirect, absolute or contingent, accrued or unaccrued, asserted or unasserted, liquidated or unliquidated, or due or to become. due) and including all costs and expenses thereto.

“ Liens ” means any lien (statutory or otherwise), mortgage, deed of trust, security interest, security agreement, financing statement, hypothecation, tax lien, attachment, levy, charge, claim, reservation, restriction, covenant, right, encroachment, imposition, judgment pledge, claim, concession, license, covenant, encumbrance, easement, right of way, option, right of first offer or refusal, conditional sale or title retention arrangement, or any other interest in property or assets (or the income or profits therefrom) or restriction of any kind (including any restriction on transfer or exercise of any other attribute of ownership), whether designed to secure the payment of

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indebtedness or otherwise, whether consensual or nonconsensual and whether arising by agreement or under any Laws or otherwise.

“ Loss ” means any Proceeding, any order of any Governmental Entity, complaint, claim, demand, damage, deficiency, penalty, fine, cost, amount paid in settlement, liability, obligation, Taxes, Lien, Liability, loss, expense or fee, including court costs and attorneys’ fees and expenses, and including, without limitation, any diminution in value of the Business or the Acquired Assets or any loss resulting from or relating to interruptions to or limitations of operations on the Qualified Owned Real Property.

“ Marketable Title ” means that the legal title to real property satisfies each and every one of the following:

• i. is free from any Real Property Encumbrances other than Permitted Encumbrances;

• ii. is free from reasonable doubt as to its validity;

• iii. is such that a reasonably sophisticated purchaser of all, or substantially all, of the assets of an-going business entity would deem acceptable in the exercise of ordinary business prudence in connection with the aforementioned purchase of assets; and

• iv. the Title Company would be willing to issue a Title Policy (based upon its Qualified Commitment for Title Insurance) insuring Buyer’s interest in the individual Owned Real Property in a form acceptable to Buyer in its reasonable discretion.

“ Material Adverse Effect ” means any event, occurrence, fact, condition or change that is, or could reasonably be expected to become, individually or in the aggregate, materially adverse to (a) the business, results of operations, condition (financial or otherwise) or assets of the Business, (b) the value of the Purchased Assets, or (c) the ability of Seller to consummate the transactions contemplated hereby on a timely basis.

“ Ordinary Course of Business ” shall describe any action taken by a Person if (i) such action is consistent in manner and amount with the past practices of such Person and is taken as part of the normal day-to-day operations of such Person; and (ii) such action is not required to be authorized by the board of directors of such Person (or by any Person or group of Persons exercising similar authority) and is not required to be authorized by the parent company (if any) of such Person.

“ Owned Real Property ” means all real property rights and interests in real property owned by any of the Sellers and used or useful in connection with, or otherwise affiliated with, the Business, as listed or described on Schedule 1.20(a) of Exhibit B, including all Facilities located thereon and all easements, rights of way and other appurtenances thereto.

“ Permits ” means any consent; license, registration, identification number, certificate, approval, authorization, order or permit issued, granted, given, required or otherwise made available by or under the authority of any Governmental Entity or pursuant to any Law or any Environmental Law or relating to the operation of the Business.

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“ Permitted Encumbrance ” means (i) those matters shown on any Title Commitment or Survey which Buyer has approved prior to Closing, in Buyer’s sole discretion, as an exception to Buyer’s Title Policy; (ii) the lien of all ad valorem real estate taxes and assessments not yet due and payable as of the Closing Date, subject to adjustment as herein provided; and (iii) matters created by Buyer.

“ Permitted Liens ” means (i) statutory Liens for Taxes, assessments, water and sewer rents and other governmental charges not yet due and payable as of the Closing Date; (ii) Liens arising from zoning, building and other land use laws imposed by a Governmental Entity that do not interfere with or impair the operation of the Business as currently conducted; (iii) inchoate workmen’s, repairmen’s, warehousemen’s and carriers’ Liens arising in the Ordinary Course of Business and the payment of which is not past due; and (iv) non-monetary exceptions to the title of Real Property as would be disclosed by a commercially reasonable title insurance policy for the Real Property, including easements, rights-of-way, prior reservations or conveyances of mineral interests, and any encroachment, property line variation, or non-monetary adverse circumstance affecting title not shown in the public record but as would be disclosed by an accurate, current and complete asbuilt land survey of the Real Property, which in any such case, individually or in the aggregate, does not materially detract from the value or marketability of the Real Property or asset subject thereto or affected thereby or materially interfere with or impair Buyer’s continued use of the Real Property as currently used by Sellers.

“ Person ” means any individual, corporation (including any non-profit corporation), general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, company (including any limited liability company or joint stock company), firm or other enterprise, association, organization, entity or Governmental Entity.

“ Personal Property ” means all tangible personal and moveable property owned by any of the Sellers relating to the Business, including, without limitation, all fixed assets, chattels, machinery, equipment, vehicles, leasehold improvements, computer hardware, fixtures, furniture, furnishings, handling equipment, implements, parts, tools and accessories of all kinds.

“ Proceeding ” any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, suit, citation, charge, complaint, summons, subpoena, investigation, hearing, judgment, order, decree, stipulation or injunction of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equity.

“ Real Property ” means the Owned Real Property and the Leased Real Property.

“ Real Property Encumbrance ” means any or more of the following (regardless of recording status) pertaining to real property: any charge, claim, property interest, easement, covenant, condition, equitable interest, lien, option, mortgage, deed of trust, lease, license, restriction, levy, tax, assessment, covenant, survey matter, zoning compliance issue or any other matter that a commercially reasonable title insurance company would exclude from the coverage provided by a commercially reasonable policy of title insurance.

“ Qualified Commitment for Title Insurance ” means, with respect to the real property owned by each Company, if any, each commitment for title insurance.

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“ Qualified Owned Real Property ” means those parcels of Owned Real Property identified on Schedule 1.20(a) of the Sellers’ Disclosure Letter and for which Buyer’s Qualified Due Diligence Materials were not available on the Closing Date.

“ R&W Policy ” means that certain transactional risk insurance policy to be underwritten by AIG with respect to the representations and warranties of Sellers under this Agreement, insuring Buyer as the named insured.

“ Release ” or “ Releases ” means any release, spill, leak, emission, deposit, pumping, pouring, emptying, discharging, injecting, escaping, leaching, disposing, dumping, dispersion or migration of Hazardous Materials into the environment, including, without limitation: (i) the movement of Hazardous Materials through or in any building, structure, assets (including for the purposes of this definition, without limitation, Acquired Assets and Excluded Assets), real property (including for the purposes of this definition, without limitation, Owned Real Property), or Facility, including, without limitation, the movement of Hazardous Materials off-site from any real property, and (ii) the abandonment of barrels, containers or other closed receptacles containing Hazardous Materials.

“ Restricted Business ” means any business or commercial activity related to the sourcing, manufacture, treatment, wood preservation, marketing, distribution or sales of lumber or building materials and the goodwill associated therewith.

“ Subsidiary ” means, with respect to any Person, any corporation or other Person of which securities or other interests having the power to elect a majority of that corporation’s or other Person’s board of directors or similar governing body, or otherwise having the power to direct the business and policies of that corporation or other Person, are held by such Person.

“ Tax ” or “ Taxes ” means any and all taxes, including, without limitation, income, gross receipts, ad valorem, value-added, excise, goods and services, profits, license, capital, real property, severance, stamp, occupation, escheat, premium, documentary, recapture, registration, recording, personal property, sales, use, transfer, withholding, payroll, estimated, employment, unemployment, social security (or similar), disability, workers compensation, corporation, environmental, alternative or add-on minimum, net worth, windfall profits, customs duties, franchise taxes, capital stock, taxes under Section 59A of the Code, any obligation to indemnify or otherwise assume or succeed to the Tax liability of any other Person or other tax of any kind whatsoever, whether computed on a separate or consolidated, unitary or combined basis or any other manner and whether disputed or not, imposed by the United States of America or any state, local or foreign government, or any agency thereof, or other political subdivision of the United States or any such government, and any interest, fines, penalties, assessments or additions to tax resulting from, attributable to or incurred in connection with any tax or any contest or dispute thereof.

“ Tax Returns ” means any and all reports, returns, declarations, statements, forms, claim for refund or other information return or statement related to Taxes or estimated Taxes including any schedule or attachment thereto, and any amendment thereof.

“ Transfer Taxes ” means all transfer, sales, use, goods and services, filing, value added, recordation, registration, documentary, stamp, duty, excise, and conveyance Taxes and other

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similar Taxes, duties, fees or charges, and any deficiency, interest or penalty asserted with respect thereof, as levied by any Governmental Entity in connection with the transactions contemplated by this Agreement. For the avoidance of doubt, the term “Transfer Taxes” shall not include any Taxes imposed on Buyer or its Affiliates as a successor to any Seller, as a result of the failure to comply with any bulk sales Law or the failure to obtain any Tax clearance certificate or other similar Taxes.

“ Transition Services Agreement ” means the transition services agreement between Buyer and Seller in the form attached to the Asset Purchase Agreement as Exhibit D.

EXHIBIT B REPRESENTATIONS AND WARRANTIES OF SELLERS

ARTICLE I

1.1 Organization, Qualification and Power; Ownership

• (a) Each Company is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite power and authority to carry on the Business in which it is now engaged and to own, lease and use the assets and properties now owned, leased and used by it. Each Company is duly qualified or licensed as a foreign corporation, and is in good standing, in each jurisdiction in which either the ownership or use of the assets and properties owned or used by it, or the nature of the activities conducted by it, requires such qualification. Schedule 1.1(a) of the Disclosure Letter lists each jurisdiction where the Companies are so qualified or licensed to do business as a foreign corporation. Each Company has furnished to Buyer complete and accurate copies of its Charter Documents.

1.2 Authority

Each Seller has all requisite power and authority to execute and deliver this Agreement and each Ancillary Agreement required hereby to which it is a party, to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereunder and thereunder. The execution and delivery of this Agreement and each Ancillary Agreement to which any Company is a party by such Company and the performance by such Company of its obligations hereunder and thereunder and the consummation by such Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of such Company. This Agreement and each Ancillary Agreement to which any Seller is a party have been duly and validly executed and delivered by such Seller and constitute valid and binding obligations of such Seller, enforceable against such Seller in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting the rights of creditors generally and by equitable principles.

1.3 Noncontravention

Except as set forth in Schedule 1.3 of the Disclosure Letter, neither the execution and delivery by each Seller of this Agreement and all of the Ancillary Agreements to which such Seller is a party, nor the consummation by such Seller of the transactions contemplated hereby or thereby, will: (a) conflict with or violate any provision of the Charter Documents of such Seller, as applicable; (b) require on the part of any Seller any Permit from or Consent of any Governmental Entity or any other Person; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, Consent or waiver under, any contract, lease, sublease, license, sublicense, Permit, indenture, agreement related to Indebtedness, agreement or other arrangement to which such Seller is a party or by which such Seller is bound or to which any of its respective assets are subject, including, without limitation, the Acquired

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Assets; (d) result in the imposition of any Lien upon the Acquired Assets; or (e) violate any Law, order, writ, injunction, decree, statute, rule or regulation applicable to such Seller or any of the Acquired Assets, except for such filings as my be required under the HSR Act.

1.4 Financial Statements; Books and Records

Schedule 1.4 of the Disclosure Letter contains true and complete copies of (i) the unaudited balance sheets of each of the Companies and, on a consolidated basis, the balance sheet of the Companies, as of December 31, 2019 and 2020 and the related individual and consolidated unaudited statements of profits and losses and cash flows for the fiscal years then ended, and (ii) the unaudited balance sheets and statements of profits and losses and cash flows of each of the Companies and, on a consolidated basis, the Companies, for the three (3)-month period ended March 31, 2021 (the “ Most Recent Balance Sheet ”). Such financial statements (collectively, the “ Financial Statements ”) have been prepared in accordance with federal income tax principles in all material respects consistent with the past practice of the Companies, and fairly present, in all material respects, the financial condition and results of operations and cash flows of the Companies as of the dates thereof and for the periods referred to therein. Schedule 1.4(a) of the Disclosure Letter contains a true and complete list of all Indebtedness of the Companies. The Books and Records, all of which have been made available to Buyer, are complete and correct in all material respects, reflect actual, bona fide transactions and have been maintained in accordance with prudent business practices, and fairly present the financial condition of the Companies as of the respective dates they were prepared and the results of operations of the Companies for the periods indicated. The information that was supplied by Sellers and their representatives to Riveron Consulting is complete and correct in all material respects.

1.5 Absence of Undisclosed Liabilities; Absence of Certain Changes

• (a) None of the Companies had as of December 31, 2020, nor have any of the Companies incurred since that date, any Liability other than Liabilities that: (i) were accrued or reserved against on the Most Recent Balance Sheet; (ii) were current liabilities incurred after the date of the Most Recent Balance Sheet in the Ordinary Course of Business; or (iii) that have been discharged or paid in full prior to the date hereof. There are no Excluded Liabilities for which Buyer or any of its Affiliates will have any Liability.

• (b) Since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, there has not been any:

• (i) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Business or the Acquired Assets;

• (ii) material change in any method of accounting or accounting practice for the Business;

• (iii) material change in cash management practices and policies, practices and procedures with respect to collection of Accounts Receivable, establishment of reserves for uncollectible Accounts Receivable, accrual of

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Accounts Receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits;

• (iv) transfer, assignment, sale or other disposition of any of the Acquired Assets shown or reflected in the Balance Sheet, except for the sale of Inventory in the ordinary course of business;

• (v) amendment, termination or waiver of any rights constituting Acquired Assets;

• (vi) material damage, destruction or loss, or any material interruption in use, of any Acquired Assets, whether or not covered by insurance;

• (vii) acceleration, termination, material modification to or cancellation of any Assumed Contract or Permit;

• (viii) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant of the Business, (ii) Benefit Plan, or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral;

• (ix) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; and

• (x) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

1.6 Tax Matters

Sellers have timely filed all Tax Returns of Sellers required to be filed (taking into account valid extensions of time to file) and all such Tax Returns were correct and complete in all material respects. Sellers have timely paid all Taxes due whether or not shown on any such Tax Returns. All Taxes that Sellers are or were required by Law to withhold or collect have been duly withheld or collected and, to the extent required, have been timely paid to the proper Governmental Entity. Sellers have complied with all information reporting and backup withholding provisions of applicable Tax Law. There are no Tax deficiencies outstanding, assessed or proposed against any Seller related to the Acquired Assets or the Business. No examination, audit or other action of or relating to any Liability for Taxes or Tax Return of any Seller is currently in progress, or to the knowledge of any Seller, threatened or contemplated. None of the Sellers has been informed by any jurisdiction in which such Seller did not file a Tax Return that the jurisdiction believes that such Seller was required to file any Tax Return that was not filed or is subject to Tax in such jurisdiction. None of the Sellers is currently the beneficiary of any extension of time to file any Tax Return. None of the Sellers has waived any statute of limitations in respect of Taxes, which waiver is still in effect. There are no Liens on any of the Acquired Assets or the Business that are

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in connection with any failure (or alleged failure) to pay any Tax. Sellers have provided to Buyer correct and complete copies of all income Tax Returns, examination reports, statements of deficiencies or proposed deficiencies, private letter ruling requests, revenue agent reports, information document requests, protests, closing agreements, settlement agreements and any similar documents submitted by, received by, proposed by, filed by, assessed against or agreed to by any Seller for any open taxable period. None of the Sellers has engaged in any “reportable transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(1), or any similar provision of state, local or foreign Law. At all times since formation, each of the Companies has been, and as of the Closing Date will be, a validly electing “S corporation” within the meaning of Sections 1361 and 1362 of the Code. None of the Companies has any potential Liability for any Tax under Section 1374 of the Code (or any similar provision of state, local or foreign Tax Law) as a result of any recognized built-in gain and none of the Companies will be liable for any Tax under Section 1374 of the Code (or any similar provision of state, local or foreign Tax Law) in connection with the transfer of the Acquired Assets pursuant to this Agreement. In the past ten (10) years, none of the Companies has (i) acquired assets from another corporation in a transaction in which such Company’s Tax basis for such assets was determined in whole or in part, by reference to the Tax basis of such assets (or any other property) in the hands of the transferor or (ii) acquired the stock of any corporation that is a “qualified subchapter S subsidiary” (within the meaning of Section 1361(b)(3)(B) of the Code). None of the Companies is a party to any Tax allocation or sharing agreement.

1.7 Title and Sufficiency of Acquired Assets

Sellers hold good, valid and Marketable Title to (or a valid, enforceable leasehold interest in) the Acquired Assets, free and clear of any and all Liens other than Permitted Liens. Upon Buyer’s payment of the Base Purchase Price in accordance with Section 1.4(b) and, unless waived by Buyer, receipt of any applicable Consents set forth on Schedule 1.7 of the Disclosure Letter, good, valid and Marketable Title to (or a valid, enforceable leasehold interest in) the Acquired Assets, free and clear of any and all Liens (other than Permitted Liens), will pass to Buyer and Buyer will hold good, valid and Marketable Title to (or a valid, enforceable leasehold interest in) the Acquired Assets, free and clear of any and all Liens (other than Permitted Liens). The Acquired Assets include all tangible and intangible, real and personal, assets, contracts, properties and rights necessary or desirable for the operation of the Business by Buyer subsequent to the Closing Date in the same manner as conducted by Sellers prior to the Closing Date. None of the Excluded Assets are material to the Business. The Acquired Assets do not include any equity or debt securities of or interest in, or any right or obligation to acquire any equity or debt securities of or interest in, any corporation, partnership, limited liability company, business trust, joint venture or other business association. None of the Sellers’ respective Affiliates (other than another Seller) own any assets used by Sellers in the conduct of the Business.

1.8 Intellectual Property

• (a) Schedule 1.8 of the Disclosure Letter sets forth a true and correct list of all patents, patent applications, trademark registrations and registration applications, copyright registrations and applications for registration, and domain names (collectively, the “ Registered Intellectual Property ”) and all material unregistered trademarks included in the Business Intellectual Property. All of the Registered Intellectual Property, if any, is subsisting, valid and enforceable.

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• (b) The Companies own and possess the entire right, title, and interest in and to, or have a valid and enforceable right to use, pursuant to a written license agreement set forth on Schedule 1.8 of the Disclosure Letter, all Business Intellectual Property and has the unfettered right to convey to Buyer such right, title, and interest in and to, or valid and enforceable right to use the Business Intellectual Property.

• (c) Sellers have not (i) received, in relation to the operation of the Business, any notice of infringement, misappropriation or conflict with respect to Intellectual Property of any other Person (including, without limitation, any demands or unsolicited offers to license any Intellectual Property from any other Person), or (ii) received any notice challenging or questioning the validity, enforceability, use or ownership of any of the Business Intellectual Property. No activities conducted pursuant to or in relation to the Business have infringed upon or misappropriated the Intellectual Property of any other Person.

1.9 Personal Property

Schedule 1.9 of the Disclosure Letter is a materially true and correct list of all Personal Property with an original purchase price in excess of $100,000 owned or leased by, in the possession of, and/or used by each Seller in the Business. Except as set forth on Schedule 1.9 of the Disclosure Letter, all items of Personal Property used in the Business and all other assets included in the Acquired Assets, in each case, with an original purchase price in excess of $100,000, (i) are in good operating condition and repair consistent with current industry standards, subject to ordinary wear and tear, (ii) are substantially fit for use in accordance with the past practices of the Business and (iii) are not in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. Sellers have maintained the Personal Property in accordance with sound business practices.

1.10 Contracts

• (a) Schedule 1.10(a) of the Disclosure Letter contains a complete and accurate list of the following contracts (or, in the case of oral contracts, complete and accurate written summaries of the terms thereof), including all amendments or modifications thereto, (x) by which any of the Acquired Assets are bound or affected or (y) to which any Seller is a party or by which it is bound:

• (i) all contracts involving aggregate consideration in excess of $100,000 or requiring performance by any party more than one year from the Closing Date, which, in each case, cannot be cancelled without penalty or without more than 90 days’ notice;

• (ii) all contracts (A) requiring the purchase or sale of a stated portion of the requirements or outputs of the Business or that contain “take or pay” provisions or (B) that contain a “most favored nations” provision;

• (iii) all contracts that provide for the indemnification of any Person or the assumption of any Tax, environmental or other Liability of any Person;

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• (iv) all contracts that relate to the acquisition or disposition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise);

• (v) except for agreements relating to trade receivables, all contracts relating to Indebtedness (including, without limitation, guarantees);

• (vi) all contracts with any Governmental Entity;

• (vii) all contracts that limit or purport to limit the ability of any Seller to compete in any line of business or with any Person or in any geographic area or during any period of time;

• (viii) all broker, distributor, dealer, manufacturer’s representative, franchise, agency, sales promotion, market research, marketing consulting and advertising Contracts;

• (ix) all employment agreements and Contracts with independent contractors or consultants (or similar arrangements) and which are not cancellable without material penalty or without more than 90 days’ notice;

• (x) all powers of attorney with respect to the Business or any Acquired Asset;

• (xi) all collective bargaining agreements or Contracts with any Union;

• (xii) all other Contracts that are material to the Purchased Assets or the operation of the Business and not previously disclosed pursuant to this Section 1.10;

• (xiii) all joint venture, partnership or similar contracts;

• (xiv) all contracts for the sale of any of the Acquired Assets or for the grant to any Person of any option, right of first refusal or preferential or similar right to purchase any of the Acquired Assets; and

• (xv) all Leases.

• (b) Sellers have made available to Buyer true, correct and complete copies of each Assumed Contract involving aggregate consideration in excess of $100,000, including all amendments or modifications thereto. Each Assumed Contract is a legal, valid, binding and enforceable obligation of the applicable Seller and, to Sellers’ Knowledge, of each other party thereto (except as the foregoing may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting the rights of creditors generally and by equitable principles), and there exists no default or breach of Sellers or, to Sellers’ Knowledge, any other party thereto. Each Assumed Contract is in full force and effect and is not subject to any claims, charges, setoffs or defenses. The applicable Seller has performed, in all material respects, each term, covenant and condition of each of the Assumed Contracts that is to be performed by it at or before the Closing Date. Except as set forth on Schedule 1.10(b) of the Disclosure Letter, no event has

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occurred or circumstance exists that could, with the passage of time or compliance with any applicable notice requirements or both, constitute a default of, result in a violation or breach of, or give any right to accelerate, modify, cancel or terminate any Assumed Contract, and, to Sellers’ Knowledge, no party to any such Assumed Contract intends to cancel, terminate or exercise any option under any such Assumed Contract. No party to an Assumed Contract has given any Seller written notice that it intends to renegotiate any material amounts paid or payable to Sellers. Upon consummation of the transactions contemplated by this Agreement, each Assumed Contract will continue to be enforceable against the parties thereto on the same terms as immediately prior to consummation. No Seller has made any prior assignment of any Assumed Contracts or any of its rights or obligations thereunder.

1.11 Inventory

All Inventory to be sold to Buyer pursuant to the terms of this Agreement consists of a quality and quantity usable and salable in the Ordinary Course of Business consistent with the past practice of Sellers.

1.12 Customers and Suppliers

There is no current dispute between any Seller, on the one hand, and any Material Customer or Material Supplier, on the other hand, and no Material Customer or Material Supplier has notified any Seller (or any of their Affiliates) of its plan to terminate or reduce its purchases from, or sales to, as applicable, the Business, and none of the Sellers have any Knowledge of any Material Customer or Material Supplier intending to do the same. For purposes of this Section 1.12, “Material Customer” means each of the twenty (20) largest customers and “Material Supplier” means each of the twenty (20) largest suppliers, each measured by dollar volume of sales and purchases, as the case may be, of the Business for the calendar year 2020 and for the four (4)month period ended April 30, 2021, and as set forth on Schedule 1.12 of the Disclosure Letter.

1.13 Litigation

There is no Proceeding pending, binding upon or threatened against any Seller, including any Proceeding relating to the Business, the Owned Real Property, the Leased Real Property or any of the Acquired Assets. To Sellers’ Knowledge, there is no valid basis for any such Proceeding and no event has occurred and no circumstances exist that may give rise to or serve as a basis for commencement of any Proceeding by or against any Seller or any of their predecessors. Except as set forth on Schedule 1.13 of the Disclosure Letter, there are no outstanding orders of any Governmental Entity and no unsatisfied judgments, penalties or awards against, relating to or affecting the Business. No event has occurred or circumstances exist the may constitute or result in a violation of any such order of a Governmental Entity.

1.14 Labor Matters

• (a) No Seller is a party to any employment agreement or consulting agreement with any Person, nor is any such agreement currently being negotiated. No Seller is a party to or bound by any collective bargaining agreements, nor is any such agreement currently being negotiated. None of the employees of Seller is

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represented in his or her capacity as an employee of the Seller by any labor organization, trade or labor union, employees’ association or similar organization representing any of its employees. No Seller has experienced any strikes, lockouts, work stoppages, grievances, claims of unfair labor practices or other labor disputes since January 1, 2015, nor are any of the same pending, proposed or threatened against any Seller. No labor union represents any employees of any Seller for purposes of bargaining over terms and conditions of employment

• (b) Since January 1, 2015, each Seller is and has been in compliance, in all material respects, with all applicable Laws and contractual obligations respecting employment, and employment practices, terms and conditions of employment and wages and hours including, without limitation, any such Laws respecting, overtime compensation, payment of wages, worker classification (including employees and contractors), immigration, employment discrimination and occupational safety and health requirements, and since January 1, 2015, has not and is not engaged in any unfair labor practice.

• (c) There is no Proceeding pending, proposed or threatened against any Seller relating to employment, employment practices, terms and conditions of employment or wages and hours.

• (d) There are no pending or threatened strikes, lockouts or other work stoppages involving any individuals employed by any Seller. There are no representation petitions, other similar petitions or requests for representation pending or proposed or threatened, before a labor relations board (including the National Labor Relations Board) or other federal, state or local agency in connection with any individuals employed by the Companies. In addition, there have been no, and no threat of, union organization activities or efforts, formal or informal, in connection with any individuals employed by the Companies.

• (e) None of the Companies have taken any of the following actions, either individually or in the aggregate, over any 90-day period subsequent to December 31, 2019: (i) caused a permanent or temporary shutdown of an employment site (or one or more facilities or operating units within an employment site) that resulted in Employment Loss for 50 or more employees of such Company during any 30-day period; or (ii) effected a reduction in force that did not result from a plant closing, but which did result in an Employment Loss at an employment site during any 30day period for either (1) 500 or more employees or (2) 50 employees who comprised at least 33% of such Company’s active employees. Since December 31, 2019, Seller has not implemented any employment losses that gave rise to notice or similar obligations under the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar or related federal, state or local Law.

• (f) Schedule 1.14(f) of the Disclosure Letter is a true, complete and correct list setting forth (i) the names, current compensation rates and other compensation of all individuals currently employed by each Company as of April 30, 2021, including each Key Employee and (ii) the names and total annual compensation for all natural person independent contractors who render services on a regular basis to such

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Company as of June 30, 2021 (other than truck drivers). Except as specifically noted on Schedule 1.14(f) of the Disclosure Letter, no Person listed thereon has received any bonus or increase in compensation since April 30, 2021, and there has been no general increase in the compensation or rate of compensation payable to any employees since April 30, 2021, nor since that date has there been any promise to the employees listed on Schedule 1.14(f) of the Disclosure Letter, orally or in writing, of any bonus or increase in compensation, whether or not legally binding, except for bonuses and increases in the Ordinary Course of Business and obligations incurred under existing bonus, insurance, pension or other Employee Benefit Plans described on Schedule 1.15 of the Disclosure Letter. Schedule 1.14(f) of the Disclosure Letter sets forth a true, complete and correct list of all bonuses paid by each Company since April 30, 2021. Schedule 1.14(f) of the Disclosure Letter sets forth all liabilities, costs and expenses relating to all claims made since December 31, 2019, under any workers compensation insurance contract or program of the Companies.

• (g) To the knowledge of Seller, no employee of Seller is party to any confidentiality, proprietary rights, non-competition, non-solicitation, or similar agreement that materially restricts the performance of his or her employment duties for Seller. Seller has not received any notice that any employee of Seller is or has been in violation of any employment, consulting, confidentiality, proprietary rights, noncompetition, non-solicitation, or similar agreement.

1.15 Employee Benefits

Schedule 1.15 of the Disclosure Letter sets forth a true and complete list of all Employee Benefit Plans, current copies of which have been provided to Buyer. No event or circumstance exists, or could exist in the future, under which Buyer could incur any Liability with respect to any Employee Benefit Plan.

1.16 Compliance with Laws; Permits

• (a) Except as set forth on Schedule 1.16(a) of the Disclosure Letter: (i) each Seller has complied in all material respects, and is now complying in all material respects, with all Laws applicable to the conduct of the Business as currently conducted or the ownership and use of the Acquired Assets; and (ii) since January 1, 2015, no Seller has received any notice or other communication (whether written or oral) from any Governmental Entity or any other Person regarding any actual, alleged, possible or potential violation of, or failure to comply with, any Law in connection with the operation of the Business or any actual, alleged, possible or potential obligation on the part of any Seller to undertake, or to bear all or any portion of the cost of, any remedial action of any nature in connection with the ownership of the Acquired Assets or the operation of the Business, nor has any Seller received any written or oral notice of any Proceeding alleging any failure to comply with any Law in connection with the operation of the Business.

• (b) Other than as set forth on Schedule 1.16(b) of the Disclosure Letter, all material Permits required for Sellers to conduct the Business as currently conducted or for

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the ownership and use of the Acquired Assets have been obtained by the appropriate Seller and are valid and in full force and effect. All fees and charges with respect to such Permits have been paid in full. Schedule 1.16(b) of the Disclosure Letter lists all Permits issued or required to be issued (regardless of whether the same have been so issued and including those issued or required under Environmental Laws) to any Seller which are related to the conduct of the Business as currently conducted or the ownership and use of the Acquired Assets, including the names of the Permits and their respective dates of issuance and expiration. No event has occurred that, with or without notice or lapse of time or both, would reasonably be expected to result in the revocation, suspension, lapse or limitation of any Permit set forth in Schedule 1.16(b) of the Disclosure Letter.

1.17 Insurance

• (a) Schedule 1.17 of the Disclosure Letter lists each material insurance policy maintained by the Companies and those policies to which any Company is a party with respect to the Business or any Acquired Assets (collectively, the “ Business Policies ”). All such Business Policies are in full force and effect and none of the Companies are in default with respect to its obligations under any of such Business Policies, and there are no claims related to the Business, the Acquired Assets or the Assumed liabilities pending under any such Business Policies as to which coverage has been questioned, denied or disputed or in respect of which there is an outstanding reservation of rights. To Sellers’ Knowledge, there are no facts or events that would give any insurer the right to cancel any existing Business Policy.

• (b) Seller represents and warrants that as part of the transaction reflected in the Agreement, Seller transfers to Buyer its rights, duties and interests in the Business Policies on the same terms and conditions as though such policies had been issued to Buyer as a “named insured” (as used in each or any applicable Business Policy). Seller has advised each of the insurers who issued the Business Policies that Buyer has transferred said rights, duties and interests; and that each of the insurers has consented to such transfer of rights, duties and interests in the Business Policies by attaching endorsements to each of the Business Policies adding Buyer as a “named insured” (as used in each or any applicable Business Policy) to each of the Business Policies for the full duration of the policy periods of the Business Policies, and with all rights of a “named insured” (as used in each or any applicable Business Policy) under such Business Policies.

1.18 Business Relationships with Affiliates

Except as otherwise set forth in Schedule 1.18 of the Disclosure Letter, none of the Companies’ Affiliates (including, without limitation, their respective shareholders) or any members of the families of their respective shareholders (or entities in which they have a financial interest in, directly or indirectly, or trusts for the benefit of any of them): (a) owns any property or right, whether tangible or intangible, which is used by a Company; (b) has any claims or causes of action against a Company; (c) owes any money to a Company or is owed money by a Company (other than for salary and expense reimbursements); (d) is a party to any contract or other arrangement, written or oral, with a Company (other than at-will employment agreements); or (e) provides

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services or resources to a Company or is dependent on services or resources provided by a Company. Schedule 1.18 of the Disclosure Letter sets forth every contract currently in effect or having any continuing obligations (contingent or otherwise) between a Company, on the one hand, and a Company’s present or former equity holders, partners, officers, managers, directors, or members of their families (or any entity in which any of them has a financial interest, directly or indirectly, or trusts for the benefit of any of them), on the other hand.

1.19 Environmental Matters

• (a) Except as set forth on parts (a)(i) and (a)(ii) of Schedule 1.19 of the Disclosure Letter attached hereto, no Seller has used, stored, treated, transported, manufactured, refined, handled, produced or Released any Hazardous Materials on, under, at, to, from or in any way affecting any assets or real property currently owned, leased or operated by any Seller, in any manner that (i) constituted or constitutes a violation of any Environmental Law, or (ii) required or requires remediation or abatement under any Environmental Law, and, in either case, that requires or would require remediation costs in excess of $100,000.

• (b) Except as set forth on parts (b)(i) and (b)(ii) of Schedule 1.19 of the Disclosure Letter, there has not been at any time any (i) material Release by any Seller or, to Sellers’ Knowledge, any other Person on, under, at, to, from or in any way affecting any assets or real property owned, leased or operated by any Seller; or (ii) to Sellers’ Knowledge, land fill, underground or aboveground storage tanks, or friable asbestos material on, under, at, to, from or in any way affecting any assets or real property currently owned, leased or operated by any Seller. To Sellers’ Knowledge, except as set forth on part (b)(ii) of Schedule 1.19 of the Disclosure Letter, for all landfills, underground or aboveground storage tanks, or friable asbestos materials identified on part (b)(ii) of Schedule 1.19 of the Disclosure Letter that were removed, remediated or disposed, or the contents of which were removed, remediated or disposed, such removal, remediation or disposal was conducted in material compliance with Environmental Laws.

• (c) Except as set forth on parts (c)(i) and (c)(ii) of Schedule 1.19 of the Disclosure Letter, since January 1, 2017, no Seller has received from any Person any notice (whether written or oral) of alleged, actual or potential responsibility for, or any inquiry or investigation regarding (i) any Release or threatened Release of any Hazardous Materials affecting or relating to any assets or any real property currently owned, leased or operated by Sellers, or (ii) any alleged violation of or non-compliance with any Environmental Law or the conditions of any Permit and, to Sellers’ Knowledge, there are no circumstances that could lead to such notice.

• (d) Except as set forth on parts (d)(i), (d)(ii) and (d)(iii) of Schedule 1.19 of the Disclosure Letter, Sellers (i) have received (or in the case of permits-by-rule, qualified for) all material Permits required under Environmental Laws to conduct the Business, own or lease the real property, operate the assets and processes as currently operated, and use the assets and processes as currently used in compliance with Environmental Laws; and (ii) are in compliance in all material respects with the terms and conditions of each such Permit.

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• (e) Except as set forth on parts (e)(i) and (e)(ii) of Schedule 1.19 of the Disclosure Letter, none of the Sellers is currently subject to or bound by (i) any judgment, decision, consent decree, injunction, ruling, writ or order of or entered by any Governmental Entity (herein for the purposes of this Section 1.19, “ Governmental Order ”) under Environmental Laws; or (ii) any pending claims or actions by any Person alleging any actual or threatened injury or damage to any Person, property, natural resource or the environment relating to, or arising from or out of (A) any current or past operations of Sellers, (B) the Business, (C) any assets or real property currently or previously owned, leased or operated by Sellers, or (D) any Release or threatened Release of any Hazardous Materials at, on, under, in, to, from or in any way affecting any assets or real property currently or previously owned, leased or operated by Sellers.

• (f) Except as set forth on part (f) of Schedule 1.19 of the Disclosure Letter, to Sellers’ Knowledge, there are no circumstances or environmental conditions with respect to any currently owned, operated or leased assets or real property (arising from the time such assets and real property were owned, leased or operated by Sellers) that could reasonably be anticipated (i) to form the basis of any claim, action, Governmental Order, Environmental Liability under any Environmental Laws against or involving Sellers, or that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect on the Business or (ii) to cause the Business or any assets or real property currently owned, leased or operated by Sellers to be subject to any material restrictions on ownership, occupancy, use, operation, or transferability under any Environmental Laws.

1.20 Owned and Leased Real Property

• (a) Sellers do not own, occupy or use, whether by easement, lease, sublease, license or other real property right (whether written or oral, directly or indirectly), any real property, except as set forth on Schedule 1.20(a) of the Disclosure Letter.

• (b) Except as set forth on Schedule 1.20(b) of the Disclosure Letter, no Seller has entered into a lease, sublease, license or other instrument granting to any other Party any right to the possession, lease, occupancy or enjoyment of any Owned Real Property or Leased Real Property, and there are no third parties in possession thereof.

• (c) With respect to the Leases: (i) the transactions contemplated hereby do not require the consent of any other party to any Lease and will not result in a breach of or default under any Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (ii) a Company’s peaceful and quiet enjoyment of each Leased Real Property has not been disturbed and there are no disputes with respect to any Leases; (iii) no security deposit or portion thereof has been applied in respect of a breach or default under any Lease that has not been redeposited in full; (iv) the other party to each Lease is not in any way Affiliated with Sellers; and (v) no Company has collaterally assigned or granted any security interest in any of the Leases or any interest therein; (vi) each Lease, including all amendments thereof

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and modifications thereto, represents the entire agreement under which the respective tenant occupies the corresponding premises, and there are no verbal or otherwise unwritten agreements or understandings; (vii) there are no uncured defaults on the part of a landlord or a tenant under one or more Leases, and there are no events which have occurred that, with the giving of notice or the passage of time or both, would result in a default by either party thereunder; (viii) all improvements required by the terms of one or more Leases to be made and the tenant thereunder is satisfied with such improvements; (ix) there are no concessions, allowances, credits, rebates or refunds to which a tenant is entitled to receive (whether past due, due or may become due in the future) under one or more Leases, or may be entitled in the future under any Lease; (x) no one or more parties guaranty any obligations of any tenant under any lease; and (xi) no tenant is currently auditing any landlord’s books or records.

1.21 Condition of Owned and Leased Real Property

• (a) Schedule 1.21(a) of the Disclosure Letter lists all of the Owned Real Property owned by Seller, including the legal description, street address, and any tax parcel identification number of each property. Sellers have delivered to Buyer copies of the deeds and other instruments by which Seller acquired the Owned Real Property and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers relating to the Owned Real Property. There are no Liens that materially and adversely affect the use, ownership or occupancy of the Real Property by the Companies or their operation of the Business on, in or about the Real Property in conjunction with or related to the Business.

• (b) None of the Sellers have received any notice of any condemnation, expropriation or eminent domain proceeding of any kind pending, and there is no condemnation, expropriation or eminent domain proceeding of any kind threatened, against any of the Real Property, or any portion thereof.

• (c) Except as set forth on Schedule 1.21(c) of the Disclosure Letter, the transactions contemplated by this Agreement will not require the issuance of any new or amended Permits (including certificates of occupancy). There are no facts that would prevent the Real Property from being occupied and utilized for the Business, or prevent the Business from being conducted on the Real Property, in the same manner as it was being conducted in accordance with the past practice of the Companies.

• (d) The Real Property and the current operation of the Business thereon do not violate any material Laws or Liens, whether imposed by covenant, deed, easement or otherwise, that are of record or that exist affecting the Real Property, and the Companies’ use of the Real Property and all Facilities thereon are constructed, occupied and used in compliance with all such Laws and Liens. To Sellers’ Knowledge, there are no facts or circumstances that could give rise to any material violation of such Laws or Liens.

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• (e) There are no outstanding variances or special use permits affecting the Real Property or affecting the use of the Real Property by the Companies.

• (f) None of the Sellers have any Knowledge of improvements made or contemplated to be made by any public or private authority, the costs of which are to be or would be assessed as special taxes or charges against the Real Property, and there are no present special assessments.

• (g) None of the Sellers have any boundary or water drainage or supply disputes with respect to the Real Property or any Knowledge of any such dispute.

• (h) None of the Sellers have received any notice of outstanding requirements or recommendations by the insurance companies who issue or have issued insurance policies insuring the Real Property, or by any board of fire underwriters or other body exercising similar functions requiring or recommending any repairs or work to be done on the Real Property.

• (i) None of the Sellers owe, or will owe in the future, any brokerage commissions or finder’s fees with respect to the Real Property.

• (j) To Sellers’ Knowledge, all utilities enter the Real Property through adjacent public streets or, if such utilities pass through adjacent private land, such utilities do so in accordance with valid and irrevocable public easements.

• (k) Except as set forth on Schedule 1.21(k) of the Disclosure Letter, the Real Property either (i) is freely accessible directly from public streets, or (ii) uses adjoining private land to access the same in accordance with valid, permanent, irrevocable and appurtenant easements benefiting such land. There is no condition that would result in the termination or impairment of such access, and such access is sufficient for the operation of the Business in accordance with past practice of the Companies.

• (l) There are no outstanding options, rights of first offer or rights of first refusal to purchase the Owned Real Property or any portion thereof or interest therein.

• (m) The Real Property is in good operating condition and repair (reasonable wear and tear excepted), fit for occupancy and sufficient for the operation of the Business in accordance with past practice of the Companies.

• (n) With respect to each parcel of Owned Real Property: (i) Seller possesses Marketable Title thereto; (ii) Seller has the unrestricted right to convey such Marketable Title to Buyer without the consent of, or claims from, third parties; (iii) Seller has no knowledge of any one or more events or facts that, with either or both the giving of notice or passage of time, would result in the creation of a Real Property Encumbrance against the parcel; and (iv) such Marketable Title is not subject to a Real Property Encumbrance that:

• (i) secures to past, present or future payment of monies;

• (ii) relates to the rights of third parties;

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• (iii) reduces or eliminates Buyer’s right to occupy, possess, encumber, mortgage or conduct its routine business operation on or from (or any combination of the foregoing) the entire parcel; or

• (iv) has a Material Adverse Effect on the business operations conducted on and from the parcel.

1.22 No Adverse Change

Except as set forth on Schedule 1.22 of the Disclosure Letter, since December 31, 2020 the Business has been operated in the ordinary course and substantially in the same manner as previously conducted, and there has not been: (a) any Material Adverse Effect and, to Sellers’ Knowledge, no fact or condition has occurred or exists or is contemplated or threatened (other than general economic or industry conditions) that might reasonably be expected to result in any Material Adverse Effect; (b) the loss of business of one or more customers of the Business, which loss could reasonably be expected to have a Material Adverse Effect; (c) any single or aggregate material loss, damage, condemnation or destruction of $100,000 or more in value to any of the properties of the Business (whether covered by insurance or not); (d) any sale, transfer or other disposition of the Acquired Assets, other than the sale of inventory in the Ordinary Course of the Business; (e) acceleration of collection, or discount, of Accounts Receivable; (f) delay in the payment of accounts payable without the consent of the creditor; or (g) change in accounting practice or policies.

1.23 Warranties; Product Liability

None of the Sellers has (a) manufactured or sold any products that were, at the time of such manufacture or sale, not in compliance in all material respects with all applicable Laws or not in conformity in all material respects with all specifications and warranties made or deemed to be made with respect to such product, (b) initiated or been required to initiate a product recall or similar action with respect to any material amount of products manufactured or sold by Sellers or (c) experienced any warranty claims with respect to any products manufactured or sold by Sellers that were in excess of $100,000 in any calendar year since 2015. None of the Sellers provide any warranties for any goods or services that any of them sell, other than as set forth in Schedule 1.23 of the Disclosure Letter.

1.24 Certain Practices.

• (a) None of the Sellers have made, directly or indirectly, any payment or promise to pay, or gift or promise to give or authorized such a promise or gift, of any money or anything of value, directly or indirectly, to: (i) any foreign, federal, state, provincial or local governmental official for the purpose of influencing any official act or decision of such official or inducing him or her to use his or her influence to affect any act or decision of a foreign, federal, state, provincial or local governmental agency or subdivision thereof; or (ii) any political party or official thereof or candidate for political office for the purpose of influencing any official act or decision of such party, official or candidate or inducing such party, official or candidate to use his, her or its influence to affect any act or decision of a foreign government or agency or subdivision thereof, in the case of both of the preceding

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clauses (i) and (ii) in order to assist Sellers to obtain or retain business for or direct business to Sellers under circumstances that would subject Sellers to liability.

• (b) None of the Sellers nor any officer, director, employee, independent contractor, consultant or agent or any other Person acting on behalf of the Companies has, directly or indirectly, given or agreed to give any money, gift or similar benefit (other than legal price concessions to customers in the ordinary course of business) to any customer, supplier, employee or agent of a customer or supplier, or official or employee of any other Person who was, is or may be in a position to help or hinder the Business (or assist in connection with any actual or proposed transaction) that: (i) might subject Sellers to any damage or penalty in any legal proceeding; or (ii) if not given in the past or if not continued in the future, might have had a Material Adverse Effect on the Business.

1.25 Brokers’ Fees

No Seller has any Liability to pay any fees or commissions to any broker, finder or agent with respect to the transactions contemplated hereby and has not retained any broker or other intermediary to act on its behalf in connection with the transactions contemplated by this Agreement.

1.26 Full Disclosure

The representations and warranties by Sellers in this Agreement and the statements contained in the Disclosure Letter delivered by Sellers to Buyer in connection with the execution and delivery of this Agreement and any certificate or other document furnished or to be furnished to Buyer pursuant to this Agreement, when taken as a whole, do not contain any untrue statement of a material fact, or omit to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, and, when taken as a whole, not misleading.

EXHIBIT C

REPRESENTATIONS AND WARRANTIES OF BUYER

1.1 Organization

Buyer is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer is duly qualified or licensed as a foreign limited liability company and is in good standing in each jurisdiction in which either the ownership or use of the assets and properties owned or used by it, or the nature of the activities conducted by it, requires such qualification. Buyer has all requisite power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it.

1.2 Authority

Buyer has all requisite limited liability company power and authority to execute and deliver this Agreement and each Ancillary Agreement required hereby to which it is a party and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and each Ancillary Agreement to which it is a party, by Buyer and the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary limited liability company action on the part of Buyer. This Agreement and the Ancillary Agreements, as applicable, have been duly and validly executed and delivered by Buyer and constitute a valid and binding obligation of Buyer, enforceable against Buyer in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting the rights of creditors generally and by equitable principles.

1.3 Noncontravention

Neither the execution and delivery of this Agreement and each Ancillary Agreement required hereby to which it is a party by Buyer, nor the consummation by Buyer of the transactions contemplated hereby and thereby, will: (a) conflict with or violate any provision of the Charter Documents of Buyer; (b) require on the part of Buyer any Consent from or Consent of any Governmental Entity or any other Person; (c) conflict with, result in the breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party any right to accelerate, terminate, modify or cancel, or require any notice, Consent or waiver under, any contract, lease, sublease, license, sublicense, Permit, indenture, agreement related to indebtedness, agreement or other arrangement to which Buyer is a party or by which Buyer is bound or to which any of its assets are subject; or (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Buyer or any of its properties or assets.

1.4 Broker’s Fees

Buyer does not have any Liability to pay any fees or commissions to any broker, finder or agent with respect to the transactions contemplated hereby and has not retained any broker or other intermediary to act on its behalf in connection with the transactions contemplated by this Agreement.