Doman Building Materials Group - M&A Activity 2024

FINAL

ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT (the “Agreement”) is entered into as of October 1, 2024 , by and among C.M. Tucker Lumber Companies, LLC, a South Carolina limited liability company (“Parent”), Tucker Management Company, LLC, a South Carolina limited liability company (“Management”), Tucker Trucking Company, LLC, a South Carolina limited liability company (“Trucking”), C.M. Tucker Lumber and Saw Mill Company, LLC, a South Carolina limited liability company (“Saw Mill”), C.M. Tucker Lumber Sales, LLC, a South Carolina limited liability company (“Tucker Sales”), C.M. Tucker Lumber of North Carolina Sales, LLC, a South Carolina limited liability company (“NC Sales”), C.M. Tucker Lumber of Rock Hill Sales, LLC, a South Carolina limited liability company (“RH Sales”), Tucker Lumber Land Holdings, LLC, a South Carolina limited liability company (“Land Holdings”), Sutton Street Property, LLC, a South Carolina limited liability company (“Sutton”), Bypass Treating Company, LLC, a South Carolina limited liability company (“Bypass Treating”), Tucker Treating Land Company, LLC, a South Carolina limited liability company (“Tucker Treating Land”), C.M. Tucker Lumber of North Carolina, LLC, a South Carolina limited liability company (“Middleburg Treating”) and C.M. Tucker Lumber of Rock Hill, LLC, a South Carolina limited liability company (“Rock Hill Treating” and together with Parent, Management, Trucking, Saw Mill, Tucker Sales, NC Sales, RH Sales, Land Holdings, Sutton, Bypass Treating, Tucker Treating Land and Middleburg Treating, the “Sellers” or “Companies”, and each a “Seller” or a “Company”) and Doman Tucker Lumber Companies, LLC (“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; and

WHEREAS , the Seller Principals are concurrently entering into employment agreements with Buyer to continue providing management services in continuing to operate the Business following the sale of assets hereunder to Buyer, with such employment to commence on and as of the Closing Date (the “Employment Agreements”).

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, regardless of the 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, 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 the Liabilities of the Companies arising after the Closing under the Assumed Contracts and Permits (which shall not include any Liability arising under or relating to any Environmental Permits as a result of, relating to or arising out of any breach, default, violation, action or inaction or occurrence at or prior to the Closing) assumed by Buyer hereunder, and Section 3.2(c) of this Agreement, and, 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 (except as may otherwise be agreed to by the parties) by Sellers at or prior to the Closing (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, including any oral contract which Buyer has not expressly assumed in writing within forty-five (45) days following the Closing Date (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 pursuant to the procedures set forth Exhibit D 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”) shall be an amount equal to: (i) Two Hundred Fifty-Five Million Dollars ($255,000,000) (the “Base Purchase Price”); plus (ii) the Inventory Payment (as defined, calculated and paid pursuant to Schedule 1.4(a)); plus (iii) the Earn-Out 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 Business Days prior to Closing.

(c) After the Closing, Buyer shall pay the Companies the Earn-Out Payment, if any, pursuant to the conditions set forth on Schedule 1.4(c), which shall be paid by the Buyer to the Companies by wire transfer of immediately available funds to such bank or investment account(s) as shall be designated in writing by the Companies.

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 (including electronic images of handwritten signatures and digital signatures provided by DocuSign, Orbit, Adobe Sign or any other digital signature provider) of the signature pages to this Agreement and all Ancillary Agreements and documentation at 10 a.m. Central Time 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 12:01 a.m. United States Eastern Standard Time on the Closing Date (the “Effective Time”). The parties shall provide signature pages and other pre-closing documents to be held in escrow 24 hours before Closing.

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 as of the Closing Date, 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 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 and participate 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 twenty (20) 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 sold, assigned, transferred, conveyed and delivered to Buyer for no additional consideration (and such asset shall become an Acquired Asset).

1.8 Purchase Price Allocation. The Parties acknowledge and agree that the amount of any consideration (including assumed liabilities) treated as paid to purchase the Acquired Assets for U.S. federal income tax purposes shall be allocated among each of the Sellers, one the one hand, and, thereafter, such amount allocable to each such Seller shall be further allocated among the Acquired Assets of such entity in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder, and the methodology set forth in Schedule 1.8 to this Agreement. Within thirty (30) days following the final determination of the Inventory Payment, Buyer shall deliver a proposed purchase price allocation (the “Proposed Allocation”) and draft IRS Form 8594 to the Seller which Buyer shall have prepared in good faith in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If the Sellers disagree with any portion of such Proposed Allocation, the Sellers shall notify Buyer in writing of such disagreement within thirty (30) days after Buyer’s delivery of such Proposed Allocation (and, to the extent the Sellers fail to timely deliver any such written notice with respect to a portion of such Proposed Allocations, the Seller shall be deemed to have agreed with such portion of such Proposed Allocation). Buyer agrees to furnish to the Seller and its accountants and agents reasonable access, during normal business hours and upon reasonable prior written notice, to all working papers, books, records, financial data, calculations and other documentation of Buyer, the Companies or any of their respective Affiliates used in the preparation of the Proposed Allocation or otherwise relevant to the computation of the amounts set forth therein or the calculation of the Proposed Allocation.[1] Buyer and the Sellers shall cooperate in good faith to resolve any disagreement regarding such Proposed Allocation, and, to the extent Buyer and the Sellers are unable to resolve any disagreement within fifteen (15) days following the Seller’s delivery of such written notice, the Parties shall refer such disagreement to the Accounting Firm, which shall resolve such disagreement based upon the principles set forth in the Code, the Regulations and this Section. Any subsequent adjustments to the amount of consideration (including any indemnification payment treated as an adjustment to the Purchase Price subject to the procedures set forth in Exhibit D hereof, Assumed Liabilities and the EarnOut Payment) treated as paid to acquire the Assets for U.S. federal income tax purposes shall be further allocated in a manner consistent with the final purchase price allocation (as agreed on among the Parties or resolved by the Accounting Firm), and each of the Parties and their

respective Affiliates shall file all Tax Returns (including IRS Form 8594 and any similar filing required by applicable state or local Tax Law), and not take any position inconsistent therewith (whether in a Tax Return, Tax audit, Tax proceeding or otherwise), unless required to do so pursuant to a “determination” with the meaning of Section 1313(a) of the Code (or any corresponding or similar provision of state, local or non-U.S. Law).

1.9 Proration. Except as set forth in Section 3.3 of this Agreement, all property and ad valorem Taxes, leasehold rentals, license fees, prepaid insurance 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 end of the Closing Date between Sellers as a group, on the one hand, and after the Closing Date to the 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 within thirty (30) days after the actual amount becomes known.

1.10 Withholding. Buyer and each of its agents shall be entitled to deduct and withhold, or cause to be deducted and withheld, from any portion of the Purchase Price and any other amounts payable hereunder or under any Ancillary Agreement or otherwise to any Person all Taxes or other amounts that Buyer determines may be required to deduct and withhold under any provision of applicable Law; provided, that Buyer and its agents shall use Commercially Reasonable Best Efforts to provide written notice to Parent of any anticipated withholdings at least two (2) Business Days prior to the date of the applicable payment and shall consider in good faith any additional information, documentation or certificates provided by Parent to Buyer and its agents that may alleviate the requirement to deduct and withhold from the amounts otherwise payable. To the extent amounts are so deducted and withheld pursuant to this Section 1.10 and are paid to the appropriate Governmental Entity when due, such amounts shall be treated for all purposes as having been paid to the applicable Person to whom such amounts would otherwise have been paid absent such deduction or withholding.

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, subject to any qualifications or limitations contained in Exhibit B and this Agreement.

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.

2.3 Survival of Representations and Warranties. The representations and warranties of the parties contained herein or in any Ancillary Agreement shall survive the Closing for a period of twenty-four (24) months from the Closing Date, except that (i) the Seller Fundamental Representations and the Buyer Fundamental Representations shall survive indefinitely, (ii) the Extended Representations and Section 1.6 (Tax Matters) shall survive for the full period of the

applicable statutes of limitation (giving effect to any waiver, mitigation or extension thereof) plus 60 days and (iii) the Buyer Inventory Representations shall survive until Buyer’s payment of the Inventory Payment. The covenants and obligations of the parties hereto contained herein or in any Ancillary Agreement, in each case, that are required to be performed following the Closing, shall survive the Closing for the period contemplated by its terms. Claims based upon allegations of fraud, willful misconduct or intentional misrepresentation in connection with this Agreement or any Ancillary Agreement are subject to the procedures set forth in Exhibit D hereof. Notwithstanding the foregoing, any claims asserted in good faith with reasonable specificity (to the extent known at such time) and in writing prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of the relevant representation or warranty and such claims shall survive until finally resolved. To the extent the ability to bring a claim within any of the foregoing survival periods is limited by Section 8106(c) of Title 10 of the Delaware Code, the survival period applicable to such claim will be limited to the maximum period permitted by such section.

2.4 Indemnification. The indemnification rights and obligations of the Parties are set forth on Exhibit D. 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 seven (7) 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. No later than December 31, 2024, Sellers to provide Buyer with accurate and correct copies of the consolidated audited balance sheets, statements of income and statements of cash flows of the Companies for the years ended and as at September 30, 2024.

3.2 Certain Employee Benefits Matters.

(a) Pre-Closing Conduct; Other Liabilities. Sellers shall, effective as of the Closing Date, terminate the employment of any employees of Sellers, for whom Buyer has indicated in Schedule 3.2(a) its desire to offer employment effective as of the Closing (each, a “Former Seller Employee”). Each Seller shall be liable for all Liabilities arising as a result of, or related to, the Seller’s 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, except as otherwise provided in Section 3.2(c) of this Agreement. Buyer shall be liable for all Liabilities that arise due to the employment of any Transferred Employee on or after the Closing Date by Buyer and/or the termination of employment of any such employee by Buyer after the Closing Date, including but not limited to any Liabilities related to the Worker Adjustment and Retraining Notification Act of 1998 (the “WARN Act”) related to terminations 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.

(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 as determined by Buyer in its sole discretion. 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. Notwithstanding the foregoing, Buyer acknowledges that if it terminates more than fifty (50) of the Transferred Employees for reasons other than “cause” (defined consistently with customary business practices in the industry) within sixty (60) days following the Closing Date, that Buyer may be liable for any and all liability under the Worker Adjustment and Retraining Notification Act in the event Buyer violates the foregoing covenant.

(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. For avoidance of doubt, and notwithstanding anything in this Agreement to the contrary, Sellers shall not be liable, and Buyer will be solely liable for the provision of health plan continuation coverage in accordance with the requirements under Section 4980B of the Code and Part 6 of title I of ERISA and the regulations thereunder (“COBRA”) with respect to each Seller’s employees who experience a “qualifying event” (within the meaning of COBRA) under any Employee Benefit Plan on or prior to the Closing Date. Also, Buyer shall be solely responsible and liable for the provision of health plan continuation coverage in accordance with the requirements under COBRA for any Transferred Employees who experience a “qualifying event” (within the meaning of COBRA) incurred after the Closing Date under any employee benefit plan of Buyer or any of its Affiliates.

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. All state, county or local Transfer Taxes that are payable in connection with the transfer of the Acquired Assets or the assumption of the Assumed Liabilities shall be borne and paid 50% by Buyer and 50% by the applicable Seller. Sellers shall timely file any Tax Returns or other documents with respect to such Transfer Taxes as required by Law and shall provide Buyer a draft of such Tax Returns or other documents within ten (10) Business Days prior to the due date for filing the same for Buyer’s review and comment. Buyer shall advance to Seller within two (2) Business Days of the due date thereof the portion of such Transfer Taxes for which Buyer is responsible. Sellers shall promptly provide copies of such Tax Returns or other documents, including any comments received from Buyer, as filed with the appropriate Governmental Entity. The Parties agree that they shall use their Commercially Reasonable Best Efforts to qualify for exemption from sales taxes or otherwise reduce sales taxes in any other applicable jurisdiction.

(b) Payment of Taxes; Tax Returns. Sellers shall timely pay, or cause to be paid, and subject to the procedures set forth in Exhibit D shall 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 (“Buyer Prepared Return”) 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 or otherwise incurs 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. Buyer shall use Commercially Reasonable Best Efforts to cause each Buyer Prepared Return that reflects a Tax that is included in Excluded Liabilities for which Sellers are required to reimburse Buyer to be submitted to Parent for its review and comment in a reasonable amount of time prior to the due date of such Tax Return. Buyer shall consider in good faith any reasonable comments made by Parent.

(c) Cooperation. Buyer and Sellers shall (and shall cause their respective Affiliates to) (i) provide each other with such assistance as may reasonably be requested by either of them in connection with the preparation of any Tax Return, or any audit or other examination by any Governmental Entity or judicial or administrative proceedings relating to liability for Taxes, (ii) retain and provide each other with any records or other information that may be relevant to such Tax Return, audit or examination, proceeding or determination, and (iii) provide each other with any final determination of any such audit or examination, proceeding or determination that affects any amount required to be shown on any Tax Return of the other for any period.

3.4 Post-Closing Operations of Sellers; Name Changes. Except as reasonably necessary to wind down the Business, 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 “Tucker Lumber” is included among the Acquired Assets hereunder. Promptly following closing, except as otherwise agreed to among the parties, each of the Sellers

shall change its name that is not confusingly similar to the name set forth in the preceding sentence or any 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 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 Entity 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; (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; or (iv) except as required to operate the Excluded Assets in a manner consistent with their operation as of the date of Close.

(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, (i) each Seller and [ redacted ] hereby agrees that for a period of five (5) years after the Closing Date (a “Covenant Period”), and (ii) each of [ redacted ], [ redacted ], [ redacted ] and [ redacted ] hereby agrees that for a period of five (5) years after the end of each of their respective employment periods with Buyer (a “Covenant Period”), each Seller, [ redacted ], [ redacted ], [ redacted ], [ redacted ] and [ redacted ] shall not either for itself or through any Person, including any Family Member, 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 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. With respect to the Restricted Business and unless otherwise instructed by Buyer, 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. 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. Provided, however, that nothing shall prevent (i) any Seller from publishing via social media, newspaper or otherwise a general solicitation not directed at any such employee of Buyer or any of its Affiliates or (ii) any such employee from responding to such general solicitation.

(f) 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.

(g) 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 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) Buyer and Seller acknowledge that, to address each party’s respective legitimate business requirements, the Parties have agreed (i) to Close prior to Buyer’s receipt and review of Buyer’s Qualified Due Diligence Materials, and (ii) that Seller would transfer to Buyer, and that Buyer would accept from Seller, title to the Qualified Owned Real Property subject to the provisions of this Section 3.8.

(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) pursuant to the procedures set forth in Exhibit D (provided however that for purposes of this 3.8(b) there shall be no Deductible), 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 applicable 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.

(d) Seller shall convey to Buyer approximately 2.27 acre tract located in Pageland, SC having a TMS number of [ redacted ].

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. Such actions include, but are not limited to, (i) completing the Baseline Environmental Assessment, (ii) Sellers shall execute and deliver quitclaim deeds with respect to any Survey legal descriptions that Buyer obtains, and (iii) Buyer shall assist with any actions required to effectuate the transfer of any Permits.

3.10 Accounting Disputes Procedure. The Parties agree that certain disputes related to the Earn-Out Payment in Schedule 1.4(c) and the Purchase Price Allocations in Section 1.8 (collectively, the “Accounting Disputes”) herein will be resolved pursuant to the following procedures (collectively, the “Accounting Disputes Procedure”):

(a) Accounting Disputes shall be resolved by Deloitte LLP (“Deloitte”), or in lieu of Deloitte, an accountant with an independent U.S. based accounting firm of recognized national standing mutually acceptable to the Buyer and the Sellers and which accountant is not then providing, and has not provided services to either the Buyer or the Sellers at any time during the period commencing two (2) years prior to the Closing Date through the date of its determination regarding the Accounting Dispute (the “Accounting Firm”).

(b) The Accounting Firm shall not conduct an independent investigation in respect of its determination nor consider any settlement discussions or offers relating to any disputed matter between the Buyer and the Seller. At the Accounting Firm’s discretion, a oneday conference may be held concerning the dispute, at which conference each of Buyer and the Sellers will have the right to present their respective positions with respect to the dispute and have present their respective advisors, counsel and accountants. Buyer and the Seller will instruct the Accounting Firm to select one of its partners experienced in similar Accounting Disputes to make a final determination regarding the Accounting Dispute. Buyer and the Seller shall further instruct the Accounting Firm to make its determination as to the resolution of the Accounting Dispute (the “Accounting Firm Determination”) as soon as possible, but in no event later than thirty (30) days after receipt of the Accounting Dispute. The Accounting Firm shall act as an expert and not as an arbitrator (acting in accordance with the terms and conditions, and guidelines and procedures, set forth in this Agreement), shall limit its review to the Accounting Dispute only, shall be obligated to follow the terms and conditions set forth in this Agreement, and shall not be entitled to award, as to any Accounting Dispute, an amount greater than the greatest value claimed by either Party or less than the least amount claimed by either Party. Neither the Buyer nor the Seller shall have any written, or oral, ex parte communications with the Accounting Firm relating to the Accounting Dispute or this Agreement.

(c) The Accounting Firm Determination shall be final, non-appealable and binding upon the Parties with respect to the Accounting Dispute(s). The Accounting Firm Determination shall be reflected in a written report which shall be delivered promptly by the Accounting Firm to the Seller and Buyer and which, if requested by any of them, shall set forth

in reasonable detail the basis for the Accounting Firm’s final determination. The responsibility for the fees and expenses of the Accounting Firm shall be borne proportionally by Buyer and the Sellers based upon how much their respective positions differ from the Accounting Firm Determination.

(d) The Parties acknowledge that all discussions related to an Accounting Dispute are without prejudice communications made in confidence with the intent of attempting to resolve a litigious dispute and are subject to settlement privilege.

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. The disclosures made by Seller in the Disclosure Letter are (i) qualified in their entirety by reference to the specific provisions of Exhibit B of this Agreement and the representations, warranties and agreements to which the Schedules pertain and (ii) are not intended to constitute, and shall not be construed to constitute, any separate representation, warranty or agreement of any party, or as broadening or expanding the representations, warranties or agreements contained in this Agreement. No reference in the Disclosure Letter relating to any possible noncompliance, breach or violation of any contract, permit or law shall be construed as an admission or indication that any such noncompliance, breach or violation exists or has actually occurred, and nothing in the Disclosure Letter shall constitute an admission of any Liability or obligation of Seller or the Seller Principals to any third party or shall confer or give to any third party any remedy, claim, liability, reimbursement, cause of action or other right. The disclosure of a particular item of information in the Disclosure Letter shall not constitute an admission by Seller or the Seller Principals that such item is material, that such item has had or would have a Material Adverse Effect or that the disclosure of such item is required to be made under the terms of this Agreement. Any matter referenced in any section or subsection of the Disclosure Letter shall be deemed disclosed in all other sections or subsections of the Disclosure Letter to the extent that it is reasonably apparent

from a reading of the disclosure that such disclosure is applicable to such other sections and subsections.

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 recitals, Exhibits, Schedules, and the Disclosure Letter 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 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 to the addressee if sent by a nationally recognized overnight courier (receipt requested); or (ii) 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, and provided that a copy of such notice is also sent the same day by overnight courier or certified in accordance with subsection (i). 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). All notices to any Sellers shall provide a copy to Nelson Mullins Riley & Scarborough LLP to the attention of both Thomas F. Moran, Esq. and Jenny F. Shealy, Esq.

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

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.

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. Notwithstanding the foregoing, Buyer shall be responsible for, and shall reimburse Seller for, all costs actually incurred by Seller to obtain current zoning reports for the Owned Real Property and all costs actually incurred to obtain current as-built land Surveys of the Owned Real Property which are acceptable to the Title Company to delete the standard survey exceptions of the title policies. Seller will pay the premiums and other costs related to the issuance of the Commitments for Title Insurance, title policy pro formas, and the title policies. Notwithstanding the foregoing, Buyer shall pay all costs of the title endorsements listed on Schedule 4.12.

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 Delaware 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 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. Each Seller and Seller Principal acknowledges that it is sophisticated and has been advised by experienced counsel and, to the extent it deemed necessary, other advisors in connection with the negotiation and drafting of this Agreement. 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.

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

SELLERS:

C.M. TUCKER LUMBER COMPANIES, LLC

By: [ redacted ] [ redacted ] [ redacted ]

TUCKER MANAGEMENT COMPANY, LLC , a South Carolina limited liability company

By: C.M. Tucker Lumber Companies, LLC Its: Member By: [ redacted ] ____ [ redacted ]