NCG160195_COMPLETE FILE - HISTORICAL_20170421

STORMWATER DIVISION CODING SHEET
NCG PERMITS
PERMIT N0.
DOC TYPE
HISTORICAL FILE
❑ MONITORING REPORTS
DOC DATE
o Jcl t� n y a �
YYYYMMDD
0

Energy, Mineral &
Land Resources
ENVIRONMENTAL QUALITY
Mr. Robert Carter
GemSeal
139 S. Walnut Circle
Greensboro, N.C. 27409
Dear Mr. Carter:
ROY COOPER
Governor
MICHAEL S. REGAN
Secretary
TRACY DAVIS
Director
April 17, 2017 RECEIVED
APR 21 201i
CENTRAL FILES
D'WR SECTION
Subject: NPDES Stormwater Permit NCG160195
GemSeal
Formerly Bonsai American
Guilford County
Division personnel received your request to revise your stormwater permit Certificate of
Coverage to accurately reflect your new company and/or facility name.
Please find enclosed the revised Certificate of Coverage. The terms and conditions contained
in the General Permit remain unchanged and in full effect. This revised Certificate of
Coverage is issued under the requirements of North Carolina General Statutes 143-215.1 and
the Memorandum of Agreement between North Carolina and the U.S. Environmental
Protection Agency.
If you have any questions or need further information, please contact the Stormwater
Permitting Program at [phone].
Sincerely,
for Tracy E. Davis, P.E., CPM, Director
Division of Energy, Mineral and Land
Resources
cc: Winston-Salem Regional Office
Stormwater Permitting Program Files
Central -Files
State of North Carolina I Environmental Quality I Energy. Mineral and Land Resources
512 N. Salisbury Street k 1612 Mail Service Center I Raleigh, North Carolina 27699-1612
919 707 9200

STATE OF NORTH CAROLINA
DEPARTMENT OF ENVIRONMENTAL QUALITY
DIVISION OF ENERGY, MINERAL, AND LAND RESOURCES
GENERAL PERMIT NO. NCG160000
CERTIFICATE OF COVERAGE No. NCG160195
STORMWATER DISCHARGES
NATIONAL POLLUTANT DISCHARGE ELIMINATION SYSTEM
In compliance with the provision of North Carolina General Statute 143-215.1, other lawful
standards and regulations promulgated and adopted by the North Carolina Environmental
Management Commission, and the Federal Water Pollution Control Act, as amended,
GemSeal
is hereby authorized to discharge stormwater from a facility located at:
GemSeal
139 South Walnut Circle
Greensboro
Guilford County
to receiving waters designated as unnamed tributary to South Buffalo Creek, a class C; NSW
water, in the Cape Fear River Basin; in accordance with the effluent limitations, monitoring
requirements, and other conditions set forth in Parts I, II, III, and IV of General Permit No.
NCG 160000 as attached.
This certificate of coverage shall become effective April 17, 2017.
This Certificate of Coverage shall remain in effect for the duration of the General Permit.
Signed this day April 17, 2017.
for Tracy E. Davis, P.E., Director
Division of Energy, Mineral, and Land Resources
By the Authority of the Environmental Management Commission

fJ_
'
Division of Energy, Mineral
& Land Resources FOR AGENCY USE ONLY
Date Received
�r Land Quality Section/Stormwater Permitting Year Month Day
NC®EN® National Pollutant Discharge Elimination System
Iwrn CA nw Qenv+nre.n a
PERMIT NAMEIOWNERSHIP CHANGE FORM
1. Please enter the permit number for which the
change is requested.
NPDES Permit
(or) Certificate of Coverage
t *, I C, _S, Q
N C G 11 61 0 11 9 1 5
IL Permit status prier to requested change.
a. Permit issued to (company name):
Bonsal American
b. Person for permit:
Robert Carter
�l
RFirst
MI Last
MAR 2.7 20V
Plant Manager
Title
D QUALITY
139 S Walnut
DENR TERpERMInING
ST�RMW
Permit IfolderMailing Address
Greensboro NC 27409
City State Zip
336 ) 854-8200 ( 336 854-8202
Phone Fax
c. Facility name (discharge):
Bonsai American
d. Facility address:
139 s walnut Circle
Address
Greensboro NC 274C9
Ciiv State Zip
e. Facility contact person:
Renee Gilbert ( 336) 854-8200
First 1 MI 1 Last Phone
lit. Please provide the following for the requested change (revised permit).
a. Request for change is a result of:
[R Change in ownership of the facility
❑x Name change of the facility or owner
If other please explain:
b. Permit issued to (company name):
GemSeal
c. Person legally responsible for permit:
Robert Carter
First MI Last
Plant Manager
Title
139 S Walnut Circle
Pennit Molder Mailing Address
Greensboro NC 27409
City State "Lip
( 336 ) 854-8200 [e-mail]
Phone 1-1-mail Address
d. Facility name (discharge):
GemSeal
e. Facility address:
139 S Walnut Circle
Address
Greensboro NC 27409
City State Zip
f. Facility contact person:
Renee Gilbert
First M l Last
( 336) 854-8200 [e-mail]
Phone L-mail Address
1V. Permit contact information (if different from the person legally responsible for the permit)
Revised Jan. 27, 2014

NPDES PERMIT NAME/OWNERSHIP CHANGE FORM
Page 2 of 2
Permit contact:
First 1\111 Last
Title
Nlailing Address
City state Zip
Phone E-mail Address
Will the permitted facility continue to conduct the same industrial activities conducted prior
V. to this ownership or name change?
❑X Yes
❑ No (please explain)
Vl Required Items: THIS APPLICATION WILL BE RETURNED UNPROCESSED IF ITEMS
ARE INCOMPLETE OR MISSING:
❑ This completed application is required for both name change and/or ownership change
requests.
❑ Legal documentation of the transfer of ownership (such as relevant pages of a contract deed,
or a bill of sale) is reguiredT for an ownership change request. Articles of incorporation are
not sufficient for an ownership change.
The certifications below must be completed and signed by both the permit holder prior to the change, and
the new applicant in the case of an ownership change request. For a name change request, the signed
Applicant's Certification is sufficient.
PERMITTEE CERTIFICATION (Permit holder prior to ownership change):
IRobenCarter attest that this application for a name/ownership change has been reviewed and is accurate and
complete to the best of my knowledge. 1 understand that if all required parts of this application are not
completed and that if all required supporting information is not included, this application package will be
re ed as incomplete.
Signature Date
APPLICANT CERTIFICATION
IRobar[Carterattest that this application for a name/ownership change has been reviewed and is accurate and
complete to the best of my knowledge. I understand that if all required parts of this application are not
completed and that if all required supporting information is not included, this application package will be
returned -a ' complete.
.3 // 7
Signature Date
PLEASE SEND THE, COMPLETE APPLICATION PACKAGE TO:
Division of Energy, Mineral and Land Resources
Stormwater Permitting Program
1612 Mail Service Center
Raleigh, North Carolina 27699-1612
Revised Jar. 27. 2014

Execution Version
ASSET PURCHASE AGREEMENT
ASSET PURCHASE AGREEMENT, dated as of January 15, 2016 (the
"Agreement"), by and among Bonsai American, Inc., a Delaware corporation
and Gem Asset Acclidsition LLC, a Delaware limited liability company ("Purchaser'}.
WITNESSETH:
WHEREAS, Seller through its GemSeal Pavement Products Division (the
"Division"), is engaged in the business of manufacturing, marketing, selling and
distributing asphalt and coal tar emulsions, crack sealers, paints, tools, and equipment to
repair and protect asphalt on commercial and residential driveways and parking areas, as
well as blending, selling and distributing proprietary liquids for the manufacture of low
VOC or other cold mix asphalt used as a patching material (the "Business") at and from
the nine manufacturing facilities described on Schedule 4.8(a) (each, a "Facility");
WHEREAS, Seller desires to sell to Purchaser, and Purchaser desires to
purchase from Seller, substantially all of the assets of Seller related to or used in the
Business, upon the terms and conditions hereinafter set forth; and
WHEREAS, certain terms used in this Agreement are defined in
Section 9.1;
NOW. THEREFORE, in consideration of the premises and the mutual
covenants and agreements hereinafter contained and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereby agree as follows:
ARTICLE I
SALE AND PURCHASE
1.1 Sale and Purchase of Assets. Upon the terms and subject to the
conditions contained herein, Seller agrees to sell (or in the case of the real estate
comprising the Franklin Park and Tampa Facilities, to cause Seller's relevant Affiliate to
sell) to Purchaser, and Purchaser agrees to purchase from Seller, free and clear of all
Liens; other than Permitted Exceptions, all of Sellers right, title and interest in and to all
Seller Assets primarily used or held for use in the Business, including all of the assets of
Seller located at the Owned Properties (the "Purchased Assets"). Without limiting the
generality of the foregoing, the Purchased Assets include all of the Seller's right, title and
interest in. to and under the following:
(a) the Owned Properties as set forth on Schedule 4.8(a) (other than
the White Marsh Property and the Tampa Property, as identified on such Schedule);
ropyided, that notwithstanding the foregoing, the Owned Properties purchased by
Purchaser hereunder shall be conveyed to the wholly -awned subsidiaries of Purchaser set
forth on Schedule 1.1(a).
73712008

(b) the machinery, equipment, vehicles, fixtures, furnishings, furniture,
and other tangible personal property used by the Division and listed on Schedule 1.1(b)
(the "Tangible Personal Property");
(c) all inventories of raw materials, work -in -process. supplies,
consumables and the like (the "Inventory") located at any Facility and held for and use in
the Business, and all rights to receive refunds; rebates or credits in connection with the
purchase thereof;
(d) all Contracts listed on Schedule 1.1 d , and all purchase and sales
orders issued or entered into in the ordinary course of the Business (the "Assumed
Contracts");
(e) all Permits held by Seller related to any Facility, the conduct of the
Business by the Division or the ownership or operation of the Purchased Assets, to the
extent transferable to Purchaser (the "Assumed Permits"). including those Permits set
forth on Schedule ] ,I (e);
(0 all books and records of Seller to the extent relating to the
Business, the Purchased Assets, the Assumed Liabilities or the Hired Employees, except
for Tax Returns of the Seller;
(g) all prepaid expenses and deposits, license fees, deferred charges,
advance payments, security deposits and prepaid items relating to the Business or other
Purchased Assets, excluding any such items exclusively relating to Excluded Assets;
(h) all Intellectual Property owned by Seller and used in the Business
(the "Purchased Intellectual Property"), including those items set forth on Schedule
4.10 a ;
(i) all customer and supplier lists, goodwill, information, mailing lists,
subscriber and advertiser lists, advertising, marketing, promotional and ancillary
materials and sources, market surveys and marketing know-how, and planned products
and services (if any), used in or related to the Business, provided however, that to the
extent used in businesses of Seller other than the Business,. Seller may retain copies and
access to the foregoing for its other legitimate business purposes not in violation of
Section 6.1 1;
(j} all accounts receivable, trade accounts receivable, notes receivable
and other debts owing to the Seller, all prepaid expenses in the Seller's possession,
advances and deposits in the Seller's possession, all payments in transit to the Seller, and
all refunds or rebates that may now or hereafter be determined to be owed to the Seller, in
each case arising from the conduct of the Business, and all rights to bill customers for
products shipped or services rendered in the Business before the Effective Time, to the
extent included in Net Working Capital; and
2
73712008

(k) all claims, causes of action and other rights relating to the
Purchased Assets, including with respect to any warranties provided by third parties.
1.7 Excluded Assets. Notwithstanding anything contained in this
Agreement to the contrary, Purchaser shall not acquire any of the following assets or
properties of Seller, whether or not related to the Business (collectively, the "Excluded
Assets"):
(a) the White Marsh Property or Tampa Property, subject to the
provision of Section 3.4 a hereof;
(b) cash, certificates of deposit, bank deposits, negotiable instruments;
marketable securities, short-term investments and other cash equivalents, excluding petty
cash oil hand at the Facilities;
(c) the corporate seal, minute books, stock books, blank share
certificates and other records relating to the corporate or other legal organization of Seller
or any subsidiary. and any other books and records which (i) Seller is required by
applicable Law to retain; (ii) relate exclusively to any other Excluded Assets; or (iii) do
not relate directly to the Business or the Purchased Assets;
(d) shares of capital stock or other equity interests in any Person;
(e) any insurance policies or insurance coverage (or assumed
coverage) of the Seller or any of its Affiliates, including any policy or coverage relating
to the Purchased Assets or the Facilities and any claim under any such policy or
coverage;
(f) all claims against any Person relating to any of the Excluded
Assets or Retained Liabilities;
(g) the Company Benefit Plans and all rights, assets, properties and
contracts with respect to the Company Benefit Plans;
(h) all claims for and rights to receive refunds, rebates or similar
payments of Taxes and other charges of Governmental Bodies to the extent such Taxes
and other charges were paid prior to the Closing by or on behalf of the Seller or any
Affiliate of the Seller and were not taken into account in the calculation of the Net
Working Capital or any proration pursuant to Section 6.7(a) and subject to Section 6.7(d).
all Tax Returns and all notes, worksheets, files or documents relating thereto;
(i) all rights to the corporate and fictitious names and trademarks of
Seller and its Affiliates not listed on Schedule 4.10(a), including the names and/or
trademarks "BONSAL'', "BONSAL AMERICAN", "SAKRETE", "OLDCASTLE", and
variations of each of them, and any products, raw materials or inventory marketed, sold
or distributed as of the Closing Date by Seiler or its Affiliates under the "SAKRETf"
brand to the extent not constituting Inventory of the Business;
737i?008

{j) rights to Software licensed by or from any Affiliate of Seller;
(k) all offers, documents and materials prepared or received in
connection with the proposed sale of the Business, including offers received froin
prospective purchasers; and
(1) all assets and rights of Seller listed on Schedule 1.2(1), or otherwise
not used or held for use primarily in the Business.
1.3 Assumed Liabilities. As additional consideration in respect of the
Purchased Assets, Purchaser agrees to assume the following Liabilities relating to the
Business or the Purchased Assets (the `'Assumed Liabilities"):
(a) all obligations to be performed after the Effective Time under the
Assumed Contracts and any Permits that are Purchased Assets. other than any
obligations, Liabilities or commitments arising from any non-performance, breach or
default by Seller or its Affiliates prior to the Closing;
(b) all Warranty Obligations; and
(c) all accounts payable, accrued expenses and other current liabilities
to the extent taken into account in the determination of the Net Working Capital.
IA Retained Liabilities. Notwithstanding Section 1.3. Seller will
retain, and Purchaser will not assume, or be responsible or liable with respect to, any
Liabilities of Seller other than the Assumed Liabilities (collectively the "Retained
Liabilities'). For the avoidance of doubt. Retained Liabilities shall include, without
limitation, each of the following Liabilities:
(a) all Liabilities of Seller and its Affiliates (other than Assumed
Liabilities) accruing prior to the Closing;
(b) except as other+vise provided in Section 6.7 c . any and all Taxes
(whether assessed or unassessed), payable by the Seller or any of its Affiliates, regardless
of the taxable period to which such Taxes pertain or relate, including any and all income
Taxes payable by Seller or its Affiliates in connection with the purchase and sale of the
Business and Purchased Assets pursuant to this Agreement;
(c) any costs and expenses incurred by Seller or any of its Affiliates in
connection with this Agreement and the transactions contemplated hereby;
(d) any Indebtedness of Seller or any of its Affiliates;
(e) any Liability relating to any Excluded Asset;
(f) any Liabilities under any Company Benefit Plans;
73712008

w
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
respective officers thereunto duly authorized, as of the date first written above.
SELLER:
BONSAL AMERICAN, INC.
By:
Name: Michael Schaeff
Title: Secretary
PURCHASER:
GEM ASSET ACQUISITION LLC
By: Gem Investors Holdings, its sole member
Naive:
Title:
[Signature Page to Asset Purchase Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
respective officers thereunto duly authorized, as of the date tirst written above.
SELL E R:
BONSAI, AMERICAN, INC.
By:
Name: Michael Schaeffer
'Title: Secretary
PURCHASER:
GFM ASSET ACQUISITION LLC
13y: Gem Invcstor I Ic#'ngs LLC, its sole member
13y:
Name: Brad Wallace
Title: President
[Signature Page to Asset Purchase Agreement]

Division of Energy, Mineral & Land Resources
1' Land Quality Section/Stormwater Permitting
NC®ENR National Pollutant Discharge Elimination System
PERMIT NAME/OWNERSHIP CHANGE FORM
AGENCY USE ONLYDate
Received
P
Month pay
1. Please enter the permit number for which the change is requested.
NPDES Permit
(or) Certificate of Coverage
FTIG 19. 0 I I I F77
1 N 101 G I-- 1 6 01 11 9 1 5
II. Permit status prior to requested change.
a. Permit issued to (company name):
Bonsal American
b. Personl��$� for permit:
Robert Carter
RFirst
MI Last
MAR 2 7 20V
Plant Manager
Title
139 S Walnut
RMIT MG
Permit Holder Mailing Address
STORM)NTERP
Greensboro NC 27409
City State "Zip
( 336 ) 854-8200 ( 336 ) 854-8202
Phone Fax
c. Facility name (discharge):
Bonsai American
d. Facility address:
1395Walnut Circle
Address
Greensboro NC 27409
Ciiy State Zip
e. Facility contact person:
Renee Gilbert ( 336) 854-8200
First I MI I Last Phone
fit. Please provide the following for the requested change (revised permit).
a. Request for change is a result of:
[R Change in ownership of the facility
0 Name change of the facility or owner
If other please explain:
b. Permit issued to (company name):
GemSeal
c. Person legally responsible for permit:
Robert Carter
First Ml Last
Plant Manager
Title
d. Facility name (discharge):
e. Facility address:
139 S Walnut Circle
Permit Holder Mailing Address
Greensboro NC 27409
City State Zip
( 336 ) 854-8200 [e-mail]
Phone E-mail Address
GemSeal
139 S Walnut Cirde
Address
Greensboro NC 27409
City State Zip
f. Facility contact person: Renee Gilbert
First Ml Last
( 336) 854-8200 [e-mail]
Phone E-mail Address
IV. Permit contact information (if different from the person legally responsible for the permit)
Revised Jan. 27.2014

NPDES PERMIT NAMEIOWNERSHIP CHANGE FORM
Page 2 of 2
1
Permit contact:
First M1 Last
Title
Mailing Address
City State Zip
Phone E-mail Address
V. Will the permitted facility continue to conduct the same industrial activities conducted prior
to this ownership or name change?
❑X Yes
❑ No (please explain)
VI Required Items: THIS APPLICATION WILL BE RETURNED UNPROCESSED IF ITEMS
ARE INCOMPLETE OR MISSING:
❑ This completed application is required for both name change and/or ownership change
requests.
❑ Legal documentation of the transfer of ownership (such as relevant pages of a contract deed,
or a bill of sale) is required for an ownership change request. Articles of incorporation are
not sufficient for an ownership change.
The certifications below must be completed and signed by both the permit holder prior to the change, and
the new applicant in the case of an ownership change request. For a name change request, the signed
Applicant's Certification is sufficient.
PERM ITTEE CERTIFICATION (Permit holder prior to ownership change):
]; oLbO caM1rattest that this application for a name/ownership change has been reviewed and is accurate and
complete to the best of my knowledge. [ understand that if all required parts of this application are not
completed and that if all required supporting information is not included, this application package will be
r qiid om
s incplete.
Q;:� 3/is/0
Signature Date
APPLICANT CERTIFICATION
I.RoberlCangrattest that this application for a name/ownership change has been reviewed and is accurate and
complete to the best of my knowledge. I understand that if all required parts of this application are not
completed and that if all required supporting information is not included, this application package will be
returned- ' omplete.
.3/1sl1 7
Signature Date
PLEASE SEND THE COMPLETE APPLICATION PACKAGE TO:
Division of Energy, Mineral and Land Resources
Stormwater Permitting Program
1612 Mail Service Center
Raleigh, North Carolina 27699-1612
Revised Jan, 27, 2414

Execution Version
ASSET PURCHASE AGREEMENT
ASSET PURCHASE AGREEMENT, dated as of January 15, 2016 (the
".Agreement"), by and among Bonsai American, Inc., a Delaware corporation ("Seller"),
and Gem Asset Acquisition LLC, a Delaware limited liability company ("Purchaser').
WITNESSETH:
WHEREAS, Seller through its GemSeal Pavement Products Division (the
"Division"), is engaged in the business of manufacturing, marketing, selling and
distributing asphalt and coal tar emulsions, crack sealers, paints, tools, and equipment to
repair and protect asphalt on commercial and residential driveways and parking areas, as
well as blending, selling and distributing proprietary liquids for the manufacture of low
VOC or other cold mix asphalt used as a patching material (the "Business") at and from
the nine manufacturing facilities described on Schedule 4.8(a) (each, a "Facility");
WHEREAS, Seller desires to sell to Purchaser, and Purchaser desires to
purchase from Seller, substantially all of the assets of Seller related to or used in the
Business, upon the terms and conditions hereinafter set forth; and
WHEREAS, certain terms used in this Agreement are defined in
Section 9.1;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements hereinafter contained and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereby agree as follows:
ARTICLE I
SALE AND PURCHASE
1.1 Sale and Purchase of Assets. Upon the terms and subject to the
conditions contained herein, Seller agrees to sell (or in the case of the real estate
comprising the Franklin Park and Tampa Facilities,,to cause Seller's relevant Affiliate to
sell) to Purchaser, and Purchaser agrees to purchase from Seller, free and clear of all
Liens, other than Permitted Exceptions, all of Seller's right, title and interest in and to all
Seller Assets primarily used or held for use in the Business, including all of the assets of
Seiler located at the Owned Properties (the "Purchased Assets"). Without limiting the
generality of the foregoing, the Purchased Assets include all of the Seller's right, title and
interest in, to and under the following:
(a) the Owned Properties as set forth on Schedule 4.8(a) (other than
the White Marsh Property and the Tampa Property, as identified on such Schedule);
provided, that notwithstanding the foregoing, the Owned Properties purchased by
Purchaser hereunder shall be conveyed to the wholly -owned subsidiaries of Purchaser set
forth on Schedule l.l(a).
73712008

(b) the machinery, equipment, vehicles, fixtures, furnishings, furniture,
and other tangible personal property used by the Division and listed on Schedule LI(b)
(the ''Tangible Personal Property");
(c) all inventories of raw materials, work -in -process, supplies,
consurnables and the like (the "inventory') located at any Facility and held for and use in
the Business, and all rights to receive refunds, rebates or credits in connection with the
purchase thereof;
(d) all Contracts listed on Schedule l.IM and all purchase and sales
orders issued or entered into in the ordinary course of the Business (the "Assumed
Contracts");
(e) all Permits held by Seller related to any Facility, the conduct of the
Business by the Division or the ownership or operation of the Purchased Assets, to the
extent transferable to Purchaser (the "Assumed Permits"), including those Permits set
forth on Schedule I.I(e);
(0 all books and records of Seller to the extent relating to the
Business, the Purchased Assets, the Assumed Liabilities or the Hired Employees, except
for Tax Returns of the Seller;
(g) all prepaid expenses and deposits, license fees, deferred charges,
advance payments, security deposits and prepaid items relating to the Business or other
Purchased Assets, excluding any such items exclusively relating to Excluded Assets;
(h) all Intellectual Property owned by Seller and used in the Business
(the "Purchased Intellectual Property"), including those items set forth on Schedule
4.10 a ;
(i) all customer and supplier lists, goodwill, information, mailing lists,
subscriber and advertiser lists, advertising, marketing, promotional and ancillary
materials and sources, market surveys and marketing know-how, and planned products
and services (if any), used in or related to the Business, provided, however, that to the
extent used in businesses of Seller other than the Business, Seller may retain copies and
access to the foregoing for its other legitimate business purposes not in violation of
Section 6.1 l;
(j) all accounts receivable, trade accounts receivable, notes receivable
and other debts owing to the Seller, all prepaid expenses in the Seller's possession,
advances and deposits in the Seller's possession, all payments in transit to the Seller, and
all refunds or rebates that may now or hereafter be determined to be owed to the Seller, in
each case arising from the conduct of the Business, and all rights to bill customers for
products shipped or services rendered in the Business before the Effective Time, to the
extent included in Net Working Capital; and
2
73712009

(k) all claims, causes of action and other rights relating to the
Purchased Assets, including with respect to any warranties provided by third parties.
1.2 Excluded Assets. Notwithstanding anything contained in this
Agreement to the contrary, Purchaser shall not acquire any of the following assets or
properties of Seller, whether or not related to the Business (collectively, the "Excluded
Assets"):
(a) the White Marsh Property or Tampa Property, subject to the
provision of Section 3.4(a) hereof;
(b) cash, certificates of deposit, bank deposits, negotiable instruments,
marketable securities, short-term investments and other cash equivalents, excluding petty
cash on hand at the Facilities;
(c) the corporate seal, minute books, stock books, blank share
certificates and other records relating to the corporate or other legal organization of Seller
or any subsidiary, and any other books and records which (i) Seller is required by
applicable Law to retain; (ii) relate exclusively to any other Excluded Assets; or (iii) do
not relate directly to the Business or the Purchased Assets;
(d) shares of capital stock or other equity interests in any Person;
(e) any insurance policies or insurance coverage (or assumed
coverage) of the Seller or any of its Affiliates, including any policy or coverage relating
to the Purchased Assets or the Facilities and any claim under any such policy or
coverage;
(f) all claims against any Person relating to any of the Excluded
Assets or Retained Liabilities;
(g) . the Company Benefit Plans and all rights, assets, properties and
contracts with respect to the Company Benefit Plans;
(h) all claims for and rights to receive refunds, rebates or similar
payments of Taxes and other charges of Governmental Bodies to the extent such Taxes
and other charges were paid prior to the Closing by or on behalf of the Seller or any
Affiliate of the Seller and were not taken into account in the calculation of the Net
Working Capital or any proration pursuant to Section 6.7(a) and subject to Section 6.7(d),
all Tax Returns and all notes, worksheets, files or documents relating thereto;
(i) all rights to the corporate and fictitious names and trademarks of
Seller and its Affiliates not listed on Schedule 4.10(a), including the names and/or
trademarks "BONSAL", "BONSAL AMERICAN", "SAKRETE", "OLDCASTLE", and
variations of each of them, and any products, raw materials or inventory marketed, sold
or distributed as of the Closing Date by Seller or its Affiliates under the "SAKRETE"
brand to the extent not constituting Inventory of the Business;
73712008

i
0) rights to Software licensed by or from any Affiliate of Seller;
(k) all offers, documents and materials prepared or received in
connection with the proposed sale of the Business, including offers received from
prospective purchasers; and
(1) all assets and rights of Seller listed on Schedule LLIJ or otherwise
not used or held for use primarily in the Business.
1.3 Assumed Liabilities. As additional consideration in respect of the
Purchased Assets, Purchaser agrees to assume the following Liabilities relating to the
Business or the Purchased Assets (the "Assumed Liabilities'):
(a) all obligations to be performed after the Effective Time under the
Assumed Contracts and any Permits that are Purchased Assets, other than any
obligations, Liabilities or commitments arising from any non-performance, breach or
default by Seller or its Affiliates prior to the Closing;
(b) all Warranty Obligations; and
(c) all accounts payable, accrued expenses and other current liabilities
to the extent taken into account in the determination of the Net Working Capital.
1.4 Retained Liabilities. Notwithstanding Section 1.3, Seller will
retain, and Purchaser will not assume, or be responsible or liable with respect to, any
Liabilities of Seller other than the Assumed Liabilities (collectively the "Retained
Liabilities"). For the avoidance of doubt, Retained Liabilities shall include, without
limitation, each of the following Liabilities:
(a) all Liabilities of Seller and its Affiliates (other than Assumed
Liabilities) accruing prior to the Closing;
(b) except as otherwise provided in Section 63(c), any and all Taxes
(whether assessed or unassessed), payable by the Seller or any of its Affiliates, regardless
of the taxable period to which such Taxes pertain or relate, including any and all income
Taxes payable by Seller or its Affiliates in connection with the purchase and sale of the
Business and Purchased Assets pursuant to this Agreement;
(c) any costs and expenses incurred by Seller or any of its Affiliates in
connection with this Agreement and the transactions contemplated hereby;
(d) any Indebtedness of Seller or any of its Affiliates;
(e) any Liability relating to any Excluded Asset;
(f) any Liabilities under any Company Benefit Plans;
73712008
4

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
respective officers thereunto duly authorized, as of the date first written above.
SELLER:
BONSAL AMERICAN, INC.
By: kv4aj"44�
Name: Michael Schaeff
Title: Secretary
PURCHASER:
GEM ASSET ACQUISITION LLC
By: Gem investors Holdings, its sole member
By:
Name:
Title:
[Signature Page to Asset Purchase Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
respective of'f icers thereunto duly authorized, as of the date first written above.
SELLER:
BONSAL AMEI:ICAN, INC.
0
Name: Michaei Schaeffer
Title: Secretary
PURCHASER:
GEM ASSET ACQUISITION LLC
By: Gem Investors d'ngs LLC, its sole member
By:
Name: Brad Wallace
Title: President
[Signature Page to Asset Purchase Agreement]

City of Greensboro
J North Carolina
January 26, 2012
Getn Seal of North Carolina (Bonsal American)
Attn: Robert Carter, Plant Manager
139 S. Walnut Circle
Greensboro, NC 27409
RE: Industrial Compliance Inspection
Inspection location: Gem Sea] of North Carolina (Bonsai American)
139 S. Walnut Circle
S W Permit #: NCG 160195
Dear Mr. Carter:
On January 10, 2012 the City of Greensboro Stormwater Management Division completed an
industrial compliance inspection of the Gem Seal of North Carolina (Bonsai American). Local
regulations permit an inspection of industrial facilities under authority granted by City of
Greensboro Code of Ordinance Chapter 30, Article 12, Section 7.1 (C-5). This inspection
consisted of two parts: a review of the facility files/records and an on -site facility inspection.
The inspection was performed by Rebecca Wells, and the following deficiencies/observations
were noted during the inspection.
Stormwater Pollution Prevention Plan/Spill Plan Review
Site Maps and SWP3
♦ No deficiencies observed.
Spill Prevention and Response Plan
♦ No deficiencies observed.
Monitoring
♦ Conduct and document qualitative monitoring and include results in the plan.
Employee Training
♦ No deficiencies observed.
640 P.O. Box 3136 • Greensboro, NC 27402-3136 - www.greensboro-ne.gov • (336) 373-CITY (2489) - TTY # 333-6930

1
Site Inspection
Preventative Maintenance/Good Housekeeping
♦ Secondary containment on the date of the inspection was inadequate; leaks need to be
repaired and it must have a lockable release valve.•
♦ Establish a procedure to wash equipment so that the wastewater can be properly
managed.
Non-Stormwater Discharges
♦ To discharge blowdown condensate and cooling water, a general wastewater permit
from the North Carolina Department of the Environment (NCDENR) is required. Please
contact Mike Mickey, Environmental Specialist, at [phone].
It is recommended that Gem Seal of North Carolina (Bonsai American) take appropriate actions
to correct the noted deficiencies. If you have any questions concerning this inspection, please
contact me at 336-373-2516 or [e-mail].
Sincerely,
i4Areaee,_ vj--ZAAa_
Rebecca Wells, Water Quality Analyst
City of Greensboro, Water Resources Department
cc: Peter Schneider, Water Quality Supervisor
Mike Mickey, NCDENR
Industrial Inspection File

I
Mickey, Mike
From: Wells, Rebecca (Hall) [Rebecca.Wei [e-mail]]
Sent: Thursday, January 26, 2012 8:32 AM
To: Mickey, Mike
Cc: Shoffner, Debbie
Subject: RE: Bonsal American
Attachments: Gem Seal inspection letter 1-26-12.pdf
Mike,
Thanks for the guidance on this one; the inspection letter is attached.
Rebecca Wells, Water Quality Analyst
Department of Water Resources
City of Greensboro
Phone: [phone]; Fax: [phone]
PO Box 3136, Greensboro, NC 27402-3136
www.greensboro-nc.gov
From: Mickey, Mike [mailto:[e-mail]]
Sent: Monday, January 23, 2012 3:57 PM
To: Wells, Rebecca (Hall)
Subject: Bonsai American
Rebecca — Give me a call when you get a chance. Attached is info on our cooling water/boiler blowdown
wastewater permit.
Mike Mickey
Mike. MickevONCDENR.eov
NC Division of Water Quality
58S Waughtown Street
Winston-Salem, NC 27107
Phone: [phone]
FAX: [phone]
E-mail correspondence to and from this address may be subject to the North
Carolina Public Records Law and may be disclosed to third parties.
Please note that email sent to and from this address is subject
to the North Carolina Public Records Law and may be disclosed to third
parties.

(Ow
R LIVED
N.C. Oeot of ENR
WDENR
North Carolina Department of Environment and Natural Resou
Division of Water Quality
Beverly Eaves Perdue Coleen H. Sullins
Governor Director
March 13, 2009
Mr. Robert Carter
Bonsal American, Inc.
139 South Walnut Circle
Greensboro, NC 27409
MAR 17 2009
Winston-Salem
Regional Office
Dee Freeman
Secretary
Subject: General Permit No. NCG 160000
Gem Seal of North Carolina
COC No. NCG 160195
Guilford County
Dear Mr. Carter:
In accordance with your application for a discharge permit received on February 4, 2009
we are forwarding herewith the subject certificate of coverage (COC) to discharge under the
subject state — NPDES general permit. This permit is issued pursuant to the requirements of
North Carolina General Statute 143-215.1 and the Memorandum of Agreement between North
Carolina and the US Environmental Protection Agency dated October 15, 2007 (or as
subsequently amended).
Please take notice that this certificate of coverage is not transferable except after notice to
the Division of Water Quality. The Division of Water Quality may require modification or
revocation and reissuance ofthe certificate of coverage. This permit does not affect the legal
requirements to obtain other permits which may be required by -the Division of Water Quality or
permits required by the Division of Land Resources, Coastal Area Management Act or any other
federal or local governmental permit that may be required.
Please note that the attached permit expires on JI_Ily 31, 2009. Your COC will be
automatically renewed to cover the full 5 year term of the soon to be reissued permit. In the
interim you must abide by the terms of the expiring permit. You can review the proposed
general permit changes at(www.ncwatei-quality.org/su/publictiotice.litiii).
If you have any questions concerning this permit please contact Brian Lowther at
telephone number [phone].
a!lWIGNED BY
'IcKLE
Coleen H. Sullins
Wetlands and Stormwater Branch One
1617 Mail Service Center, Raleigh, North Carolina 27699-1617 North Caro a i n a
Location: 512 -8 N. Salisbury St. Raleigh, North Carolina 27604 � -}�� f�r� r/_ +
Phone: [phone] FAX: [phone] Customer Service: 1.877-623-6748 �/f �/ Ll6 jj;]/,/
Internet: mvw,ncwaferquality,org

C:UC: No. NCG160195
Mr. Robert Carter
8onsal American, Inc,
March B, 2009
cc: Winston Salcm Regional Office
Central Files
Stormwater Permitting Unit Files

STATE OF NORTH CAROLINA
DEPARTMENT OF ENVIRONMENT AND NATURAL RESOURCES
DIVISION OF WATER QUALITY
GENERAL PERMIT NO. NCG160000
CERTIFICATE OF COVERAGE No. NCG160195
STORMWATER DISCHARGES
NATIONAL POLLUTANT DISCHARGE ELIMINATION SYSTEM
In compliance with the provision of North Carolina General Statute 143-21 a.1, other lawful
standards and regulations promulgated and adopted by the North Carolina Environmental
Management Commission, and the Federal Water Pollution Control Act, as amended,
Bonsai American, Inc.
is hereby authorized to discharge stormwater from a facility located at
Gem Seal of North Carolina
139 South Walnut Circle
Greensboro
Guilford County
to receiving waters designated as unnamed tributary to South Buffalo Creek, a class C; NSW
water in the Cape Fear River Basin, in accordance with the effluent limitations, monitoring
requirements, and other conditions set forth in Parts 1, II, III, IV, V, and VI of General Permit
No. NCG 160000 as attached.
This certificate of coverage shall become effective March 13, 2009.
This Certificate of Coverage shall remain in effect for the duration of the General Permit.
Signed this 13`h day of March, 2009.
ORIGINAL SIGNED BY
KEN PICKLE
for Coleen H. Sullins., Director
Division of Water Quality
By the Authority of the Environmental Management Commission

LOCATION MAP:
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,�. �;t Gem -Seal of North Carolina
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1��� v'l \`-'w♦ ���Y.-1 �l {� 1 �~F^ •�,a.�1�-,� y .:w�' I � .' d 21 .�•-�-1F7a�� i�..� ri"`i.
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NCG160195
Bonseal American, Inc.
Gem -Seal of North Carolina
Latitude: 36901' 00" N
tt -
�ll
Longitude: 7911 52' Si" W
County: Guilford
Recei \tng Stream: UT tD South Buffalo Creek
Stream Class: C; NSW
Mq0 Sole 1'24,000
Sub -basin: 03-06-02 (Czpe Fear River Basin)
Facility Location

Re: General Permit NCG 160195
Subject: Re: General Permit NCG 160195
From: Corey Basinger <Corey.Basinger@ncmai].net>
Date: Mon, 09 Mar 2009 08:20:20 -0400
To: Brian Lowther <[e-mail]>
OK to issue.
Corey
Corey Basinger
Corey.BasingergNCmail.net
NC DENR Division of Water Quality
585 Waughtown Street
Winston-Salem, NC 27107
[phone]
Fax [phone]
E-mail correspondence to and from this address may be subject to the
North Carolina Public Records Law and may be disclosed to third parties.
On 3/6/2009 l :54 PM, Brian Lowther wrote:
Corey,
We've received an NOI from Bonsal American, Inc. for their site Gem Seal of North Carolina in
Greensboro (Guilford County) for coverage of their Asphalt Paving Mixtures and Blocks facility
under NCG16. The site discharges stormwater into a UT of South Buffalo Creek. The NOl is
attached.
Does the Winston-Salem Regional Office have any concerns about issuing this facility a COC for
this general permit, and are there any potential impacts to wetlands? If we don't receive any
objections, we'll issue the COC in 30 days.
Thanks,
Brian
Corey Basinger <Corey.Basinger a NCmail.net>
WSRO
NC DENR
1 of 1 3/9/2009 8:24 AM

A� Division of Water Quality / Water Quality Section
NCDENRNational Pollutant Discharge Elimination System
Evroo-- RF90l, 1
NCG 160000
NOTICE OF INTENT
FOR AGENCY USE ONLY
Dale Rcceived
Y « Momh
ba
(:eni Gcate of COYefage
Check tt 1 Am ant
1'670;�a—
Perm,r Aa\I£RCd to
r
National Pollutant Discharge Elimination System application for coverage under General Permit
NCG 160000:
STORMWATER DISCHARGES associated with activities classified as:
SIC 2951 Asphalt Paving Mixtures and Blocks
' Standard Industrial Classification Code
Note: Portable hot mix asphalt facilities may begin operation upon submittal of a Notice of Intent (NOI) and
implementation of a stormwater pollution prevention plan. Portable plants are defined as a temporary plant
installation for the purpose of dedicating at least 75% of all materials to a specific job or a plant which
continuously occupies a site for a period of six months or less. New permanent installations are required to
submit a NOI 90 days prior to beginning industrial activities.
1) Mailing address of owner/operator:
Name
Street Address
City
Telephone No.
(Please print or type)
BONSAL AMERICAN, INC.
139 SOUTH WALNUT CIRCLE
GREENSBORO State NC ZIP Code 27409
336 854-8200 Fax:
2) Location of facility producing discharge:
Facility Name
Facility Contact
Street Address
City
County
Telephone No.
Address to which all permit correspondence will be mailed
GEM SEAL OF NORTH CAROLINA
ROBERT CARTER
139 SOUTH WALNUT CIRCLE
GREENSBORO State NC ZIP Code 27409
GUILFORD
336 854-8200
Fax:
3) Physical Location Information:
Please provide a narrative description of how to get to the facility (use street names, state road numbers, and
distance and direction from a roadway intersection). North on Guilford College Road from Highway 421 (exit 213);
right on W Market Street; right on S Walnut Circle; 500 feet on left.
(A copy of a county map or USGS quad sheet with facility clearly located on the map is required to be submitted with this applica
�v
4) This NPDES Permit Application applies to which of the following
❑ New or Proposed Facility Date operation is to begin ja n t
X Existing-
;crTt �
5) Standard Industrial Classification: ; k 4,—
Provide the 4 digit Standard Industrial Classification Code (SIC Code) that describes the primary i `� ial o �r
activity at this facility
SIC Code: 2 9 5— 1 I�
Page t of 3
S W U-231-101701

a
NCG160000 N.O.I.
6) Provide a brief narrative description of the types of industrial activities and products manufactured at
this facility: Manufacturer of coal tar emulsion -based pavement sealer.
7) Discharge points 1 Receiving waters:
A
How many discharge points (ditches, pipes, channels, etc.) convey stormwater from the property? I
What is the name of the body or bodies of water (creek, stream, river, take, etc.) that the facility stormwater
discharges end up in? Unnamed tributary of South Buffalo Creek
If the site stormwater discharges to a separate storm sewer system, name the operator of the separate storm
sewer system (e.g. City of Raleigh municipal storm sewer).
8) Does this facility have any other NPDES permits?
9)
X No
❑ Yes
If yes, fist the permit numbers for all current NPDES permits for this facility: _
Does this facility have any Non -Discharge permits (ex: recycle permits)?
X No
❑ Yes
If yes, list the permit numbers for all current Non -Discharge permits for this facility: _
10) Does this facility employ any best management practices for stormwater control?
❑ No
X Yes
If yes, please briefly describe: Delivery trucks are fueled and serviced off -site; all mixing or blending of products is
performed indoors; and secondary containment is utilized for exterior bulk liquid storage tanks.
11) Does this facility have a Stormwater Pollution Prevention Plan?
❑ No
X Yes
If yes, when was it implemented? Prepared and implemented pending submittal of the NOL
12) Does this facility employ wet scrubbers for air particulate removal?
X No ❑ Yes
13) Are vehicle maintenance activities occurring at this facility?
X No ❑ Yes
14) Hazardous Waste:
a) Is this facility a Hazardous Waste Treatment, Storage, or Disposal Facility?
X No ❑ Yes
b) Is this facility a Small Quantity Generator (less than 1000 kg. of hazardous waste generated per month) of
hazardous waste?
X No ❑ Yes
c) Is this facility a Large Quantity Generator (1000 kg. or more of hazardous waste generated per month) of
hazardous waste?
X No ❑ Yes
Page 2 of 3
S W U-231-101701

NCG160000 N.O.I.
d) If you answered yes to questions b. or c., please provide the following information:
Type(s) of waste:
How is material stored:
Where is material stored:
How many disposal shipments per year.
Name of transport I disposal vendor:
Vendor address:
15) Certification:
North Carolina General Statute 143-215.6 b (i) provides that:
Any person who knowingly makes any false statement, representation, or certification in any
application, record, report, plan or other document filed or required to be maintained under Article 21 or
regulations of the Environmental Management Commission implementing that Article, or who falsifies,
tampers with or knowingly renders inaccurate any recording or monitoring device or method required to
be operated or maintained under Article 21 or regulations of the Environmental Management
Commission implementing that Article, shall be guilty of a misdemeanor punishable by a fine not to
exceed $10,000, or by imprisonment not to exceed six months, or by both. (18 U.S.C. Section 1001
provides a punishment by a fine of not more than $10,000 or imprisonment not more than 5 years, or
both, for a similar offense.)
I hereby request coverage under the referenced General Permit. I understand that coverage under this permit
will constitute the permit requirements for the discharge(s) and is enforceable in the same manner as an
individual permit.
I certify that I am familiar with the information contained in this application and that to the best of my
knowledge and belief such information is true, complete, and accurate.
Notice of Intent must be accompanied by a check or money order for $100.00 made payable to:
NCDENR
Final Checklist
This application will be returned as incomplete unless all of the following items have been included:
❑ Check for $100 made payable to NCDENR
❑ This completed application and all supporting documents
❑ Copy of county map or USGS quad sheet with location of facility clearly marked on map
Mail the entire package to:
Stormwater Permitting Unit
Division of Water Quality
1617 Mail Service Center
Raleigh, North Carolina 27699-1617
Note
The submission of this document does not guarantee the issuance of an NPDES permit.
Page 3 of 3
SW U-231-101701

Map of 139 S Walnut Cir Greensboro, NC by MapQuest
Page 1 of 2
A: 139 S Walnut Cir, Greensboro, NC 27409-2624
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Map of 139 S Walnut Cir Greensboro. NC by MapQuest
Page 1 of 2
MOZY'nisiV, U�I� -ON
A: 139 S Walnut Cir, Greensboro, NC 27409-2624
http://,.i'N,w.mapquest.com/maps?city=Greensboro&state=NC&address=139+S+Walnut+C.._ 2/27/2009

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FIGURE 1
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NCDENR
North Carolina Department of Environment' and Natural Resources
Division of Water Quality
Beverly Eaves Perdue Coleen H. Sullins
Governor Director
January 9, 2009
Mr. Robert Carter
Bonsai America, Inc.
139 South Walnut Circle
Greensboro, NC 27409
Dee Freeman
Secretary
Subject: New Permit: Request
Permit NCG160000
Your request for a new NPDES General Permit received on 'Z. f b I 1pq , is being returned due
to:
❑ Check for $100.00 made payable to NCDENR is missing.
❑ Application is incomplete.
ZAplication package is missing the supporting documents.
ssing copy of county map or USGS quad sheet with facility clearly marked.
❑ Other
Please return the information so we can continue processing your request. If you have any
additional questions, please contact Sarah Young at 919-807-6303,
F E Fj 1 , 2009
Wetlands and Stori;&ater Branch
1617 Mail Service Center, Raleigh, North Carolina 27699-1517
Location, 512 N. Salisbury St Raleigh, Ncrth Carolina 27604
Phone: [phone] L FAX: [phone]<941 Customer Service: 1-877-623-6748
Internet: vmv.ncvraterquality.org
An Equal Qp o ,unify l Affirmative Action Employer
Nne
ortliCarolina
Naturtl!!y