NCG210399_Name-Owner Change Supporting Info_4/15/2020

ASSET PURCHASE AGREEMENT
Effective March 2nd, 2020 ("Effective Date"), Woodgrain, Inc., an Oregon corporation,
and W.W. Culp, Inc., a North Carolina corporation, and its Shareholder, agree as follows:
Article 1
PARTIES.
1.1 Woodgrain. Woodgrain, Inc., is an Oregon Corporation ("Woodgrain"), with its
general offices located at 300 NW 16'" Street, Fruitland, Idaho 83619.
1.2 Culp. W.W. Culp, Inc., is a North Carolina corporation ("WW Culp") with its
general offices located at 405 Hillcrest Drive, Harrisburg, North Carolina 28075-9432. Southern
Shavings Company, Inc., is a North Carolina corporation ("Southern Shavings") with its
general offices located at 405 Hillcrest Drive, Harrisburg, North Carolina 28075-9432, W.W.
Culp Properties, L.L.C., is a North Carolina limited liability company (individually, "Culp
Properties," and, jointly and severally with WW Culp and Southern Shavings, "Culp") with its
general offices located at 405 Hillcrest Drive, Harrisburg, North Carolina 28075-9432.
1.3 Shareholders. The sole shareholder of Culp is William Culp ("Shareholder")
1.4 Sellers. Culp and Shareholder are jointly and severally identified as the
"Sellers."
1.5 Successors and Assigns. Subject to any express provisions in this Agreement
regarding restrictions on transfers or assignments, this Agreement shall be binding upon and
inure to the benefit of the parties and their respective successors, assigns, heirs, and personal
representatives. No party shall assign its rights and obligations set forth in this Agreement
without the consent of all the other parties, which consent shall not be unreasonably withheld.
Article 2
PURCHASE AND SALE.
2.1 Transfer and Assumption. At the Closing described in Article 8, and subject to
the terms and conditions of this Agreement, Culp agrees to sell, transfer and assign to
Woodgrain, and Woodgrain agrees to purchase, take delivery, take assignment, and assume
from Culp: (i) all tangible and intangible assets, claims, and other properties of Culp, including
but not limited to those assets specifically identified in Section 3.1 ("Assets"), and (ii) certain
liabilities of Culp specifically identified in Section 3.2, and excepting all other liabilities
("Liabilities").
2.2 Purchase Price. At the Closing described in Article 8, the purchase price
("Purchase Price") to be paid by Woodgrain to Culp pursuant to this Agreement is $600,000.
2.3 Form of Payment. The Purchase Price shall be paid as follows:
2.3.1 Cash at Closing. Woodgrain shall pay at Closing the Purchase Price by
means of a wire transfer into an account identified by Culp.
2.4 Payment of Taxes. Culp shall pay all federal and state taxes, as applicable,
associated with or arising out of the transfer of the Assets, including (without limitation) any and
all sales, use, and excise taxes. Except for the taxes expressly assumed by Woodgrain,
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Woodgrain shall have no liability with respect to any excise taxes, property taxes or other taxes
imposed with respect to the Assets or the operations of Culp for any period prior to the Closing.
All ad valorem taxes (including, without limitation, real property and personal property) against
or in respect of the Assets for the taxable period that includes the Closing Date will be prorated
between Woodgrain and Culp as of the Closing Date. In the event the amount of such taxes or
assessments cannot be ascertained as of the Closing Date, proration will be made on the basis
of the preceding year and to the extent that such proration may be inaccurate Woodgraln and
Culp agree to make such payment to the other after the tax statements have been received that
is necessary to allocate such taxes properly between Woodgrain and Culp as of the Closing
Date. Woodgrain agrees to pay such taxes and assessments when due and Culp's prorated
portion thereof will be paid by Culp to Woodgrain upon Woodgrain's request therefor.
2.6 Transfer of Assets. At the Closing, Culp will sell, transfer, assign, grant,
bargain, deliver and convey to Woodgrain all right, title and interest in and to the Assets, free
and clear of any and all liens, encumbrances, or claims of all persons claiming by, under or
through Sellers, other than the Permitted Encumberances, AS IS, WHERE IS, WITH ALL
FAULTS, and WITHOUT RECOURSE, WARRANTY, OR REPRESENTATION (except as
expressly set forth in this Agreement). Title to the Assets and Liabilities shall be conveyed by
bills of sale, motor vehicle titles, assignments, and other instruments of transfer in the form that
Woodgrain shall reasonably request. The Bill of Sale shall be in the form attached as
Schedule 2.5. At the Closing, pursuant to Article 6, Culp will deliver to the Title Company duly
executed and acknowledged by Culp, special warranty deeds in insurable and recordable form,
subject only to the Permitted Encumbrances (as defined herein) and other matters of record.
2.6 Allocation of Purchase Price. The Purchase Price shall be allocated for federal
and state tax purposes by Woodgrain and Culp, in a manner mutually agreed upon by
Woodgrain and Culp prior to Closing, each acting in good faith.
2.7 Prorated Items. The following items shall be prorated as of Closing: (1) personal
property lease payments; (ii) insurance premiums for 'insurance purchased by Sellers and
retained by Woodgrain, if any; and (iii) interest and reserves on liens, encumbrances, and
obligations, if applicable, expressly assumed in writing by Woodgrain.
Article 3
ASSETS AND LIABILITIES INCLUDED IN AND EXCLUDED FROM SALE.
3.1 Transfer of Assets. Unless otherwise excluded by this Agreement, the Assets
purchased by Woodgrain expressly include all the assets, properties and rights of Culp relating
to Culp as currently conducted, of every type and condition, real, personal and mixed, tangible
and intangible, fixed and unfixed, choate or inchoate, accrued, absolute, contingent or
otherwise, where ever located and whether or not reflected on the books and .records of Sellers,
including, but not limited, to the following:
3.1.1 Equipment, Furniture and Fixtures. All tangible personal property
owned by or leased to Sellers located in or used in connection with Culp, including without
limitation, furniture, fixtures, trade fixtures, tools, survey equipment, heavy equipment and
machinery, vehicles, office equipment, computer equipment, computer systems, telephone
systems, tenant improvements, security equipment, communications equipment, equipment
operation manuals, and manufacturers' warranties and guarantees, if any ("Equipment"). A list
of Equipment identified by Culp after making a reasonable effort to identify all Equipment is
attached hereto as Schedule 3.1.1. It is the parties' intent that all Equipment owned by Culp be
conveyed to Woodgrain pursuant to this agreement; provided, however, that Woodgrain
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acknowledges and agrees that: (a) some of the Equipment is not currently located on the Real
Property but rather is being stored at various customer locations; (b) some of the Equipment
has been wrongfully and unlawfully removed from Culp's possession (the "Stolen Equipment');
(c) Sellers have caused police reports to be filed as to the Stolen Equipment; and (d) Sellers will
have no additional obligation to locate the Stolen Equipment or otherwise be responsible for the
Stolen Equipment in any way whatsoever after the Effective Date.
3.1.2 Real Property. The real property including all water rights associated
with such real property, as more fully described in Schedule 6.1.2, together with all buildings,
fixtures, and other improvements located on the real property ("Real Property").
3.1.3 Leased Property. Rights under leases and subleases of real or mixed
property currently held in connection with the operation of Culp ("Leased Property").
Notiwthstanding the foregoing, Sellers represent and warrant that they are unaware of any
Leased Property.
3.1.4 Work in Process. Woodgrain shall purchase Culp's entire inventory of
work in process and outside labor and materials as of the Closing Date ("Work in Process").
Work in Process shall include all projects that are not receivables, which have been ordered but
not finalized or received customer final approval as of the Closing Date. As of the Effective
Date, Culp is in the process of fulfilling purchase orders that, if completed by the Closing Date,
will become finished inventory that is an Excluded Asset within the meaning of Section 3.3.
3.1.5 Personal Property Leases. All equipment and other personal property
leases for tangible personal property ("Personal Property Leases"). Notwithstanding, as of the
Effective Date, all Personal Property leases identified by Sellers will be an "Excluded Asset"
within the meaning of Section 3.3, below, and neither Woograin .nor Sellers contemplate that
any Personal Property Leases will be assumed in connection with this transaction.
3.1.6 Contracts. All rights related to all contracts, agreements, options,
commitments, license agreements, purchase and sales orders, quotations, and any other
commitments of third parties and Sellers (including plans, specifications and drawings for work
in process), and any and all applicable amendments to the same (other than Personal Property
Leases) related to Culp ("Contracts").
3.1.7 Prepaid Expenses. Deposits with Culp's vendors, prepaid insurance
covering Culp (as applicable), prepaid items, prepaid expenses, and similar amounts paid by
Culp to other vendors of services or goods for which Culp has not received services or goods in
return.
3.1.8 Business Records. All original paper and other copies of all
correspondence, files, accounting records, financial records, operations records, customer
records, customer lists, customer data, vendor lists, price lists, operations manuals, and all
other records, files, bids, plans, specifications, contracts, policies and other documents relating
to the business of Culp ("Business Records").
3.1.9 Inventory. All items included as "inventory" on the Business Records of
Culp, which are not otherwise listed herein, including (without limitation) all janitorial and office
supplies, and all other operating supplies ("Inventory").
3.1.10 Licenses and Permits. To the extent transferable or assignable to
Woodgrain, all licenses, permits, and accreditations used .in operation of Culp.
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3.1.11 Communication Addresses. All telephone numbers, cellular telephone
numbers, facsimile numbers, internet addresses, internet domain names, internet domain name
registrations, log -in identifications, user identifications, screen names and on-line service
identifications relating to Culp ("Communication Addresses.
3.1.12 Computer Software and Databases. All database and software, and all
other prepackaged, commercially available computer software used by Culp (the "Computer
Software and Databases"), including all information and data stored and maintained by Culp
on its databases.
3.1.13 Proprietary Information. All rights of Sellers in the Sellers' Proprietary
Information. "Proprietary Information" means all information and materials (whether contained
in documents, electronic media or other forms) relating to or used by Culp, including without
limitation, information about the materials, procedures, inventions, expertise, customer lists,
potential customer lists, customer data, financial data, vendors, marketing plans, marketing
materials, and trade secrets of Culp.
3.1.14 Goodwill/Name. All rights of Culp in the favorable consideration which
Culp have in the minds of the public, the reasonable expectation that Culp will be preferred by
existing and potential customers and clients, and the advantage and benefit that existing and
potential customers and clients will patronize Culp ("Goodwill").
3.1.16 Rights Arising From Assumed Obligations. All rights of Sellers arising
under or relating to the obligations expressly assumed by Woodgrain at Closing pursuant to
Section 3.2.
3.1.16 Tangible and Intangible Personal Property. All other tangible and
intangible personal property owned by Culp.
3.2 Assumption of Liabilities. Woodgrain will assume no liabilities of Culp in the
transaction, except the following:
3.2.1 Purchase Orders. All liabilities related to purchase orders and
commitments of Culp made in the ordinary course of business for goods, services, and supplies
to be delivered to Culp or to be performed by Culp after the Closing Date.
3.2.2 Personal Property Leases and Contracts. All liabilities related to
Personal Property Leases and Contracts other than any Personal Property Leases or Contracts
that are Excluded Assets.
3.2.3 Obligations Arising From Transferred Assets. All obligations of
Sellers arising under or relating to the Assets transferred to Woodgrain at Closing pursuant to
Section 3.1.
3.2.4 Scheduled Liabilities. To the best of Sellers' knowledge, Sellers have
disclosed all liabilities that are or may be assessed against or become a charge against the
Assets. If a liability has not been disclosed by Sellers, then the liability is deemed an Excluded
Liability for purposes of this Agreement, shall not be assumed by Woodgrain, and shall be
retained by, and be the sole and exclusive obligation of, Culp following Closing.
3.3 Excluded Assets. Notwithstanidng any of the foregoing to the contrary, the
Assets specifically set forth on Schedule 3.3 shall not be transferred to Woodgrain (the
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"Excluded Assets"). All Assets not otherwise set forth on Schedule 3.3 shall be included as
Assets purchased and transferred to Woodgrain.
3.4 Excluded Liabilities. Woodgrain does not assume and shall not be deemed to
have assumed, and Culp shall remain solely responsible following Closing for any and all
liabilities not expressly described in Section 3.2 ("Excluded Liabilities").
Article 4
REPRESENTATIONS, WARRANTIES AND
COVENANTS OF CULP AND SHAREHOLDER.
Sellers make no warranties or guaranties as to the condition of the Assets, whether
express or implied, and the same is sold in an "AS IS, WHERE IS" condition with all faults, if
any. Sellers expressly disclaim all warranties, either express or implied, including, but not
limited to, any implied warranty of merchantability or fitness for a particular purpose.
Nowithstanding the foregoing, Sellers jointly and severally represent, warrant and covenant to
Woodgrain as follows:
FINANCIAL .REPRESENTA TIONS AND WARRANTIES
4.1 Absence of Undisclosed Liabilities. Sellers have made a good faith effort to
disclose all liabilities, whether absolute, accrued, prepaid revenue, contingent or otherwise,
arising through the ownership or operation of Culp which materially affect the Assets, Liabilities
or the operation of Culp.
4.2 Taxes. Culp has filed all federal, state, local and foreign returns and reports for
all income tax, franchise tax, capital gains tax, gross receipts tax, value-added tax, surtax,
excise tax, ad valorem tax, transfer tax, service tax, excise tax, payroll tax, stamp tax, sales tax,
use tax, property tax, business tax, unclaimed property tax, withholding tax or payroll tax), levy,
assessment, tariff, duty (including any customs duty), deficiency or fee, social security, trust
fund, unemployment and any related charge or amount (including any fine, penalty or interest),
imposed, assessed or collected by or under the authority of any Governmental Body or other
taxes (collectively "Taxes" or "Ta)C) required to be filed. All federal, state, local and foreign Tax
returns and reports were and are in all material respects true, complete, and correct and filed on
a timely basis. No claim has ever been made by any authority in any jurisdiction in which Culp
does not file federal, state and local Tax returns and reports that Culp is or may be subject to
taxation by the respective jurisdiction.
4.3 Availability of Tax Returns. Sellers have made available to Woodgrain
complete and correct copies of (i) the federal, state or local income and excise tax returns of
Culp for all tax years ending between January 1, 2017 to December 31, 2018, as filed with the
Internal Revenue Service or any state or local Taxing authority (ii) all audit reports received from
any Taxing authority relating to any Tax return filed by Culp, and (Iii) any agreements entered
into by Culp with any Taxing authority.
4.4 Clear Title to Assets. Sellers have done nothing to impair such title as Culp
received as to all Assets and Liabilities, and Sellers will warrant and defend the title of all Assets
against the lawful claims of all persons claiming by, under or through Sellers, other than the
Permitted Encumberances, with respect to the Real Property, The Assets and Liabilities
constitute all of the tangible or intangible assets and liabilities necessary for the conduct of Culp
as presently conducted. There are no Tax liens on any of the Assets or Liabilities.
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4.5 Product Liability. Culp has no actual knowledge of, and after reasonable
investigation is unaware of, any liability (or any basis for any present or future claim or demand
giving rise to any liability) arising out of any injury to individuals or property as a result of the
Assets used by or sold by Culp, including, without limitation, any liability arising out of any
service, repair, or maintenance provided by Culp to a third party.
4.6 Licenses and Permits. To the best of Sellers' knowledge, Culp has all material
licenses and permits required by any federal, state or local government or regulatory agency in
order to operate its business as it is currently being operated. All such licenses and permits are
valid and in full force and effect and no basis exists for a grantor of any such licenses or permits
to terminate the same. To the best of Sellers' knowledge, there are no proceedings pending or
threatened that are likely to result in the revocation, cancellation or suspension or any material
modification of any of the licenses and permits.
4.7 Contracts and Personal Property Leases. To the best of Sellers' knowledge,
all Contracts and Personal Property Leases are in full force and effect and there are no existing
defaults, or events or conditions which but for the passage of time would constitute defaults
pursuant to such documents.
4.8 Business Records. To the best of Sellers' knowledge, the books of accounts
and records, including Business Records, of Culp are complete and correct in all material
respects.
4.8 Intellectual Property. To the best of of Sellers' knowledge, Culp owns or has
rights to all Intellectual Property currently used in the conduct of Culp's business. Culp has not
received any notice of any claim or communications alleging that Culp has violated or, by
conducting its business, would violate any of the patents, trademarks, service marks,
tradenames, copyrights, trade secrets, mask works or other proprietary rights or processes of
any other person. To the best of of Sellers' knowledge, all Intellectual Property of Culp is in
compliance with federal, state, and local legal requirements, are valid and enforceable, and are
not subject to any maintenance fees, taxes, or other actions.
4.10 Real Property. To the best of of Sellers' knowledge, Culp has all land use
approvals and permits necessary to operate the business of Culp on the Real Property and Culp
has not received any notices that the Real Property is not in compliance with any applicable
laws, regulations, codes or ordinances.
4.11 Environmental. Sellers have made available to Woodgrain: (a) Phase I and
Phase II environmental reports for the real property located at 254 Tot Dellinger Road,
Cherryville, North Carolina completed within the two years preceding the Effective Date; and
(b) a Phase I environmental report for the real property located at 317 Jim Cline Road, Fallston,
North Carolina completed within the year preceding the Effective Date. Woodgrain has been
given sufficient opportunity to review these environmental reports and to conduct its own
independent environmental investigation.
4.12 No Claims or Notices. Culp has not received from any governmental entity or
third party any written request for information, notice of claim, demand letter or other notification,
notice or information that Culp is or may be: (i) potentially subject to or responsible for any
investigation or clean-up or other remediation of Hazardous Material; (ii) potentially liable for
damage to persons, property, or natural resources in connection with any Hazardous Material;
or (ill) in violation of any Environmental Laws. Culp has all certificates of occupancy, permits,
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and other governmental consents necessary to own and operate the Real Property for its
current use
4.13 Compliance with Law. Sellers have not received any notices of violation of any
law (including any zoning or building ordinance), regulation, condition of permit or license, order,
ordinance, or any requirement noted in or issued by any federal, state or local department
having jurisdiction over or affecting the Assets, Liabilities or Culp which has not been corrected,
resolved or withdrawn, and Culp is and has been conducted in compliance with all applicable
federal, state, and local laws and regulations.
4.14 Litigation Or Claims. To the best of Sellers' knowledge, there are no claims,
actions, suits, arbitrations, governmental investigations, inquiries, proceedings pending,
examinations, any change in any zoning or building ordinance affecting any of the Assets, or, to
the knowledge of Sellers, threatened against or involving Sellers, Assets, Liabilities or Culp,
including any claims based upon any theory of errors and omissions, before any court,
governmental or administrative body or agency, or private arbitration tribunal. To the best of
Sellers' knowledge, there are no facts upon which material claims may be made against Sellers,
Assets, Liabilities or Culp, nor are there any outstanding orders, writs, injunctions, or decrees of
any court, arbitrator or governmental agency which adversely affect or could adversely affect
the Assets, Liabilities or Culp. To the best of Sellers' knowledge, there is no judgment, decree or
order against Sellers, ar, of Sellers, any of their directors or officers (in their capacities as such),
that could prevent, enjoin, or materially alter or delay any of the transactions contemplated by
this Agreement.
4.15 Organization, Good Standing and Qualification. WW Culp is a North Carolina
corporation duly organized, validly existing and in good standing under the laws of the state of
North Carolina. WW Culp has full corporate power and authority to carry on its business as and
where now conducted and to own or lease and operate its properties at and where now owned,
leased or operated. WW Culp is duly qualified to do business and is in good standing in every
jurisdiction in which the property owned, leased or operated by WW Culp or the business
conducted by WW Culp makes such qualification necessary. Southern Shavings is a North
Carolina corporation duly organized, validly existing and in good standing under the laws of the
state of North Carolina. Southern Shavings has full corporate power and authority to carry on
its business as and where now conducted and to own or lease and operate its properties at and
where now owned, leased or operated. Southern Shavings is duly qualified to do business and
is in good standing in every jurisdiction in which the property owned, leased or operated by
Southern Shavings or the business conducted by Southern Shavings makes such qualification
necessary. Culp Properties is a North Carolina limited liability company duly organized, validly
existing and in good standing under the laws of the state of North Carolina. Culp Properties has
full corporate power and authority to carry on its business as and where now conducted and to
own or lease and operate its properties at and where now owned, leased or operated. Culp
Properties is duly qualified to do business and is in good standing in every jurisdiction in which
the property owned, leased or operated by Culp Properties or the business conducted by Culp
Properties makes such qualification necessary.
4.16 Authority To Contract. Sellers have the full right, power and authority to
execute, deliver and perform the terms of this Agreement and all documents and agreements
necessary to give effect to the provisions of this Agreement. The execution, delivery, and
consummation of this Agreement by Culp was duly approved by all Boards of Directors of Culp
according to applicable law and the Articles of Incorporation and Bylaws of Culp. Upon the
execution and delivery of this Agreement by Sellers, no further action will be necessary to make
this Agreement valid and binding upon Sellers according to its terms.
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4.17 No Limit On Authority. To the best of Sellers' knowledge, the execution,
delivery, and consummation of this Agreement by Sellers will not, with the passage of time, the
giving of notice, or otherwise, (i) cause Sellers to be in violation or breach of any law, regulation,
judgment, administrative order, contract, agreement, or other restriction to or by which Sellers
are subject or bound, or (ii) result in the acceleration or termination of any loan or security
agreement to which Sellers are a party. There are no restrictions in the Articles of
Incorporation, amendments to the Articles, Bylaws, minutes, or share certificates of Culp,
shareholder agreements, indenture, credit agreements, or other agreement limiting the right or
power of Sellers to sell the Assets and Liabilities. No additional approval or consent of any
person, firm, or other entity is required to be obtained by Sellers for the execution, delivery, and
consummation of this Agreement by Sellers.
4.18 Termination of Employees. Culp has terminated the employment of all
Employees, effective as of the Closing, in full compliance with the applicable laws and
regulations.
Article 5
REPRESENTATIONS, WARRANTIES AND COVENANTS OF WOODGRAIN.
Woodgrain represents, warrants and covenants to Sellers as follows:
5.1 Organization, Good Standing and Qualification. Woodgrain is an Oregon
corporation duly organized, validly existing and in good standing under the laws of the state of
Oregon. Woodgrain has full corporate power and authority to carry on its business as and
where now conducted and to own or lease and operate its properties at and where now owned,
leased or operated. Woodgrain is duly qualified to do business and is in good standing in every
jurisdiction in which the property owned, leased or operated by Culp or the business conducted
by Woodgrain makes such qualification necessary.
5.2 Authority To Contract. Woodgrain has the full right, power and authority to
execute, deliver and perform the terms of this Agreement and all documents and agreements
necessary to give effect to the provisions of this Agreement. Upon the execution and delivery of
this Agreement by Woodgrain, no further action will be necessary to make this Agreement valid
and binding upon Woodgrain according to its terms.
5.3 No Limit On Authority. The execution, delivery, and consummation of this
Agreement by Woodgrain will not, with the passage of time, the giving of notice, or otherwise,
cause Woodgrain to be in violation or breach of any law, regulation, judgment, administrative
order, contract, agreement, or other restriction to or by which Woodgrain is ' subject or bound.
No approval or consent of any person, firm, or other entity is required to be obtained by
Woodgrain for the execution, delivery, and consummation of this Agreement by Woodgrain.
Article 6
ADDITIONAL REAL PROPERTY PROVISIONS
6.1 Transfer of Title.
6.1.1 Definitions. For purposes of this Agreement, "Encumbrances" means
any charge, claim, community property interest, easement, covenant, condition, equitable
interest, lien, option, pledge, security interest, right of first refusal or restriction of any kind,
including any restriction on use, voting, transfer, receipt of income or exercise of any other
attribute of ownership. "Permitted Encumbrances" means (i) Encumbrances for Taxes and
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other governmental charges and assessments (except assessments for public improvements
levied, pending or deferred against the Real Property) that are not yet due and payable or which
are being contested in good faith by appropriate proceedings, (provided required payments
have been made in connection with any such contest) and for which there are adequate
accruals or reserves on the Culp's Financial Statements, (ii) Encumbrances of carriers,
warehousemen, mechanics' and materialmen and other like Encumbrances arising in the
ordinary course of business consistent with past practice or amounts that are not delinquent and
which are not, individually or in the aggregate, material to the business of Culp (provided lien
statements have not been filed as of the Closing Date), (iii) easements, rights of way and
restrictions, zoning ordinances and other similar Encumbrances affecting the Real Property and
which do not unreasonably restrict the use thereof or Woodgrain's proposed use thereof in the
ordinary course of business or render title to any Real Property unmarketable, (iv) statutory
Encumbrances in favor of lessors arising in connection with any property leased to the
Company, (v) Encumbrances that will be removed prior to or in connection with the Closing, and
(vii) any Encumbrance identified by either or both the Commitment or the Policy and not
objected to by Woodgrain prior to Closing.
6.1.2 Real Property. The Real Property is owned by Culp Properties. Title to
the Real Property shall be conveyed by a special warranty deed in the form attached as
Schedule 6.1.2. Culp (i) has all authority to sell the Real Property to the Woodgraln, (ii) obtain
all Policies relating to the Real Property, and (ii) shall deliver or cause to deliver any and all
documents or agreements necessary to effect the transfer of the Real Property by Culp to the
Woodgrain. Title to the Real Property shall be subject to no Encumbrances other than
Permitted Encumbrances.
6.2 Title Insurance.
6.2.1 Commitment. Woodgrain shall order, and Woodgrain shall pay for, a
Commitment for Title Insurance ("Commitment") issued by a title insurance company of
Woodgrain's choosing ("Title Company"), covering the Real Properties.
6.2.2 Policy. As a condition to Closing, Woodgrain shall receive a standard
AL.TA Owner's Policy ("Policy") satisfying the following specifications:
(a) Insured and Amount. The Policy shall name Woodgrain as the insured in
an amount reasonably required by Woodgrain.
(b) Special Exceptions. The Policy shall insure Woodgrain as the owner of
the Real Property, subject only to Permitted Encumbrances.
6.3 Real Property Survey. Woodgrain has been given the opportunity to obtain a
certified survey of the Real Property by a registered surveyor licensed by the State of the Real
Property's location.
Article 7
DELIVERABLES AT CLOSING AND COVENANTS
7.1 Deliverables Of Culp. Culp is delivering to Woodgrain the following at Closing:
7.1.1 Bill of Sale. An executed Bill of Sale.
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7.1.2 Disclosure Schedules. The Disclosure Schedules (defined below), each
as supplemented as specifically permitted pursuant to this Agreement and the respective
sections.
7.1.3 Consents. Any and all written consents and releases required by
Woodgrain, in the form and content acceptable to Woodgrain, for the assignment of all Personal
Property Leases, Contracts, work -in -progress purchase orders, licenses, Intellectual Property,
permits, accreditations, consents and certificates of any regulatory, administrative or other
governmental agency or body issued to or held by Sellers (that are otherwise assignable),
which, in Woodgrain's sole discretion, are necessary or incidental to the conduct of the business
of Culp or that are to be assigned to Woodgrain or alternate arrangements with respect thereto,
all as reasonably acceptable to Woodgrain.
7.1.4 Resolutions of Board of Directors. Duly adopted and certified copy of
a Resolution of Culp's Boards of Directors, setting forth the following, as appropriate: (i) a
determination that the consideration to be received by Culp represents fair value for the sale of
the Assets and assumption of certain Liabilities, and (ii) the authorization for the execution and
delivery by Culp of this Agreement and all other documents contemplated by this Agreement.
7.1.6 Title Insurance. The Title Policy shall be delivered to Woodgrain within a
reasonable period after Closing, in cooperation with the Title Company.
7.1.6 Tax Certificate. Culp Properties will have delivered to Woodgrain a
certificate in accordance with the terms of section 1445 of the Code certifying, under penalties
of perjury, that Culp Properties is not foreign corporation, foreign partnership, foreign trust or
foreign estate.
7.1.7 Special Warranty Deed. Executed special warranty deeds in the form
attached as Schedule 6.1.2 with respect to each parcel of Real Property.
7.1.8 Other Items. Sellers shall deliver any and all other items requested by
Woodgrain reasonably necessary to complete the transactions contemplated hereunder.
7.2 Deliverables of Woodgrain. Woodgrain shall deliver to Culp the following at
Closing:
7.2.1 Purchase Price. The Purchase Price as set forth in Section 2.2, in
accordance with Section 2.3.
7.2.2 Other Items. Woodgrain shall deliver any and all other items requested
by Sellers reasonably necessary to complete the transactions contemplated hereunder.
Article 8
CLOSING.
8.1 Time, Date and Place of Closing. The closing of the transactions contemplated
by this Agreement (the "Closing") shall take place on March 16, 2420 (the "Closing Date"). At
the Closing, Woodgrain shall pay the Purchase Price as provided in this Agreement and Culp
shall take or shall cause to be taken all the actions as may be required to put Woodgrain into full
possession of all the Assets and Assumed Liabilities.
8.2 Documents Delivered At and After Closing. Woodgrain, Culp, and
ASSET PURCHASE AGREEMENT - 14
105160632.2 0010897-00038

Shareholder, as applicable, shall deliver all documents as may be required to effect the
transactions contemplated by this Agreement. At any time after Closing, Woodgrain, Culp, and
Shareholder, as applicable, shall each execute, acknowledge, and deliver any further
assignments, conveyances and other assurances, documents and instruments of transfer
reasonably requested by the other, and shall take any other action consistent with the terms of
this Agreement that may reasonably be requested by the other for the purpose of effecting the
transactions contemplated by this Agreement.
Article 9
REMEDIES.
9.1 Survival of Representations, Warranties and Covenants. The
representations, warranties, and covenants by Woodgrain and Sellers set forth in this
Agreement, including without limitation, any representations, warranties, or covenants set forth
in any Schedule or other writing delivered pursuant to this Agreement, shall survive the Closing
and shall be deemed to be material and to have been relied upon by Woodgrain and Sellers.
9.2 Claim. A "Claim" shall be broadly construed to include any claims, demands,
losses, harm, injuries, damages, liabilities, judgments, fines, penalties, suits, causes of action,
awards, costs, punitive or treble damages, interest or other liabilities or expenses (including
reasonable costs of investigation and defense, reasonable attorneys' fees, and the cost of
enforcing any right to indemnification hereunder), including (without limitation) any third -party
claim incurred by a party to this Agreement, that arise out of, relate to or are connected with any
representation or warranty made by a party under this Agreement, or the failure by a party to
perform any covenant or obligation of such party as provided for in this Agreement, including
(without limitation):
(a) any actual or alleged breach of or any inaccuracy in (I) this Agreement, (ii)
any representations, warranties or covenants of this Agreement, or (iii) any other agreement or
obligation related to or connected with the transactions contemplated by this Agreement,
including (without limitation) those set forth in the Disclosure Schedules and Bill of Sale;
(b) the non -fulfillment or failure by a party to perform any covenant,
agreement, or obligation of such party, as provided for in this Agreement;
(c) any loss, harm, damage or other liabilities incurred by Woodgrain,
concerning any excluded Asset or any Excluded Liabilities.
(d) any third party claim, demand, cause of action, suit, proceeding, hearing
or investigation resulting from or arising out of the business, operations, properties, assets or
obligations of Sellers, conducted, existing or arising on or prior to the Closing Date, which are
brought before or after the Closing Date.
(e) any punitive and treble damages, interest, penalties or attorney fees
resulting from a Claim.
A Claim includes, but is not limited to, Claims by third parties, employees and former
employees.
9.3 Claim Notice and Cure Period. In the event of a Claim, then the aggrieved
party shall provide reasonable written notice to defaulting party of the breach. From the date of
notice the defaulting party shall have 90 days to cure the Claim. If the Claim continues after the
ASSET PURCHASE AGREEMENT -11
105160632.2 0010897-00038

90-day cure period, then the aggrieved party shall have all remedies provided by this
Agreement and by law.
9.4 Claim Resolution Procedure. If a Claim arises, the parties shall first attempt to
settle the Claim by direct discussions. If the parties cannot settle the Claim by direct
discussions, then the parties agree to endeavor to settle the Claim in an amicable manner by
mediation administered by the American Arbitration Association under its Commercial Mediation
Rules. Thereafter, any unresolved Claim shall be resolved by arbitration administered by the
American Arbitration Association under its Commercial Arbitration Rules, with the award to be
entered as a final judgment in any court having jurisdiction.
9.6 Indemnity by Sellers. Sellers jointly and severally agree to defend, indemnify,
and hold harmless Woodgrain its affiliates and subsidiaries, and the officers, directors and
employees of each of them, from and against any and all (i) Claims sustained directly or
indirectly by Woodgrain, (h) any and all damages, expenses, costs, claims, judgments and
liabilities including, without limitation, reasonable attorney's fees, incurred by Woodgrain, that
may now exist or which may hereafter arise as a result of any liability, business, or transaction
of Sellers prior to Closing, (iii) claims for medical, dental, life insurance, health accident or
disability benefits brought by or in respect of current or former employees, officers, directors,
independent contractors or consultants of Culp or the spouses, dependents or beneficiaries
thereof, which claims relate to events occurring on or prior to the Closing Date, (iv) all worker's
compensation claims of any current or former employees, officers, directors, independent
contractors or consultants of Culp which relate to events occurring on or prior to the Closing
Date.
9.6 Indemnity by Woodgrain. Woodgrain agrees to defend, indemnify, and hold
harmless the Sellers, its affiliates and subsidiaries, and the officers, directors and employees of
each of them, from and against from any and all liabilities and obligations of any nature
whatsoever, known or unknown, which may arise as a result of Woodgrain's operation or use of
the Assets post -Closing.
9.7 Attorney Fees and Costs. If a dispute shall arise as to whether either party is in
default under this Agreement, the prevailing party shall be awarded reasonable attorney fees
and costs in any suit, action or proceeding, including trial, arbitration, mediation, or appeal, as
awarded by the court, arbiter or mediator.
9.8 Rights Cumulative. Except as expressly provided in this Agreement, and to the
extent permitted by law, any remedies described in this Agreement are cumulative and not
alternative to any other remedies available at law or in equity.
9.9 Nonwaiver of Remedies. The failure or neglect of a party to enforce any
remedy available by reason of the failure of the other party to observe or perform a term or
condition set forth in this Agreement shall not constitute a waiver of the term or condition. A
waiver by a party (1) shall not affect any term or condition other than the one specified in the
waiver, and (ii) shall waive a specified term or condition only for the time and in a manner
specifically stated in the waiver.
9.10 Governing Law, Jurisdiction, and Venue. This Agreement shall be governed
by North Carolina law. Any proceeding arising out of or in connection with this Agreement will
be determined solely by a state or federal court located in Cleveland County, North Carolina or
Gaston County, North Carolina, and the parties consent to the jurisdiction and venue of those
courts.
ASSET PURCHASE AGREEMENT - 12
106160632.2 0010897-00038

Article 10
GENERAL PROVISIONS.
10.1 Notices. All notices and other communications ("Notices") shall be in writing
and may be delivered (i) in person, with the date of notice being the date of personal delivery,
(ii) by United States Mail, postage prepaid for certified or registered mail, return receipt
requested, with the date of notice being the date of the postmark on the return receipt, (iii) by
fax, with confirmation of the transmittal of the fax and a copy of the fax deposited on the same
day in the United States Mail, with the date of notice being the date of the fax, (iv) by e-mail,
with confirmation of sending of the e-mail and a copy of the e-mail deposited on the same day in
the United States Mail, with the date of notice being the date of the e-mail, (v) by nationally
recognized delivery service such as Federal Express, with the date of notice being the date of
delivery as shown on the confirmation provided by the delivery service. Notices shall be
addressed to the following addresses, or such other address as one party shall provide the
other parties:
If to Woodgrain: Woodgrain, Inc.
c/o: Darin Holderness
300 NW 1 oh Street
Fruitland, Idaho 83619
Email: [e-mail]
with copy to: Stoel Rives LLP
c/o Brian Larsen
101 S. Capitol Blvd, Suite 1900
Boise, Idaho 83702
Email: [e-mail]
If to Sellers: W.W. Culp, Inc.
c/o: Bill Culp
405 Hillcrest Drive
Harrisburg, North Carolina 28075-9432
10.2 Woodgrain's Information Disclosed in Negotiations. Post Closing, Sellers
and their affiliates, shareholders, officers, directors, counsel, accountants and other
representatives shall keep confidential and shall not disclose or use in any way whatsoever, any
information regarding this transaction or Woodgrain, disclosed or learned during the course of
discussions, negotiations, or investigations relating to Woodgrain, whether prior to the date of
this Agreement, on the date of this Agreement or subsequent to the date of this Agreement, and
whether the information was disclosed or learned pursuant to this Section 10.2 or otherwise.
10.3 Payment of Expenses. Woodgrain and Sellers shall each pay their own fees
and expenses, including fees and expenses of their respective attorneys, accountants, advisors,
agents and other representatives, incidental to the preparation and performing this Agreement.
10.4 Disclosures. The parties shall make various disclosures in this Agreement and
in various schedules to this Agreement. All schedules referred to throughout this Agreement
shall mean the "Disclosure Schedules for the Asset Purchase Agreement Between Woodgrain,
Inc. and W.W.Culp, Inc., Southern Shavings, Inc., W.W. Culp Properties, L.L.C., and
Shareholder, as Sellers" which shall be deemed attached to the Agreement and incorporated
ASSET PURCHASE AGREEMENT -13
105160632.2 0010897-00038

herein by this reference ("Disclosure Schedules"). The Disclosure Schedules may be
attached to this Agreement pursuant to a compact disk or other electronic means (including,
without limitation, reference to an electronic data sharing room). This Agreement, together with
the accompanying Disclosure Schedules, constitutes the entire, completely integrated
agreement among the parties and supersedes all prior memoranda, correspondence,
conversations and negotiations. A qualification or exception to any representation, warranty, or
covenant contained in this Agreement shall not be construed as a qualification or exception to
any other representation, warranty, or covenant contained in this Agreement unless the
qualification or exception expressly refers to the other representation, warranty, or covenant.
10.6 Severability. The invalidity of any portion of this Agreement shall not affect the
validity of any other portion of this Agreement. If the invalidity or unenforceability is due to the
unreasonableness of time or geographical restrictions, the restrictions shall be effective for the
period of time and area as a court may determine to be reasonable.
10.6 Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original, but all of which together shall constitute one
and the same instrument.
[SIGNATURES ON FOLLOWING PAGE]
ASSET PURCHASE AGREEMENT- 14
105160632.2 0010897-00036

Date: ��6 /-ta 2 a
Date: /6 r 2 D
Date: —3h Ac 2'o
Date: 3X�/2-0..
Date: 'S��
/Z a 2 `
SIGNATURES
W.W. CULP, INC.
By: Al
Print me: William W. Culp, President
SOUTHERN SHAVINGS COMP NY, INC.
B ��M,&
Y•
Print Name. William W. Cul , President
W.W. CULP PROPERTIES, L. C.
BY:�l!
Print Name: William W. Culp, Manager
WOODGRAIN, INC.
Lfi!��t.+Ir�ll
nt Name:
ASSET PURCHASE AGREEMENT - 15
105160632.2 0010697-00038

DISCLOSURE SCHEDULES
FOR THE
ASSET PURCHASE AGREEMENT
BETWEEN
WOODGRAIN, INC.
AND
W.W. CULP, INC.,
SOUTHERN SHAVINGS COMPANY, INC.,
W.W. CULP PROPERTIES, L.L.C.,
AND SHAREHOLDER
AS THE SELLERS
Effective March 2, 2020
105160632.2 0010897-00038

DISCLOSURE SCHEDULES
FOR THE
ASSET PURCHASE AGREEMENT BETWEEN
WOODGRAIN, INC.
AND
W.W. CULP, INC.,
SOUTHERN SHAVINGS COMPANY, INC.,
W.W. CULP PROPERTIES, L.L.C.,
AND SHAREHOLDER
AS THE SELLERS
Effective March 2, 2020
Unless otherwise defined in the Disclosure Schedules, all capitalized terms used the
Disclosure Schedules shall have the meanings ascribed to them in the "Asset Purchase
Agreement between Woodgrain, Inc. and W.W.Culp, Inc., Southern Shavings Company, Inc.,
W.W. Culp Properties, L.L.C., and Shareholder as the Sellers" ("Agreement'). The Disclosure
Schedules shall be deemed to be part of, and incorporated into, the Agreement.
Disclosure on any matter pursuant to one provision, subprovision, section or subsection,
or in any financial statements provided by the Sellers to Woodgrain, is not and shall not be
considered as disclosure pursuant to any other provision, subprovision, section or subsection of
these Disclosure Schedules to the extent the Agreement requires the disclosure.
The Disclosure Schedules supersede and replace any other disclosure schedules or
related information previously provided to Woodgrain. The earlier disclosures and disclosure
schedules have no force or effect.
Number Title
2.5
Form of Bill of Sale
3.1.1
Equipment Schedule
3.3
Excluded Assets
6.1.2
Form of Special Warranty Deeds
DISCLOSURE SCHEDULES - 2
105160632.2 0010897-00038

SCHEDULE 2.5
BILL OF SALE
FOR VALUE RECEIVED, W.W. CULP, INC., a North Carolina corporation with its
general offices located at 405 Hillcrest Drive, Harrisburg, North Caroiina 28075-9432 ("WW
Culp"), SOUTHERN SHAVINGS COMPANY, INC., a North Carolina corporation with its general
offices located at 405 Hillcrest Drive, Harrisburg, North Carolina 28075-9432 ("Southern
Shavings"), and W.W. CULP PROPERTIES, L.L.C., a North Carolina limited liability company
with its general offices located at 405 Hillcrest Drive, Harrisburg, North Carolina 28075-9432
(individually, "Culp Properties," and, jointly and severally with WW Culp and Southern Shavings,
"Seller"), hereby grants, sells, assigns, conveys, sets over, and transfers to WOODGRAIN,
INC., an Oregon Corporation ("Buyer"), all of Seller's tangible and intangible assets, claims,
rights, and other properties, of every type and condition, real, personal and mixed, tangible and
intangible, fixed and unfixed, choate or inchoate, accrued, absolute, contingent or otherwise,
where ever located and whether or not reflected on the books and records of Sellers (the
"Assets"), with the exception of the following:
(a) purchase orders or other projects requested by Culp's customers that have
been completed, finished, and finalized prior to the date of this Bill of Sale,
whether or not shipped or otherwise delivered to the Customer before the date of
this Bill of Sale ("Completed Purchase Orders"), and all finished inventory
necessary to fill Completed Purchase Orders; (b) any and all of Culp's accounts
receivable outstanding as of the date of this Bill of Sale; and (c) any and all
personal property leases.
Seller males no representations or warranties regarding the condition of any of the
Assets conveyed herein, it being expressly understood and agreed that Buyer has had a full
opportunity to inspect the Assets to Buyer's satisfaction and Buyer accepts the Assets in an "as
is, where is" condition,
Seller covenants and warrants that Seller has not placed or suffered to be placed any
presently existing liens or encumbrances on the Assets conveyed herein and will warrant and
defend the title to the same against the lawful claims of all persons, claiming by, through, under,
or on account of Seller.
IN WITNESS WHEREOF, the undersigned has executed, signed, and sealed this Bill of
Sale and as of the day of March, 2020.
[SIGNATURES ON FOLLOWING PAGE]
DISCLOSURE SCHEDULES - 3
105160632.2 0010897-00038

W.W. CULP, NC.
By: SEAL
Wiliam W. Culp, President
SOUTHER SHAVINGS COMPANY, INC.
By:� �/k SEAL
Wiliam W. Culp, Presi ent
W.W. CU P PROPERTIES, L.L.C.
By: SEAL
Wiliam W. u , Manager
STATE OF tL _
COUNTY OF GC1±UVA
I�r1 1, S th�+2��G a Notary Public for Ski% County, State of
do hereby certify that William W. Culp personally came before me and acknowledged that he is the President of W.W.
Culp, Inc., the President of Southern Shavings Company, Inc., and the Manager of W.W. Culp Properties, L.L.C., and
that he, as President and Manager, being authorized to do so, executed the foregoing instrument on behalf of said
corporations and limited liability company.
Witness my hand and official stamp or seal, this --14L day of March, a: -_-_�
(SEAL)
No ary Public C
My commission expires:
TERI O.S. WESTENVORP
Notary Public
Gasion Co., No€th Caroling
Poly Commission Expires Aug. 29, 2022
DISCLOSURE SCHEDULES - 4
105160632.2 0010897-00038

SCHEDULE 3.1.1
EQUIPMENT SCHEDULE
DISCLOSURE SCHEDULES - 5
105160632.2 0010897-00038

SCHEDULE 3.3
EXCLUDED ASSETS
Nowithstanding any provision in the Asset Purchase Agreement (the "Agreement") to the
contrary, the following assets shall be considered Excluded Assets within the meaning of the
Agreement, and shall not be deemed Assets transferred to Woodgrain at Closing:
• any and all purchase orders or other projects requested by Culp's customers that have
been completed, finished, and finalized prior to the Closing Date, whether or not shipped
or otherwise delivered to the Customer before the Closing Date ("Completed Purchase
Orders"), and all finished inventory necessary to fill Completed Purchase Orders;
• any and all of Culp`s accounts receivable outstanding as of the Closing Date; and
• any and all personal property leases.
DISCLOSURE SCHEDULES - 6
105160632.2 0010897-00038

SCHEDULE 6.1.2
FORM OF SPECIAL WARRANTY DEEDS
NORTH CAROLINA SPECIAL WARRANTY DEED
Excise Tax: $???
Parcel Identifier No. ????????? Verified by County on the day of , 2020
By:
Mail after recording to: Woodgrain, Inc., c/o Darin Holderness, 300 NW 16'h Street, Fruitland, Idaho 83619
This instrument was prepared by: M, Martinez, Grier Wright Martinez, 521 E. Morehead St., Ste. 440, Charlotte, NC 28202
Brief description for the Index: ?????????
THIS DEED made this day of March, 2020, by and between
GRANTOR
W.W. Culp Properties, L.L.C., a North Carolina
limited liability company
Mailiny- Address:
405 Hillcrest Drive
Harrisburg, North Carolina 28075-9432
GRANTEE
Woodgrain, Inc., an Oregon corporation
Mailing Address:
300 NW 16a` Street
Fruitland, Idaho 83619
Enter in appropriate block for each Grantor and Grantee: name, mailing address, and, if appropriate, character of
entity, e.g. corporation or partnership.
The designation Grantor and Grantee as used herein shall include said parties, their heirs, successors, and assigns,
and shall include singular, plural, masculine, feminine or neuter as required by context.
WITNESSETH, that the Grantor, for a valuable consideration paid by the Grantee, the receipt of which is hereby
acknowledged, has and by these presents does grant, bargain, sell, and convey unto the Grantee in fee simple, all
that certain lot or parcel of land situated in ????????, ?????? County, North Carolina, and more particularly
described as follows:
[???insert description of tract???]
The property hereinabove described is the same property conveyed to Grantor as evidenced by instrument filed on
????????? and recorded in Book ?????, Page ????, of the ??????????????? County Public Registry.
The property herein conveyed does not include the primary residence of a Grantor.
TO HAVE AND TO HOLD the aforesaid lot or parcel of land and all privileges and appurtenances thereto
belonging to the Grantee in fee simple.
DISCLOSURE SCHEDULES - 7
106160632.2 0010897-00038

And the Grantor covenants with the Grantee, that Grantor has done nothing to impair such title as Grantor received,
and Grantor will warrant and defend the title against the lawful claims of all persons claiming by, under or through
Grantor, other than the following exceptions:
all easements, conditions and restrictions of record affecting the title to the above -described
property; and
ad valorem property taxes for the current year.
IN WITNESS WHEREOF, the Grantor has duly executed the foregoing as of the day and year first above written.
W.W. Culp Properties, L.L.C.
I3
Williams W. Culp, its anag r
State of North Carolina - County of ????????? r 110111
I, the undersigned Notary Public of the County of ??????? and State aforesaid, certify that William W. Culp
personally came before me this day and acknowledged that he is the Manager of W.W. Culp Properties, LLC, a
North Carolina limited liability company, and that by authority duly given and as the act of such entity, he signed
the foregoing instrument in its name on its behalf as its act and deed.
Witness my hand and Notarial stamp or seal, this (a day of March, 2020.
(Affix Seal)
DISCLOSURE SCHEDULES - 8
105160632.2 0010897-00038
oriTyped Name
My Commission Expires:
TERI D.S. VVESTE-M. DO E
Notary Public
GlatAon Co., CJorth Carolina
My E.9pirm, Aug. 20, 2022

Delivered by Culp and the Shareholder on March 2, 2020.
W.W. CULP, INC.
Date: ale A By: W'' ebl) "4 ��' rw--:e
Print Name: WJ liam u� ,
President
Date: '3 /4 ' � © � '
Date:
316 / ? o z
Date: -S 14 -e e t d
DISCLOSURE SCHEDULES - 9
105160632.2 0010897-00036
SOUTHERN SHAVINGS COMPANY, INC.
Print Na e: William u , President
W.W. CULP PROPERTIES, L.L.C.
By:
Print Name: William . Culp, Manager
SHAREHOL kR
William W. Culp

Accepted by Woodgrain, Inc. on March 2, 2020.
Dater ' b
DISCLOSURE SCHEDULES - 10
105160632.2 0010897-00038
WOODGRAIN, INC.
By: -
-Print Name:" A - �
Its: C— _

DISCLOSURE SCHEDULES - 11
105160632.2 0010897-00038