NCG500661_Owner (Name Change)_20170428

Water Resources
Environmental Quality
April 28, 2017
Mr. Robert Carter, Plant Manager
GemSeal
139 S. Walnut Circle
Greensboro, NC 27409
ROY COOPER
Governor
MICHAEL S. REGAN
Secretary
S. JAY ZIMMERMAN
Director
Subject: NPDES Permit Modification- Name
and/or Ownership Change
Certificate of Coverage NCG500661
139 S. Walnut Circle
Guilford County
Dear Mr. Carter:
Division personnel have reviewed and approved your request for ownership
change of the subject certificate of coverage received on April 20, 2017. This permit
modification documents the change of ownership of the above reference facility.
Please find enclosed the revised permit. All other terms and conditions
contained in the original permit remain unchanged and in full effect. This permit
modification 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 concerning this permit modification, please contact
Emily Philips at [phone].
cerely,
S. Jay Zimmermfi, P.G.
Director, Division of Water Resources
cc: NPDES File
Winston-Salem Regional Office
!`/'Nothing Compares
State of North Carolina I Environmental Quality
1611 Mail Service Center I Raleigh, North Carolina 27699-1611
919-707-9000

STATE OF NORTH CAROLINA
DEPARTMENT OF ENVIRONMENT AND NATURAL RESOURCES
DIVISION OF WATER RESOURCES
Certificate of Coverage NCG500661
General Permit NCG500000
TO DISCHARGE NON -CONTACT COOLING WATER, COOLING TOWER AND BOILER
BLOWDOWN, CONDENSATE, EXEMPT STORMWATER, COOLING WATERS
ASSOCIATED WITH HYDROELECTRIC OPERATIONS, AND SIMILAR WASTEWATERS
UNDER THE
NATIONAL POLLUTANT DISCHARGE ELIMINATION SYSTEM
In compliance with the provisions 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 wastewater from a facility located at the
139 S. Walnut Circle
Greensboro
Guilford County
As an unnamed tributary to the South Buffalo Creek, a class WS-V; NSW water in the
Cape Fear River Basin in accordance with effluent limitations, monitoring
requirements and other conditions set forth in Parts I, II, III and IV of the General
Permit NCG500000, as attached.
This permit shall become effective April 28, 2017.
This Certificate of Coverage shall remain in effect for the duration of the General Permit.
Signed this day April 28, 2017.
ay Zimmerman, P.G.
irector, Division of Water Resources
By Authority of the Environmental Management Commission

ArrA
NCDENR
NORIN GRDVN. CAYRTMENT or
EXVIROMMC41.MD NALIRAL RESOURCES
Division of Energy, Mineral & Land Resources
Land Quality Section/Stormwater Permitting
National Pollutant Discharge Elimination System
PERMIT NAME/OWNERSHIP CHANGE FORM
I. Please enter the permit number for which the change is requested.
NPDES Permit (or)
N
C
S
0
FOR AGENCY USE ONLY
Date Received
Year
Month
Day
Certificate of Coverage
N
5
0
0
6
6
1
l 1. Permit status prior to requested change.
a. Permit issued to (company name): Bonsal American
b. Person legally responsible for permit: Robert
RECEIVED
MAR 272011
DENR-LAND DUALITY
STORMWATER PERMITTING
c. Facility name (discharge):
d. Facility address:
e. Facility contact person:
Greensboro
City
( 336 ) 854-8200
Phone
Bonsai American
First
Plant Manager
MI
Carter
Last
Title
139 S Walnut Circle
Permit Holder Mailing Address
NC
State
27409
Zip
( 336 ) 854-8202
Fax
139 S Walnut Circle
Greensboro
Address
NC
27409
City
Renee Gilbert
First / MI / Last
State Zip
( 336) 854-8200
Phone
Please provide the following for the requested change (revised permit).
a. Request for change is a result of: [j Change in ownership of the facility
2 Name change of the facility or owner
If other please explain:
b. Permit issued to (company name):
c. Person legally responsible for permit:
d. Facility name (discharge):
GemSeal
Robert
Carter
First
Plant Manager
MI Last
Title
139 S Walnut Circle
Permit Holder Mailing Address
Greensboro
City
( 336 ) 854-8200
Phone
GemSeal
NC 27409
State Zip
[e-mail]
E-mail Address
e. Facility address: 139 S Walnut Circle
f. Facility contact person:
Greensboro
Address
NC
27409
City
Renee
State
Zip
Gilbert
First
( 336) 854-8200
Phone
MI Last
[e-mail]
E-mail Address
IV. Permit contact information (if different from the person legally responsible for the permit)
Revised Jan. 27, 2014

NPDES PERMIT NAME/OWNERSHIP CHANGE FORM
Page 2of2
V.
VI.
Permit contact:
First
MI Last
Title
Mailing Address
City State Zip
( )
Phone E-mail Address
Will the permitted facility continue to conduct the same industrial activities conducted prior
to this ownership or name change?
❑X Yes
❑ No (please explain)
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 docurnentation 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.
PERMITTEE CERTIFICATION (Permit holder prior to ownership change):
I,Robert Carley attest 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
ret�trne.d as inc fete.
3//5//2
Signature Date
APPLICANT CERTIFICATION
I,Robert Carte, attest 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 as incomplete.
Signature
3 /i0'7
Date
PLEASE SEND THE COMPLETE APPLICATION PACKAGE TO:
Division of Energy, Mineral and Land Resources
Storrnwater Permitting Program
1612 Mail Service Center
Raleigh, North Carolina 27699-1612
RECEIUEDINCDEOJDWR
APR 2 02017
WaterUuality
Permitting Section
Revised Jan. 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 ("Seller"),
and Gem Asset Acquisition LLC, a Delaware limited liability company ("Purchaser").
W ITN ES S ETH:
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
WI-IEREAS, 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
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);
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 1.l(a).
73712008
RECEIVEDINCDEQIDWR
APR 2 02017
WaterQuality
PermittingSection

(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 1.1(e);
(f) 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 6.11;
(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
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(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;
3
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(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 from
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.
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 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;
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73712008

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:
04/40L,Q
Name: Michael Schaeffi
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 officers thereunto duly authorized, as of the date first written above.
SELLER:
BONSAL AMERICAN, INC.
By:
Name: Michael Schaeffer
Title: Secretary
PURCHASER:
GEM ASSET ACQUISITION LLC
By: Gem Invest I- cfngs LLC, its sole member
By: i
Name: Brad Wallace
Title: President
[Signature Page to Asset Purchase Agreement]