SW8110415_Historical File_20120904

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L CDENR
North Carolina Department of Environment and Natural Resources
Division of Water Quality
Beverly Eaves Perdue Charles Wakild, P. E. Dee Freeman
Governor Director Secretary
September 4, 2012
Anthony Triolo, V.P.
Inter-Continental Hardwoods, LLC
6841 Malpass Corner Road
Currie, NC 28435
Subject: Stormwater Permit No. SW8 110415
Name/Ownership Change
Inter-Continental Hardwoods
High Density Commercial Project
Pender County
Dear Mr. Triolo:
On August 07, 2012, the Division of Water Quality (DWQ) received a permit
Name/Ownership Change Form from Inter-Continental Hardwoods, LLC. A file review
and site inspection was performed on August 10, 2012 by DWQ and as noted in the
enclosed inspection report, the site is currently in compliance with the terms and
conditions of the current state stormwater permit. The Division is hereby notifying you
that permit SW8 110415 has been transferred on September 4, 2012 and shall be
effective until May 5, 2021. For your records, please find enclosed a copy of the
updated page 2 of the previously issued permit}, a copy of the inspection report, and a
copy of the Name/Ownership Change form submitted on August 7, 2012. Please attach
this cover letter and updated page 2 to your permit originally issued on May 5, 2011.
This permit is subject to the conditions and limitations as specified in the previously
issued permit. Please pay special attention to the conditions listed in this permit
regarding the Operation and Maintenance of the BMP(s), recordation of deed
restrictions, procedures for changes of ownership, transferring the permit, and renewing
the permit. Failure to establish an adequate system for operation and maintenance of
the stormwater management system, to record deed restrictions, to transfer the permit,
or to renew the permit, will result in future compliance problems.
If any parts, requirements, or limitations contained in this permit are unacceptable, you
have the right to request an adjudicatory hearing by filing a written petition with the
Office of Administrative Hearings (OAH). The written petition must conform to Chapter
150B of the North Carolina General Statutes, and must be filed with the OAH within
thirty (30) days of receipt of this permit. You should contact the OAH with all questions
regarding the filing fee (if a filing fee is required) and/or the details of the filing process
at 6714 Mail Service Center, Raleigh, NC 27699-6714, or via telephone at 919-431-
3000, or visit their website at www.NCOAH.com. Unless such demands are made this
permit shall be final and binding.
Wilmington Regional Office
127 Cardinal Drive Extension,Wilmington,North Carolina 28405 TO11e
Phone:[phone] FAX:[phone] DENR Assistance:1-877-623-6748 I1 O Carolina
Internet: WWW.ncwaterquality.org Mural!!
An Fnnal Onnnrtunity 1 Affirmative Artinn Fmnlnver

State Stormwater Management Systems
Permit No. SW8 110415
STATE OF NORTH CAROLINA
DEPARTMENT OF ENVIRONMENT AND NATURAL RESOURCES
DIVISION OF WATER QUALITY
STATE STORMWATER MANAGEMENT PERMIT
HIGH DENSITY COMMERCIAL DEVELOPMENT
In accordance with the provisions of Article 21 of Chapter 143, General Statutes of
North Carolina as amended, and other applicable Laws, Rules, and Regulations
PERMISSION IS HEREBY GRANTED TO
Inter-Continental Hardwoods, LLC.
Inter-Continental Hardwoods
Porters Road, Currie, Pender County
FOR THE
construction, operation and maintenance of a wet detention pond in compliance with the
provisions of 15A NCAC 2H .1000 and Session Law 2008-211 (hereafter collectively
referred to as the "stormwater rules") the approved stormwater management plans and
specifications and other supporting data as attached and on file with and approved by
the Division of Water Quality and considered a part of this permit.
This permit shall be effective from the date of issuance until May 5, 2021, and shall be
subject to the following specified conditions and limitations:
I. DESIGN STANDARDS
1. This permit is effective only with respect to the nature and volume of stormwater
described in the application and other supporting data.
2. This stormwater system has been approved for the management of stormwater
runoff as described in Section 1.8 on page 3 of this permit. The stormwater
control has been designed to handle the runoff from 724,773 square feet of
impervious area.
3. A 50' wide vegetative buffer must be provided adjacent impounded structures,
streams, rivers and tidal waters.
4. The tract will be limited to the amount of built-upon area indicated on page 3 of
this permit, and per approved plans. The built-upon area for the future
development is limited to 210,000 square feet.
5. All stormwater collection and treatment systems must be located in either
dedicated common areas or recorded easements. The final plats for the project
will be recorded showing all such required easements, in accordance with the
approved plans.
6. The runoff from all built-upon area within the permitted drainage area(s) of this
project must be directed into the permitted stormwater control system.
_r

Ari
NCDENR
North Carolina Department of Environment and Natural Resources
Division of Water Quality
Beverly Eaves Perdue Coleen H. Sullins Dee Freeman
Governor Director Secretary
STATE STORMWATER PERMIT NAME/OWNERSHIP CHANGE FORM
I. CURRENT PERMIT INFORMATION
1. Stormwater Management Permit Number: sw8110415
2. Project Name: Inter-Continental Hardwoods
DLH Nordisk, Inc. n/k/a
3. Current Permit Holder's Company Name/Organization: Inter-Continental Hardwoods, Inc.
4. Signing Official's Name: Anthony Triolo Title: Vice President
5. Mailing Address: 6841 Malpass Corner Road
City: Currie State: NC Zip: 28435
6. Phone: ( 910 ) 283-9960 Fax: ( 910 ) 283-9964
II. PROPOSED PERMITTEE / OWNER / PROJECT /ADDRESS INFORMATION
This request is for: (please check all that apply)
❑ Name change of the owner (Please complete Items 1, 2 and 3 below)
❑ Name change of project (Please complete Item 5 below)
X] Change in ownership of the property/company (Please complete Items 1, 2, 3, and 4 below)
❑ Mailing address / phone number change. (Please complete Item 4 below)
❑ Other (please explain):
1. Proposed permittee's company name/organization: Inter-Continental Hardwoods, LLC
2. Proposed permittee's signing official's name: Anthony Triolo
3. Proposed permittee's title: Vice President
4. Mailing Address: 6841 Malpass Corner Road
City: Currie State: NC Zip: 28435
Phone: ( 910 ) 283-9960 Fax: ( 910) 283-9964
5. New Project Name to be placed on permit:
Please check the appropriate box. The proposed permittee listed above is:
❑ HOA or POA (Attach documentation showing that the HOA or POA owns, controls, or has a
recorded easement for all areas that contain stormwater system features. Print name of HOA or
POA in #1 above and provide name of HOA/POA's authorized representative in #2 above)
The property owner
❑ Lessee (Attach a copy of the lease agreement and complete Prope , r a > n
page 4) nn'�II��;;Ad 201� 1
x❑ Purchaser (Attach a copy of the pending sales agreement. Final ap'= +v�l7�f trliS transfer will be
granted upon receipt of a copy of the recorded deed) BY. `
LI Developer (Complete Property Owner Information on page 4)
SSW N/O Change Rev15Feb2011 Page 1 of 4

III. REQUIRED ITEMS
A request to transfer a permit will not be approved by the Division of Water Quality (DWQ) unless all
of the applicable required items listed below are included with the submittal. Failure to provide the
listed items may result in processing delays or denial of the transfer.
1. This completed and signed form. This certification must be completed and signed by both the
current permit holder and the new applicant if this is a change of ownership.
2. Legal documentation of the property transfer to a new owner.
3. A copy of any recorded deed restrictions, covenants, or easements, if required by the permit.
4. The designer's certification (DWQ Engineer and Designer Certification Forms are available from
each DWQ Regional office), if required by the permit and if not already submitted to DWQ.
5. If the proposed permittee is a firm, partnership, association, institution, corporation, limited liability
company, or other corporate entity, provide documentation showing the authority of the named
representative to act on behalf of the proposed permittee.
6. The $40.00 processing fee. If this is an initial transfer from the original permittee the processing
fee is not required. Subsequent ownership transfers will require the $40.00 processing fee.
IV. CURRENT PERMITTEE'S CERTIFICATION
Please check one of the following statements and fill out the certification below that statement:
El Check here if the current permittee is only changing his/her/its name, the project name, or mailing
address, but will retain the permit. I, , the current
permittee, hereby notify the DWQ that I am changing my name and/or I am changing my mailing
address and/or I am changing the name of the permitted project. I further attest that this application
for a name/ownership change is accurate and complete to the best of my knowledge. I understand
that if all required parts of this application are not completed or if all required supporting information
and attachments listed above are not included, this application package will be returned as
incomplete.
Check here if current permittee is transferring the property to a new owner and will not retain
ownership of the permit.
I, Anthony Triolo , the current permittee, am submitting this application
for a transfer of ownership for permit# sw8110415 . I hereby notify DWQ of the sale or
other legal transfer of the stormwater system associated with this permit. I have provided a copy of
the most recent permit, the designer's certification for each BMP, any recorded deed restrictions,
covenants, or easements, the DWQ approved plans and/or approved as-built plans, the approved
operation and maintenance agreement, past maintenance records, and the most recent DWQ
stormwater inspection report to the proposed permittee named in Sections II and V of this form. I
further attest that this application for a name/ownership change is accurate and complete to the best
of my knowledge. I understand that if all required parts of this application are not completed or if all
required supporting information and attachments listed above are not included, this application
package will be returned as incomplete. I assign all rights and obligations as permittee to the
proposed permittee named in Sections II and V of this form. I understand that this transfer of
ownership cannot be approved by the DWQ unless and until the facility is in compliance with the
permit.
Signature: Date: -z. - ,t
I, \ra.u.t/ L. L Ccnne.i l "� , a Notary Public for the State of
/Vc ! �CL�fc . , County of 'n fi/( u1CueJL , do hereby certify that
Anthony Triolo personally appeared before me this the
sill day of ( T t e due execution of the
( 20 ..� , and acknowled:-,
forgoing instrument. Witness my hand and official seal,ECEiV G * =y Seal)
ce L IQT 2c"
Notary Sigr tture =i— NOTARY r.
E PUBLIC
s
SSW N/O Change Rev15Feb2011 AUG f�age 2��of 4 \S.:Atm:too/

V. PROPOSED PERMITTEE CERTIFICATION: (This section must be completed by the
Proposed Permittee for all transfers of ownership)
I, Anthony Triolo , hereby notify the DWQ that I have acquired
through sale, lease or legal transfer, the responsibility for operating and maintaining the permitted
stormwater management system, and, if applicable, constructing the permitted system. I
acknowledge and attest that I have received a copy of: (check all that apply to this permit)
C$-most recent permit
the designer's certification for each BMP
El any recorded deed restrictions, covenants, or easements
[ktl�DWQ approved plans and/or approved as-built plans
❑ the approved operation and maintenance agreement
n past maintenance records from the previous permittee (where required)
❑ DWQ stormwater inspection report showing compliance within 90 days prior to this transfer
I have reviewed the permit, approved plans and other documents listed above, and I will comply with
the terms and conditions of the permit and approved plans. I acknowledge and agree that I will
operate and maintain the system pursuant to the requirements listed in the permit and in the
operation and maintenance agreement. I further attest that this application for a name/ownership
change is accurate and complete to the best of my knowledge. I understand that if all required parts
of this application are not completed or if all required supporting information and attachments listed
above are not included, this application package will be returned as incomplete.
Signature: Date: — .. - , z
/- 0 ,;.:` , a Notary Public for the State of
`now& avo/i c s , County of '2i , do hereby certify that
Anthony Triolo personally appeared before me this the
,_917 day of qt.A.17 , 2012 , and acknowledge the due execution of the
forgoing instrument. Witness my hand and official seal, GEY
�--- 'W �: -4-41 (Not e Z%
Notary SigftureOT,q�, m=
%z UQC/CY 1`.1
*CVER
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Additional copies of the original permit and the approved Operationand Mainten e agreernent can
be obtained from the appropriate Regional Office of the Division of Water Quality.
This completed form, including all supporting documents and processing fee (if required), should be
sent to the appropriate Regional Office of the North Carolina Department of Environment and Natural
Resources, Division of Water Quality, as shown on the attached map.
Please note that if the Proposed Permittee listed above is not the property owner, the property owner
must complete and sign page 4 of this document. Both the lessee/developer and the property
owner will appear on the permit as permittees.
E " IVE
AUG 0 7 2012
SSW N/O Change Revl 5Feb2011 Page 3 of 4 p�---

TE 11004
State Stormwater Management Systems
Permit No. SW8 110415
Inter-Continental Hardwoods
Stormwater Project No. SW8 110415
Pender County
Engineer's Certification
I, Phillip G. Tripp , as a duly registered Professional Engineer in the State
of North Carolina, having been authorized to observe(periodically/weekly/full-time)the
construction of the project,
Inter-Continental Hardwoods
(Project)
for • DLH Nordisk, Inc. (Project Owner) hereby state that, to the
best of my abilities, due care and diligence was used In the observation of the project
construction such that the construction was observed to be built within substantial
compliance and intent of the approved plans and specifications.
The checklist of items on page 2 of this form is included in the Certification.
Noted deviations from approved plans and specifications:
�r ; SEAL
•
Signature
Registration Number 7374 s. Q TA11
; SEAL 11
r •'1 27374 1 4'
Date Cry-•/(o •/Z �•�-: cz.Q
RECEIVED
AUG 1 7 2012

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State Stormwater Management Systems
•
Permit No. SW8 110415
Certification Requirements: • Page 2 of 2
114- 1. The drainage area to the system contains approximately the permitted
acreage.
PA2. The drainage area to the system contains no more than the permitted
amount of built-upon area.
3. All the built-upon area associated with the project is graded such that the
runoff drains to the system.
OS ' 4. All roof drains are located such that the runoff is directed into the system.
,5. The outlet/bypass structure elevations are per the approved plan.
oek' 8. The outlet structure is located per the approved plans.
ilk7. Trash rack is provided on the outlet/bypass structure.
er• 8. AR slopes pro grassed with permanent vegetation. •
J"` 9. Vegetated slopes are no steeper than 3:1.
PO' 10. The inlets are located per the approved plans and do not cause short-
circuiting of the system.
0~ 11. The permitted amounts of surface area and/or volume have been
provided.
(15.. 12. Required drawdown devices are correctly sized and located per the
approved plans.
13. All required design depths are provided.
te)-- 14. All required parts of the system are provided, such as a vegetated shelf,
and a forebay.
15. The required system dimensions are provided per the approved plan.
6--,16. All components of the stormwater BMP are located in either recorded
common areas, or recorded easements.

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TE 11004
State Stormwater Management Systems
Permit No. SW8 110415
Inter-Continental Hardwoods
Stormwater Project No. SW8 110415
Ponder County
Engineer's Certification
1, Phillip G. Tripp , as a duly registered Professional Engineer in the State
of North Carolina, having been authorized to observe(periodicaliyfweeklyifull-time)the
construction of the project,
Inter-Continental Hardwoods
(Project)
for DLH Nordisk. Inc. (Project Owner) hereby state that, to the
best of my abilities, due care and diligence was used in the observation of the project
construction such that the construction was observau to be built within substantial
compliance and intent of the approved plans and specifications.
The checklist of items on page 2 of this form is included in the Certification.
Noted deviations from approved plans and specifications:
SEAL
j �441.tli#?ft,
Signature ions thti` (\�� c •,i��,�
km `I.
. .tC y V S�U C��i sy
Registration Number 7374 (q. ,s`V r,
SEAL w
Date ()1••/6 •/� %: i t I fl" Q. 4
•9
11J1!lt1;;1R'

State Stormwater Management Systems
• Permit No. SW8 110415
Certification Requirements: Page 2 of 2
Par 1. The drainage area to the system contains approximately the permitted
acreage.
Pa- 2. The drainage area to the system contains no more than the permitted
amount of built-upon area.
- _3. All the built-upon area associated with the project is graded such that the
runoff drains to the system.
ifer 4. All roof drains are located such that the runoff is directed into the system.
6, The outlet/bypass structure elevations are per the approved plan.
iU 6. The outlet structure Is located per the approved plans,
Ri*, 7. Trash rack is provided on the outlet/bypass structure.
RL8. All slopes are grassed with permanent vegetation.
el- 9. Vegetated slopes are no steeper than 3:1.
Pei- 10. The inlets are located per the approved plans and do not cause short-
circuiting of the system.
0~ 11. The permitted amounts of surface area and/or volume have been
provided.
0. 12. Required drawdown devices are correctly sized and located per the
approved plans.
13. All required design depths are provided.
0— 14. All required parts of the system are provided, such as a vegetated shelf,
and a forebay.
(6%15. The required system dimensions are provided per the approved plan.
16. All components of the stormwater BMP are located in either recorded
common areas, or recorded easements.

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1A1 2550 M Street,NW
P TON 8OOOSM 202-457-6000
Facsimile 202-457-6315
www.pattonboggs.corn
August 8,2012 Nikol M.Dor
[phone]
ndor®pattonboggs,com
VIA FEDEX
Ms. Christine Nelson
North Carolina Department of Environment and Natural Resources
State Stormwater Permitting
127 Cardinal Drive Extension
Wilmington,NC 28405
Re: DLH Nordisk,Inc. n/k/a Inter-Continental Hardwoods, Inc. Permit#SW8110415
Ms.Nelson:
Enclosed please find one (1) original Division of Water Quality State Stormwater Permit
Name/Ownership Change Form, which transfers ownership from DLH Nordisk, Inc. n/k/a
Inter-Continental Hardwoods, Inc. to Inter-Continental Hardwoods, LLC and a fully executed
copy of the Asset Purchase Agreement which documents such transfer of ownership.
Also enclosed for date/file stamp purposes is one (1) additional copy of this cover letter and
the documents mentioned above. Please acknowledge your receipt of this submission by
returning the copies with a date/file stamp in the enclosed postage paid Federal Express return
envelope,to my attention.
Should you have any questions or concerns regarding the enclosed, do not hesitate to contact
me. Thank you in advance for your assistance.
Best regards,
/(//,,,L./k/A/4.
Nikol M. Dor
Senior Paralegal
Enclosures
cc: Vicky B. McPherson,Esq. (w/encs.)
JGJG
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Washington DC I Northern Virginia I New Jersey I New York I Dallas E Denver Anchorage I Doha I Abu Dhabi

. A
NCDENR
North Carolina Department of Environment and Natural Resources
Division of Water Quality
Beverly Eaves Perdue Coleen H. Sullins Dee Freeman
Governor Director Secretary
STATE STORMWATER PERMIT NAME/OWNERSHIP CHANGE FORM
I. CURRENT PERMIT INFORMATION
1. Stormwater Management Permit Number: sw8110415
2. Project Name: Inter-Continental Hardwoods
DLH Nordisk, Inc. n/k/a
3. Current Permit Holder's Company Name/Organization: Inter-continental Hardwoods, Inc.
4. Signing Official's Name: Anthony Triolo Title: Vice President
5. Mailing Address: 6841 Malpass Corner Road
City: Currie State: NC Zip: 28435
6. Phone: ( 910 ) 283-9960 Fax: ( 910 ) 283-9964
II. PROPOSED PERMITTEE / OWNER / PROJECT / ADDRESS INFORMATION
This request is for: (please check all that apply)
❑ Name change of the owner (Please complete Items 1, 2 and 3 below)
❑ Name change of project (Please complete Item 5 below)
P1 Change in ownership of the property/company (Please complete Items 1, 2, 3, and 4 below)
❑ Mailing address / phone number change. (Please complete Item 4 below)
❑ Other (please explain):
1. Proposed permittee's company name/organization: Inter-Continental Hardwoods, LLC
2. Proposed permittee's signing official's name: Anthony Triolo
3. Proposed permittee's title: Vice President
4. Mailing Address: 6841 Malpass Corner Road
City: Currie State: NC Zip: 28435
Phone: ( 910 ) 283-9960 Fax: ( 910 ) 283-9964
5. New Project Name to be placed on permit:
Please check the appropriate box. The proposed permittee listed above is:
❑ HOA or POA (Attach documentation showing that the HOA or POA owns, controls, or has a
recorded easement for all areas that contain storm water system features. Print name of HOA or
POA in #1 above and provide name of HOA/POA's authorized representative in #2 above)
❑ The property owner
❑ Lessee (Attach a copy of the lease agreement and complete Property Owner Information on
page 4)
x❑ Purchaser (Attach a copy of the pending sales agreement. Final approval of this transfer will be
granted upon receipt of a copy of the recorded deed)
❑ Developer (Complete Property Owner Information on page 4)
SSW N/O Change Rev15Feb2011 Page 1 of 4

III. REQUIRED ITEMS
A request to transfer a permit will not be approved by the Division of Water Quality (DWQ) unless all
of the applicable required items listed below are included with the submittal. Failure to provide the
listed items may result in processing delays or denial of the transfer.
1. This completed and signed form. This certification must be completed and signed by both the
current permit holder and the new applicant if this is a change of ownership.
2. Legal documentation of the property transfer to a new owner.
3. A copy of any recorded deed restrictions, covenants, or easements, if required by the permit.
4. The designer's certification (DWQ Engineer and Designer Certification Forms are available from
each DWQ Regional office), if required by the permit and if not already submitted to DWQ.
5. If the proposed permittee is a firm, partnership, association, institution, corporation, limited liability
company, or other corporate entity, provide documentation showing the authority of the named
representative to act on behalf of the proposed permittee.
6. The$40.00 processing fee. If this is an initial transfer from the original permittee the processing
fee is not required. Subsequent ownership transfers will require the $40.00 processing fee.
IV. CURRENT PERMITTEE'S CERTIFICATION
Please check one of the following statements and fill out the certification below that statement:
❑ Check here if the current permittee is only changing his/her/its name, the project name, or mailing
address, but will retain the permit. I, , the current
permittee, hereby notify the DWQ that I am changing my name and/or I am changing my mailing
address and/or I am changing the name of the permitted project. I further attest that this application
for a name/ownership change is accurate and complete to the best of my knowledge. I understand
that if all required parts of this application are not completed or if all required supporting information
and attachments listed above are not included, this application package will be returned as
incomplete.
Ei Check here if current permittee is transferring the property to a new owner and will not retain
ownership of the permit.
I, Anthony Triolo , the current permittee, am submitting this application
for a transfer of ownership for permit# SW8110415' . I hereby notify DWQ of the sale or
other legal transfer of the stormwater system associated with this permit. I have provided a copy of
the most recent permit, the designer's certification for each BMP, any recorded deed restrictions,
covenants, or easements,the DWQ approved plans and/or approved as-built plans, the approved
operation and maintenance agreement, past maintenance records, and the most recent DWQ
stormwater inspection report to the proposed permittee named in Sections II and V of this form. I
further attest that this application for a name/ownership change is accurate and complete to the best
of my knowledge. I understand that if all required parts of this application arc not completed or if all
required supporting information and attachments listed above are not included, this application
package will be returned as incomplete. I assign all rights and obligations as permittee to the
proposed permittee named in Sections II and V of this form. I understand that this transfer of
ownership cannot be approved by the DWQ unless and until the facility is in compliance with the
permit.
Signature:_ - �.)___ Date: a -z. ., - ,z
I, —Ira ow I 0C&nneli , a Notary Public for the State of
f/O4\ !ll C i - _, County of `a. ) W(Ent,i.' .:t_ , do hereby certify that
Anthony Triolo personally appeared before me this the
cI 7 day of Le.Cc, , 20 12 , and acknowled o e due execution of the
forgoing instrument. Witness my hand and official seal, •�°�• • ''ri, Seal)
Notary Sig ture =�- NOTTARY iCe IA
r=
PUBLIC 1224 ��
Qr 4..
SSW N/O Change Rev15Feb2011 Page 2 of 4 ' ,, vEg GU,
'6"noaae o p

V. PROPOSED PERMITTEE CERTIFICATION: (This section must be completed by the
Proposed Permittee for all transfers of ownership)
I, Anthony Triolo , hereby notify the DWQ that I have acquired
through sale, lease or legal transfer, the responsibility for operating and maintaining the permitted
stormwater management system, and, if applicable, constructing the permitted system. I
acknowledge and attest that I have received a copy of: (check all that apply to this permit)
't-most recent permit
the designer's certification for each BMP
❑ any recorded deed restrictions, covenants, or easements
[�ttf DWQ approved plans and/or approved as-built plans
❑ the approved operation and maintenance agreement
❑ past maintenance records from the previous permittee (where required)
DWQ stormwater inspection report showing compliance within 90 days prior to this transfer
I have reviewed the permit, approved plans and other documents listed above, and I will comply with
the terms and conditions of the permit and approved plans. I acknowledge and agree that I will
operate and maintain the system pursuant to the requirements listed in the permit and in the
operation and maintenance agreement. I further attest that this application for a name/ownership
change is accurate and complete to the best of my knowledge. I understand that if all required parts
of this application are not completed or if all required supporting information and attachments listed
above are not included, this application package will be returned as incomplete.
Signature: Date: 7—
I, /r aety L. () // I 1 , a Notary Public for the State of
, County of i 1 Z. , do hereby certify that
Anthony Triolo personally appeared before me this the
8'7 'day of , 20 12 , and acknowledge the due execution of the
forgoing instrument. Witness my hand and official seal, GE�"`""y ""
(Nota��� e )O A s
Notary Sigfa�tu e r PU7� ,c rs
Additional copies of the original permit and the approved Operation and Mainten f?J ag Bement can
be obtained from the appropriate Regional Office of the Division of Water Quality.
This completed form, including all supporting documents and processing fee (if required), should be
sent to the appropriate Regional Office of the North Carolina Department of Environment and Natural
Resources, Division of Water Quality, as shown on the attached map.
Please note that if the Proposed Permittee listed above is not the property owner, the property owner
must complete and sign page 4 of this document. Both the lessee/developer and the property
owner will appear on the permit as permittees.
SSW N/O Change Rev15Feb2011 Page 3 of 4

ASSET PURCHASE AGREEMENT
THIS AGREEMENT, dated the 31st day of July, 2012, by and among
INTER-CONTINENTAL HARDWOODS, LLC (hereinafter referred to as the
"Purchaser"), a limited liability company organized and existing under the laws of
the State of Delaware, and Northwest Hardwoods, Inc. (hereinafter referred to as
"Parent"), a corporation organized and existing under the laws of the State of
Delaware, and Dalhoff Larsen & Horneman AJS (hereinafter referred to as "DLH"),
a corporation organized and existing under the laws of the Kingdom of Denmark,
and INTER-CONTINENTAL HARDWOODS, INC., a corporation organized and
existing under the laws of the State of North Carolina (hereinafter referred to as the
"Seller") and wholly owned by DLH (the "Agreement");
WITNESSETH :
WHEREAS, the Seller is in the business of importing and selling
tropical hardwoods (the "Business"); and
WHEREAS, Purchaser desires to acquire from Seller, and Seller
desires to transfer to Purchaser, all of the assets of the Seller used or useable in the
Business, in exchange for the assumption by Purchaser of certain liabilities of the
Seller and for the purchase price and upon the terms and conditions set forth in this
Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and
promises hereinafter set forth, the parties hereto agree as follow ...
E
AUG 0 7 2012
BY:

1. Agreement to Sell and Purchase.
(a) Subject to the terms and conditions hereinafter set forth, Seller
hereby sells the Acquired Assets (as defined below) to Purchaser and Purchaser
hereby purchases the Acquired Assets from Seller. For purposes hereof, "Acquired
Assets" means all right, title, and interest in and to all of the assets of Seller,
including all of its (a) Owned Real Property and Leased Real Property (as each such
term is defined in Section 2(a)(vi), below), (b) tangible personal property (such as
machinery, equipment, inventories of raw materials and supplies, manufactured
and purchased parts, goods in process and finished goods, furniture, automobiles,
trucks, tractors, trailers, tools, jigs, and dies), (c) Intellectual Property (as defined in
Section 2(a)(viii) below, goodwill associated therewith, licenses and sublicenses
granted and obtained with respect thereto, and rights thereunder, remedies against
infringements thereof, and rights to protection of interests therein under the laws of
all jurisdictions, (d) leases, subleases, and rights thereunder, (e) agreements,
contracts, indentures, mortgages, pledges, liens, encumbrances, charges, or other
security interests, instruments, guaranties, other similar arrangements, and rights
thereunder, (f) accounts, notes, and other receivables, (g) securities, (h) claims,
deposits, prepayments, refunds, causes of action, choses in action, rights of recovery,
rights of set off, and rights of recoupment, (i) to the extent they are transferable,
franchises, approvals, permits, licenses, orders, registrations, certificates, variances,
and similar rights obtained from governments and governmental agencies, and (j)
books, records, ledgers, files, documents, correspondence, lists, plats, architectural
2

plans, drawings, and specifications, creative materials, advertising and promotional
materials, studies, reports, and other printed or written materials, in each case to
the extent relevant for the Business and if originals are needed by Seller for tax or
accounting purposes not originals but only copies; provided, however, that the
Acquired Assets shall not include (i) the corporate charter, qualifications to conduct
business as a foreign corporation, arrangements with registered agents relating to
foreign qualifications, taxpayer and other identification numbers, seals, minute
books, stock transfer books, blank stock certificates, and other documents relating
to the organization, maintenance, and existence of Seller as a corporation, original
records, ledgers, correspondence and documentation of any kind needed by Seller
for tax or accounting purposes, (ii) cash and cash equivalents (including marketable
securities and short term investments) ("Cash"), (iii) rights in and with respect to
the assets associated with its Employee Benefit Plans (as defined in Section
2(a)(xxi), below), (iv) insurance policies (other than the credit insurance for
collection of trade receivables) and title policies to Real Property, (v) Asset
Purchase Agreement between DLH and Seller dated as of May 1, 2012, (vi) Restated
Credit Agreement dated 11 March 2009 (as amended by an amendment letter dated
3 June 2009 and as amended and restated by a supplemental agreement dated 11
March 2010, a second supplemental agreement dated 21 March 2011 and a third
supplemental agreement dated 8 March 2012) DKK600,000,000 Multicurrency
Revolving Credit Facility for Dalhoff Larsen & Horneman A/S arranged by Nordea
Bank Danmark A/S and Danske Bank A/S with Nordea Bank Danmark A/S as
3

Agent and Nordea Bank Danmark A/S as Security Agent, or (vii) any of the rights of
Seller under this Agreement (or under any side agreement between Seller on the
one hand and Purchaser on the other hand entered into on or after the date of this
Agreement).
(b) On and subject to the terms and conditions of this Agreement,
Purchaser agrees to assume and become responsible for all of the Assumed
Liabilities (as defined below) at the Closing. Purchaser is not assuming and will not
have any responsibility, however, with respect to any other obligation or Liability of
Seller not included within the definition of Assumed Liabilities. For purposes
hereof, (i) "Liability" means any liability (whether known or unknown, whether
asserted or unasserted, whether absolute or contingent, whether accrued or
unaccrued, whether liquidated or unliquidated, and whether due or to become due),
including any liability for Taxes, and (ii) "Assumed Liabilities" means (A) all
Liabilities of Seller set forth on the face of the balance sheet contained within the
May 31, 2012 Financial Statements (as defined in Section 2(a)(iv), below), (B) all
Liabilities of Seller which have arisen after May 31, 2012 in the ordinary course of
business (other than any Liability resulting from, arising out of, relating to, in the
nature of, or caused by any breach of contract, breach of warranty, tort,
infringement, violation of law, or environmental matter, including without
limitation those arising under laws and regulations listed in Section 2(a)(xxii),
below), (C) all obligations of Seller under the agreements, contracts, leases, licenses,
and other arrangements referred to in the definition of Acquired Assets either (i) to
4

furnish goods, services, and other non-Cash benefits to another party after the
Closing or (ii) to pay for goods, services, and other non-Cash benefits that another
party will furnish to it after the Closing, and (D) all Liabilities of Seller under
Management Team Contingent Severance and Confidentiality Agreements with
Fred Coffin, Timothy McGill and Michael Morton and Management Team
Contingent Bonus, Severance and Confidentiality Agreements with James Mills,
Lenny Shibley, Tom Escherich, Tony Triolo and Wendy Wilson; provided, however,
that the Assumed Liabilities shall not include (i) any Liability of Seller for Taxes,
(ii) any Liability of Seller for the unpaid Taxes of any Person (as defined below in
this Section) (other than any of Seller and its Subsidiaries) under Reg. §1.1502-6 (or
any similar provision of state, local, or foreign law), as a transferee or successor, by
contract, or otherwise, (iii) any obligation of Seller to indemnify any Person by
reason of the fact that such Person was a director, officer, employee, or agent of any
of Seller and its Subsidiaries or was serving at the request of any such entity as a
partner, trustee, director, officer, employee, or agent of another entity (whether
such indemnification is for judgments, damages, penalties, fines, costs, amounts
paid in settlement, losses, expenses, or otherwise and whether such indemnification
is pursuant to any statute, charter document, bylaw, agreement, or otherwise), (iv)
any Liability of Seller for costs and expenses incurred in connection with this
Agreement and the transactions contemplated hereby, (v) any Liability or obligation
of Seller under its Employee Benefit Plans, (vi) the Liabilities of Seller listed under
the captions "Long term internal bank loans", "Bank debts", "Other intercompany
5

payables", "Bank loans", "Provisions", relating to final settlement of separation
agreements with Stewart Sexton and Linda Lynch, and $97,000 of the $217,000
listed as "Other payables", which $97,000 relates to an accrual for audit and tax
assistance, on the balance sheet included in the May 31, 2012 Financial Statements,
or (vii) any Liability or obligation of Seller under this Agreement (or under any side
agreement between Seller on the one hand and Purchaser on the other hand
entered into on or after the date of this Agreement). A "Person" means an
individual, a partnership, a corporation, an association, a joint stock company, a
trust, a joint venture, an unincorporated organization, or a governmental entity (or
any department, agency or political subdivision thereof).
2. Seller's Warranties and Representations.
(a) References herein to the "Knowledge" of DLH or Seller, means
to the knowledge of Kent Arentoft, Peter Thostrup, Martin Grome, Lenny Shibley,
Wendy Wilson, or Tony Triolo after due investigation. To induce Purchaser to enter
into this Agreement, the Seller warrants and represents to Purchaser as follows:
(i) Corporate Organization. Seller is a corporation duly organized,
validly existing and in good standing under the laws of the State of North
Carolina and is entitled to own or lease its properties and to conduct its
business in the places where such properties are now owned or leased or such
business is now conducted. Seller is duly qualified and in good standing to
conduct business as a foreign corporation in the jurisdictions specified in
Section 2(a)(i) of the disclosure schedule referred to in Section 2(b) hereof(the
6

"Disclosure Schedule") and such jurisdictions are the only jurisdictions in
which Seller is required to be so qualified.
(ii) Authorization of Transaction. Seller has full power and
authority (including full corporate power and authority) to execute and
deliver this Agreement and to perform its obligations hereunder. Without
limiting the generality of the foregoing, the board of directors of Seller and
DLH have duly authorized the execution, delivery, and performance of this
Agreement by Seller. This Agreement constitutes the valid and legally
binding obligation of Seller, enforceable in accordance with its terms and
conditions.
(iii) Subsidiaries. Except as disclosed Disclosure Schedule Section
2(a)(iii), Seller has no subsidiaries and does not have any other interest,
direct or indirect, through stock ownership or otherwise, in any other
corporation or business enterprise.
(iv) Financial Statements. The books of account of Seller fairly and
correctly reflect its income, expenses, assets and liabilities in accordance with
the recognition and measurement principles of the International Financial
Reporting Standards as adopted by the EU and applied by Seller in Seller's
parent company's reporting to NASDAQ OMX Copenhagen ("IFRS"); the
unaudited balance sheets and statements of income and cash flow as of and
for the fiscal years ended December 31, 2010 and December 31, 2011 for
Seller attached as Exhibit.2(a)(iv)(A) have been prepared in accordance
7

with IFRS applied on consistent basis throughout the periods covered
thereby, present fairly the financial condition of Seller for such periods, are
correct and complete, and are consistent with the books and records of Seller;
the financial statements of Seller as at and for the five (5) month period
ended May 31, 2012 including related notes (the "May 31, 2012 Financial
Statements", attached as Exhibit 2(a)(iv)(B)), as reviewed by KPMG, in
accordance with ISRE 2400 (Engagement to Review Financial Statement),
give a true and fair view of the financial position of Seller as at May 31, 2012
and of the results of its operations for the period then ended; and as of May
31, 2012 Seller did not have any material Liabilities of a nature customarily
reflected in a corporate balance sheet prepared in accordance with generally
accepted accounting principles that are not reflected in such financial
statements (including the related notes), and since May 31, 2012, Seller has
not incurred any such Liabilities except current liabilities incurred in the
ordinary course of business (none of which results from, arises out of, relates
to, is in the nature of, or was caused by any breach of contract, breach of
warranty, tort, infringement, or violation of law). There have been no
adverse changes in the business or in the financial condition of Seller since
May 31, 2012, other than changes in the ordinary course of business, which
in the aggregate have not been materially adverse.
(v) Corporate Books and Records. The corporate books and records
of Seller have been maintained continuously and properly in substantially in
8

accordance with the laws of the State of North Carolina, and all filings of
whatsoever nature from time to time required of Seller by the State of North
Carolina have been made.
(vi) Real Property. Section 2(a)(vi) of the Disclosure Schedule
contains a complete and accurate list of all real property or other interests in
real property owned (the "Owned Real Property") or leased (the "Leased
Real Property", and, together with the Owned Real Property, the "Real
Property") by Seller. The Real Property comprises all of the real property
used in the Business; and Seller is not a party to any agreement or option to
purchase any real property or interest therein Seller has delivered or made
available in the Database (as defined in Section 2(b)) to Purchaser true and
correct copies of the leases pursuant to which Seller leases such Leased Real
Property or interests, and any amendments thereto. Except as set forth in
Section 2(a)(vi) of the Disclosure Schedule, Seller owns (with good and
insurable title, subject to Permitted Liens (as defined in below in this Section
2(a)(vi)), in fee simple in the case of Owned Real Property and good leasehold
title in the case of Leased Real Property. There are no other leases or
amendments to the leases for Real Property except for those leases and
amendments thereto that Seller has previously made available in the
Database or delivered to Purchaser. Each of the leases of Leased Real
Property, as amended presently, are in full force and effect, and will remain
in full force and effect after consummation of the transactions contemplated
9

hereby (including assignment of such leases to Purchaser), except as such
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar laws relating to, or
affecting generally the enforcement of, creditors' rights and remedies or by
other equitable principles of general application. To the Knowledge of Seller,
there is no default or event of default under any of the leases of Leased Real
Property, as amended presently (with or without notice or lapse of time). No
landlord has provided written notice to Seller of any material default under
any of the leases for the Leased Real Property. Except as described in
Disclosure Schedule Section 2(a)(vi), the transactions contemplated by this
Agreement do not require the consent of any other party to any lease of
Leased Real Property and will not result in a breach of or default under such
lease. All buildings, structures, fixtures, building systems and equipment,
and all components thereof, including the roof, foundation, load-bearing walls
and other structural elements thereof; heating, ventilation, air conditioning,
mechanical, electrical, plumbing and other building systems, environmental
control, remediation and abatement systems; sewer, storm and waste water
systems, irrigation and other water distribution systems, parking facilities,
fire protection, security and surveillance systems, and telecommunications,
computer, wiring and cable installations, included in the Real Property (the
"Improvements") are in workable condition and repair and sufficient for the
operation of Seller's business. There are no structural deficiencies affecting
10

any of the Improvements and there are no facts or conditions affecting any of
the Improvements which would, individually or in the aggregate, interfere in
any respect with the use or occupancy of the Improvements or any portion
thereof in the operation of Seller's business as currently conducted thereon.
There is no condemnation, expropriation or other proceeding in eminent
domain, pending or threatened, affecting any parcel of Real Property or any
portion thereof or interest therein. There is no injunction, decree, order, writ
or judgment outstanding, nor any claims, litigation, administrative actions or
similar proceedings, pending or threatened, relating to the ownership, lease,
use or occupancy of the Real Property or any portion thereof, or the operation
of Seller's business as currently conducted thereon. "Permitted Liens" shall
mean (i) liens for real property taxes or assessments not yet due and payable;
(ii) mechanics', landlords', warehousemen's, materialmen's, contractors',
workmen's, repairmen's and carriers' liens, and other similar liens arising or
incurred in the ordinary course of business to secure amounts that are not yet
due and payable or amounts that Seller is contesting in good faith through
appropriate proceedings for which appropriate reserves have been
established in accordance with IFRS; (iii) purchase money liens and liens
securing rental payments under capital leases; (iv) rights of lgssors, licensors
and other third parties in property owned by them which is leased as set
forth in Section 2(a)(vi) of the Disclosure Schedule to another person or which
another person has a right to use or possess; (v) with respect to Real
11

Property, zoning laws and building ordinances, easements, rights-of-way,
restrictions, minor defects, encroachments or irregularities in title and other
similar charges or encumbrances not interfering with the use of such Real
Property in the ordinary course of business as set forth in Section 2(a)(vi) of
the Disclosure Schedule; and (vi) liens for water and sewer charges incurred
in the ordinary course of business and not overdue.
(vii) Personal Property. Except as disclosed in Section 2(a)(vii) of the
Disclosure Schedule, Seller has good and marketable title to the machinery,
equipment, merchandise, materials, supplies and other property of every
kind, tangible or intangible, shown as assets in its records and books of
account, free and clear of all liens, encumbrances and charges, except as
shown or reflected or pursuant to arrangements referred to in its financial
statements (or the notes thereto) as of May 31, 2012. Seller has valid leases
under which it is entitled to use in its business all personal property of which
it is the lessee and there are no defaults under any such lease. The assets
and property described in the Section 2(a)(vii) comprise all of the tangible
assets necessary for the conduct of the Business as currently conducted and
as presently proposed to be conducted. Except as disclosed in Section 2(a)(vii)
of the Disclosure Schedule, each such tangible asset is free from patent
defects, has been maintained in accordance with normal industry practice, is
in workable operating condition and repair (subject to normal wear and tear),
12

and is suitable for the purposes for which it presently is used and presently is
proposed to be used.
(viii) Patents, Trademarks and Copyrights. Seller owns the
respective patents, trademarks, copyrights and trade names and applications
and registrations therefor (the "Intellectual Property") as specified in
Disclosure Schedule Section 2(a)(viii) free and clear of any mortgage, pledge,
lien, encumbrance, charge, security interest, license, or other restriction or
limitation regarding use or disclosure; Seller has not granted any licenses to
use such Intellectual Property; and, except as set forth in the Disclosure
Schedule, Seller owns no other Intellectual Property. Except as set forth in
the Disclosure Schedule, there is no Intellectual Property with respect to
which Seller requires a grant of right and which are used in or necessary for
the conduct of its business as heretofore conducted; no written claims have
been asserted and no claims are pending, by any person with respect to the
use of any of the Intellectual Property owned by Seller, and the use of such
Intellectual Property by Seller does not infringe on the rights of any person;
to the Knowledge of Seller, there are no infringements of any of Seller's
Intellectual Property.
(ix) Insurance. Set forth in Disclosure Schedule Section 2(a)(ix) is
the following information with respect to the insurance policies insuring
Seller: (A) the name, address, and telephone number of the agent, (B) the
name of the insurer, the name of the policyholder, and the name and each
13

covered insured, (C) the policy number and the period of coverage, (D) the
scope (including an indication of whether the coverage was on a claims made,
occurrence, or other basis) and amount (including a description of how
deductibles and ceilings are calculated and operate) of coverage, and (E) a
description of any retroactive premium adjustments or other loss-sharing
arrangements. With respect to each such insurance policy: (A) the policy is
legal, valid, binding, enforceable, and in full force and effect; (B) neither
Seller nor any other party to the policy is in breach or default (including with
respect to the payment of premiums or the giving of notices), and no event
has occurred which, with notice or the lapse of time, would constitute such a
breach or default, or permit termination, modification, or acceleration, under
the policy; and (C) no party to the policy has repudiated any provision
thereof. Seller has been covered during the past five (5) years by insurance in
scope and amount customary and reasonable for the businesses in which it
has engaged during the aforementioned period. Section 2(a)(ix) of the
Disclosure Schedule describes any self-insurance arrangements affecting
Seller.
(x) Outstanding Contracts and Commitments. Except as described
in the Disclosure Schedule Section 2(a)(x), Seller is not a party to any
(A) contract for the purchase or sale of any materials, products or supplies
which contains any escalator, renegotiation or redetermination clause or
which commits it for a fixed term not subject to termination on notice of 180
14

days or less; (B) contract of employment with any officer, director,
shareholder or employee not terminable at will without liability or
requirement of severance or other payments; (C) management or
consultation agreement not terminable at will without liability; (D) lease,
license, royalty, collective bargaining or other union agreement or loan
agreement; (E) contract, accepted order or commitment for the purchase or
sale of materials, products or supplies having a total contract price in excess
of$100,000; (F) any contract containing covenants limiting the freedom to
compete in any line of business or with any person or the disclosure of
information; (G) any agreement concerning a partnership or joint venture;
(H) any agreement involving any of DLH and its Affiliates; or (I) any other
agreement, whether or not legally binding, which materially affects the
business, properties or assets of Seller or which was entered into other than
in the usual and ordinary course of business. Seller does not have
outstanding contracts or accepted orders at less than the contract price
customary on the part of Seller to the subject matter thereof exceeding
$50,000 in the aggregate. Seller does not have outstanding contracts or
accepted orders for Seller's purchase of materials, products or supplies at
more than the contract price customary on the part of Seller to the subject
matter thereof exceeding $50,000 in the aggregate. Seller has delivered to
Purchaser a correct and complete copy of each written agreement listed in
Disclosure Schedule Section 2(a)(x) and a written summary setting forth the
15

terms and conditions of each oral agreement referred to in Disclosure
Schedule Section 2(a)(x). Except as described in Disclosure Schedule Section
2(a)(x), with respect to each such agreement included in the Acquired Assets:
(A) the agreement is legal, valid, binding, enforceable, and in full force and
effect; (B) the agreement will continue to be legal, valid, binding, enforceable,
and in full force and effect on identical terms following the consummation of
the transactions contemplated hereby (including the assignments and
assumptions referred to in Section 7(a) below); (C) no party is in breach or
default, and no event has occurred which with notice or lapse of time would
constitute a breach or default, or permit termination, modification, or
acceleration, under the agreement; and (D) no party has repudiated any
provision of the agreement.
(xi) Accounts Receivable. The accounts receivable owned by Seller
included in the May 31, 2012 Financial Statements are validly due and
owing, no portion thereof is barred by any statute of limitations, rights of set
off or any other defense relating thereto.
(xii) Licenses to Operate. Seller has all material permits, licenses,
orders or approvals of any federal, state, local or foreign governmental or
regulatory body required in order to permit it to carry on its business as
presently conducted. All such permits, licenses, orders and approvals are in
full force and effect and no suspension or cancellation of any of them is
threatened.
16

(xiii) Litigation. Except as described in Disclosure Schedule Section
2(a)(xiii), there are no actions or proceedings pending by or against Seller
before any court, administrative agency or arbitrator, and there are no
pending, or, to the Knowledge of Seller, threatened or imminent litigations,
governmental investigations, claims or infringement of patents or
trademarks or copyrights, or governmental claims, complaints or
prosecutions involving Seller which would adversely affect its business or the
ownership or value of its properties and assets.
(xiv) Compliance with Laws and Regulations. Except as described in
Disclosure Schedule Section 2(a)(xiv), Seller and its predecessors have
conducted its business operations materially in accordance with all applicable
laws and regulations, including, without limitation, the Lacey Act, 16 U.S.C.
3371 et seq. Seller has no Knowledge of any current violation of law by Seller
and Seller is not in receipt of any written notice of claim of any violation or
alleged violation of any such law or regulation.
(xv) Taxes. All Taxes (as defined below) imposed by the United
States, by any foreign country and by any state, municipality, subdivision or
instrumentality of the United States or of any foreign country or by any other
taxing authority, which are due or payable by Seller and all price
redetermination or renegotiation claims asserted or that may be asserted,
have been paid in full or adequately provided for by reserves shown in the
records and books of account of Seller. Except as disclosed in Disclosure
17

Schedule Section 2(a)(xv), all Tax returns for Seller have been timely filed
with the taxing authorities having jurisdiction thereof through December 31,
2011, and no extension of time for the assessment of deficiencies is in effect.
All such Tax returns were correct and complete in all material respects. No
Tax deficiency has been proposed or threatened against Seller, and there are
no Tax liens upon any of the assets or properties of Seller. No claim has ever
been made by an authority in a jurisdiction where Seller does not file Tax
returns that it is or may be subject to taxation by that jurisdiction. Seller has
withheld and paid all Taxes required to have been withheld and paid in
connection with amounts paid or owing to any employee, independent
contractor, creditor, stockholder, or other third party. None of the Assumed
Liabilities is an obligation to make a payment that will not be deductible
under §280G of the Internal Revenue Code of 1986, as amended (the "Code").
Seller has disclosed on its federal income Tax returns all positions taken
therein that could give rise to a substantial understatement of federal income
Tax within the meaning of Code §6662. Seller is not a party to any Tax
allocation or sharing agreement. Seller (A) has not been a member of an
Affiliated Group (as defined below) filing a consolidated federal income Tax
return (other than a group the common parent of which was Seller) or (B)
does not have any Liability for the Taxes of any Person (other than any of
Seller) under Reg. §1.1502-6 (or any similar provision of state, local, or
foreign law), as a transferee or successor, by contract, or otherwise. For
18

purposes hereof, (i) "Tax" means any federal, state, local, or foreign income,
gross receipts, license, payroll, employment, excise, severance, stamp,
occupation, premium, windfall profits, environmental (including taxes under
Code §59A), customs duties, capital stock, franchise, profits, withholding,
social security (or similar), unemployment, disability, real property, personal
property, sales, use, transfer, registration, value added, alternative or add-on
minimum, estimated, or other tax of any kind whatsoever, including any
interest, penalty, or addition thereto, whether disputed or not, and (ii)
"Affiliated Group" means any affiliated group within the meaning of Code
§1504(a) or any similar group defined under a similar provision of state, local,
or foreign law.
(xvi) No Violation. Neither the execution and delivery of this
Agreement, nor the consummation of the transactions contemplated by this
Agreement will result in the breach of any term or provision of the Articles of
Incorporation or Bylaws of Seller, or, except as disclosed in Disclosure
Schedule Section 2(a)(xvi), result in the breach of any term or provision of, or
constitute a default or result in the acceleration of any obligation under, any
loan agreement, lease, indenture, financing agreement or any other
agreement or instrument of any kind to which Seller is a party. No consent
of any Federal, State or local authority or any other entity is required in
connection with the execution, delivery and performance of this Agreement
by Seller and DLH..
19

(xvii) Present Operations. Seller owns or has the right to use to the
extent necessary for the future conduct of its tropical hardwood business all
of the assets, licenses, franchises (including, without limitation, Chain of
Custody and Controlled Wood certification by Forest Stewardship Council),
leases and other properties necessary for conducting its business
substantially in the manner in which it has been conducted in the past,
normal wear and tear and obsolescence excluded for physical items, and, no
officer or director of Seller, nor any member of any of their families, nor any
legal entity in which any officer or director of Seller has an interest, owns any
property or rights, tangible or intangible, which are used in the business of
Seller. Seller has no outstanding disputes relating to any agreements
necessary to the normal operation of its business.
(xviii) Interested Parties. No officer or director of Seller, nor any
member of their families, owns, directly or indirectly, or has had a
substantial ownership interest in any business, corporate or otherwise, which
is a party to, or in any property which is the subject of, business
arrangements with Seller.
(xix) Conduct of Business. Except as described in Disclosure
Schedule Section 2(a)(xix), from May 31, 2012 to the date of this
Agreement: (A) Seller has conducted its operations in the ordinary and
usual course and there has been no material adverse change since that
date in the financial condition or in the business or properties of Seller;
20

(B) Seller has not declared or paid any dividends on, or made any
distributions with respect to, any shares of its capital stock and has
not repurchased or redeemed any such shares; (C) Seller has not sold
or transferred any of its properties or assets except in the ordinary
course of business, or canceled, released or assigned any indebtedness
owed to it or any claims held by it, except in the ordinary course of
business; (D) Seller has not incurred as guarantor or otherwise any
contingent liabilities; (E) Seller has not incurred any obligation or
liability except in the ordinary course of business; (F) Seller has not
made any material change in its method of doing business; (G) there
has not been any damage, destruction or loss, whether or not covered
by insurance, materially and adversely affecting Seller's business,
assets or properties; (H) Seller has not increased the salary or any
other form of compensation, direct or indirect, for any of Seller's
officers, directors, employees or consultants; (I) Seller has not written
down the value of any inventory or written off as uncollectible any
notes or accounts receivable, except write-downs and write-offs in the
ordinary course of business, none'of which, individually or in the
aggregate, are material to Seller; (J) Seller has not imposed any
security interest upon any of its assets, tangible or intangible; (K)
Seller has not made any capital expenditure (or series of related
capital expenditures) either involving more than $100,000 or outside
21

the ordinary course of business; (L) Seller has not made any capital
investment in, any loan to, or any acquisition of the securities or assets
of, any other Person (or series of related capital investments, loans,
and acquisitions).
(xx) Certificates. No certificate executed by Seller or by any officer of
Seller or DLH pursuant to this Agreement contains or will contain any
misstatement of a material fact or omits or will omit any material fact
necessary to make the statements made not misleading.
(xxi) Employee Benefit Plans. All employee benefit plans, as that
term is defined in Section 3(3) of the Employee Retirement Income Security
Act of 1974 ("ERISA"), and any deferred compensation, profit sharing,
incentive compensation, excess benefit, stock or other equity ownership,
purchase, appreciation or option, phantom stock, severance, termination pay,
change in control, retirement, employee welfare, fringe benefit, bonus or any
other employee benefit plan, program or arrangement of any kind (each an
"Employee Benefit Plan"), which are sponsored, maintained or contributed
to by Seller for the benefit of Seller's current or former employees and/or
spouses and dependents are.listed and described in Disclosure Schedule
Section 2(a)(xxi). Seller has delivered to Purchaser correct and complete
copies of the plan documents and summary plan descriptions, the most recent
determination letter received from the Internal Revenue Service ("IRS") or
the IRS opinion letter on which Seller is entitled to rely, the most recent
22

annual report (IRS Form 5500, with all applicable attachments), and all
related trust agreements, insurance contracts, and other funding
arrangements which implement each such Employee Benefit Plan. Each such
Employee Benefit Plan complies in form and in operation in all material
respects with the applicable requirements of ERISA, the Code and other
applicable law and has been operated in accordance with its terms. The
requirements of Part 6 of Subtitle B of Title I of ERISA and Section 4980B of
the Code and of any similar state law ("COBRA") have been met by Seller
with respect to each such Employee Benefit Plan which is an "employee
welfare benefit plan" (as defined in Section 3(1) of ERISA) subject to COBRA.
Except as disclosed in the Disclosure Schedule Section 2(a)(xxi), none of the
Seller, any ERISA Affiliate and any Employee Benefit Plan has promised or
provides medical, health, life insurance or other welfare type benefits for
current or future retirees or current or future former employees or their
spouses or dependents (other than in accordance with COBRA). To the
Knowledge of Seller, no event has occurred nor has there been any omission
which would result in a material violation of any laws, rulings or regulations,
including ERISA and the Code, applicable to any Employee Benefit Plan
maintained or contributed to by Seller for the benefit of its employees, and no
liability has been incurred for any penalty or tax under Chapter 43 of
Subtitle D of the Code or Section 502 of ERISA. There are no written or, to
the Knowledge of Seller, other claims pending or threatened with respect to
23

any of such Employee Benefit Plans, other than claims for benefits by
employees, beneficiaries, or dependents arising in the normal course of the
operation of such plans. There are no unfunded obligations of Seller under
any of the Employee Benefit Plans sponsored, maintained or contributed to
by Seller. Neither the Seller nor any ERISA Affiliate has ever sponsored,
participated in, or had any obligations to contribute to (or had any other
Liability (including withdrawal liability as defined in Section 4201 of
ERISA)) with respect to (A) any "multiemployer plan" (as defined in Section
3(37) of ERISA) or (B) any "employee pension benefit plan" (as defined in
Section 3(2) of ERISA) of the type described in Section 4063 or 4064 of ERISA
or Section 413(c) of the Code or subject to Section 412 of the Code or title IV
of ERISA. Neither Seller nor any ERISA Affiliate has received written notice
asserting liability to the Pension Benefit Guaranty Corporation established
under ERISA (or any successor thereto under ERISA) in connection with any
Employee Benefit Plan. Seller has made all required or discretionary (in
accordance with historical practices) payments and contributions required to
be made by it for the benefit of its employees under all Employee Benefit
Plans for all periods ending prior to or as of the Closing Date. Except as
disclosed in the Disclosure Schedule Section 2(a)(xxi), the consummation of
the transactions contemplated by this Agreement will not (A) increase any
benefits otherwise payable under an Employee Benefit Plan or (B) result in
the acceleration of time of payment or vesting of any benefits under any
24

Employee Benefit Plan. For purposes hereof, "ERISA Affiliate" means each
entity which is treated as a single employer with Seller for purposes of
Section 414 of the Code.
(xxii) Environmental Matters. Except as described in Disclosure
Schedule Section 2(a)(xxii), Seller and its predecessors have has not, nor have
any officers, directors, employees, or Affiliates (as defined in Section 9) acting
on behalf of Seller and its predecessors, generated, transported, handled,
disposed of, or released or arranged for or permitted the disposal,
transportation, handling or release of any Environmentally Sensitive
Material, as hereinafter defined. The activities described in the previous
sentence have not resulted and will not result in any material expense to
Seller, or any owner of Sellers's shares of capital stock, arising from any
violation or alleged violation of any Federal, State or local statutes, laws, or
ordinances governing the generation, transportation, handling, disposal,
release or arranging for the disposal of any Environmentally Sensitive
Materials on behalf of Seller. Further, Seller has applied for, and has been
granted, all requisite permits, licenses, authorizations, and certifications
necessary for the generation, transportation, handling, disposal or release of
any Environmentally Sensitive Material necessary for the activities of Seller
and has listed in Disclosure Schedule Section 2(a)(xxii) and attached copies of
all such permits, licenses, authorizations, and certifications and any Notices
of Violation, Letters of Notification, or other enforcement document or
25

written threat of enforcement issued to Seller by any-agency, either state or
Federal charged by law or regulation with the enforcement of the Federal,
State, or local statutes, laws, or ordinances governing environmental or
health matters regarding any alleged violation of any Federal, State or local
statutes, laws, or ordinances governing the generation, transportation,
handling, disposal, release or arranging for the disposal of any
Environmentally Sensitive Materials. Except as described in Disclosure
Schedule Section 2(a)(xxii),none of the following exists at any property or
facility owned or operated by Seller: (1) underground storage tanks, (2)
asbestos-containing material in any form or condition, (3) materials or
equipment containing polychlorinated biphenyls, or (4) landfills, surface
impoundments, or disposal areas. For the purposes of this Section 2(a)(xxii)
"Environmentally Sensitive Material" shall have the same meaning and
shall include the same substances as are described in the definition of
Hazardous Substances as defined in the Comprehensive Environmental
Response Compensation and Liability Act, as amended (CERCLA), 42 U.S.C.
§ 9601 (14), and set out with particularity in 40 C.F.R. § 302.4, the definition
of Hazardous Waste as defined in RCRA 42 U.S.C. § 6901, et seq. and which
is further defined in 40 C.F.R. §§ 261.21 - 261.24 (as to hazardous by
characteristic), 40 C.F.R. §§ 261.31 - 261.33 (as to listed wastes), or the
definition of Hazardous Waste or Constituents in App. VIII to 40 C.F.R. Part
261 and shall also include any other substance, material or waste designated
26

as "hazardous" for purposes of regulating or imposing liability or standards of
conduct concerning the generation, transportation, disposal or arranging for
the disposal of such substance, material or waste under other Federal, State
or local statutes, laws, ordinances, codes or regulations currently in force.
(xxiii) Employment Practices. Except as and to the extent described in
Disclosure Schedule Section 2(a)(xxiii), (A) Seller is materially in compliance
with all Federal and State laws respecting employment and employment
practices, terms and conditions of employment and wages and hours, and is
not engaged in any unfair labor practice; (B) there is no unfair labor practice
complaint against Seller pending before the National Labor Relations Board;
(C) there is no labor strike, dispute, slowdown or stoppage actually pending
or, to the Knowledge of Seller, threatened against or involving Seller; (D) no
representation question exists respecting the employees of Seller; (E) no
grievance or arbitration proceeding arising out of any labor dispute is
pending and no claim therefor has been asserted against Seller; (F) Seller is
not a party to any collective bargaining agreement and no such agreement is
currently being negotiated by Seller; and (G) Seller has not experienced any
work stoppage or other labor disputes during the last three years.
(xxiv) Inventory. The inventory of Seller consists of raw materials
and supplies, manufactured and purchased parts, goods in process, and
finished goods, all of which is merchantable and fit for the purpose for which
it was procured or manufactured, and none of it is, under Seller's inventory
27

accounting principles, consistently applied, slow moving, obsolete, damaged,
or defective, subject only to the reserve for inventory writedown set forth on
the face of the balance sheet included in the May 31, 2012 Financial
Statements as adjusted for the passage of time through the Closing Date in
accordance with the past custom and practice of Seller.
(xxv) Capacity. DLH is a Danish corporation that is duly organized
and validly existing and in good standing in Denmark. It has the full power
and authority to execute, enter into, deliver and perform this Agreement and
the transactions contemplated hereby. The execution, delivery, and
performance by DLH of this Agreement has been duly and validly authorized
by all necessary action by the Board of Directors of DLH and no additional
authorizations or consents are or will be required in connection therewith.
(xxvi) Powers of Attorney. Except as disclosed in Disclosure Schedule
Section 2(a)(xxvi), Seller has not granted any powers of attorney to any entity
or person.
(xxvii) Cash; Bank Debts. As of Closing, Seller will have no debts to
any bank or financial institution, and all Cash of Seller, if any, will be
applied toward payment of such debts at or prior to Closing.
(xxviii) Product Warranty. Each tropical hardwood product
manufactured, sold, leased, or delivered by Seller in the Business has been in
conformity with all applicable contractual commitments and all express and
implied warranties, and Seller does not have any Liability (and there is no
28

basis for any present or future action, suit, proceeding, hearing,
investigation, charge, complaint, claim, or demand against any of them giving
rise to any Liability) for replacement or repair thereof or other damages in
connection therewith, subject only to the reserve for product warranty claims
set forth on the face of the balance sheet included in the May 31, 2012
Financial Statements (rather than in any notes thereto) as adjusted for the
passage of time through the Closing Date in accordance with the past custom
and practice of Seller. No tropical hardwood product manufactured, sold,
leased, or delivered by Seller in the Business is subject to any guaranty,
warranty, or other indemnity beyond the applicable standard terms and
conditions of sale or lease. Disclosure Schedule Section 2(a)(xxviii) includes
copies of the standard terms and conditions of sale or lease for Seller
(containing applicable guaranty, warranty, and indemnity provisions).
(xxix) Suppliers and Customers.
(A) Disclosure Schedule Section 2(a)(xxix)(A) sets forth (i) the top
twenty (20) suppliers of the Business, as measured by the dollar amount of
purchases therefrom, for calendar year 2011 (collectively, the "Material
Suppliers"); and (ii) the amount paid by Seller to each Material Supplier
during such period. Since January 1, 2012, except as set forth on Disclosure
Schedule Section 2(a)(xxix)(A), Seller has not received any written nor, to
Seller's Knowledge, oral notice that any Material Supplier has ceased, or
29

intends to cease after the Closing, to supply goods to the Business or to
otherwise terminate or materially reduce its relationship with the Business.
(B) Disclosure Schedule Section 2(a)(xxix)(B) sets forth (i) the top 20
customers of the Business, as measured by the dollar amount of purchases
thereby, for calendar year 2011 (collectively, the "Material Customers");
(ii) the amount paid to Seller by each Material Customer during such period;
and (iii) any inventory held by Seller pursuant to any contract with a
Material Customer or at the request of any Material Customer. Since
January 1, 2012, except as set forth on Disclosure Schedule Section
2(a)(xxix)(B), Seller has not received any written nor, to Seller's Knowledge,
oral notice that any Material Customer has ceased, or intends to cease after
the Closing, to purchase goods from the Business or to otherwise terminate or
materially reduce its relationship with the Business.
(xxx) Disclosure. No representation or warranty made by Seller in
this Agreement or in the Disclosure Schedule forming a part thereof, or in
any schedule, exhibit or certificate furnished or to be furnished by Seller
pursuant hereto and no other document furnished to Purchaser by Seller as
listed in the Disclosure Schedule, contains or will contain any untrue
statement of a material fact or omits or will omit any material fact necessary
in order to make the statements contained therein not misleading.
30

(b) Disclosure Schedule and Database. Seller has delivered to
Purchaser a schedule (referred to in this Agreement as the "Disclosure
Schedule") setting forth all information expressly required by this Agreement to be
included therein, and the information contained therein is true and correct in all
material respects. The Disclosure Schedule shall be deemed to be a part of this
Agreement and is attached hereto as Exhibit 2(b). In addition, Seller has made
available an electronic database (the "Database"), which Database has been copied
on to a CD Rom, a copy of which is hereto attached (the "Database CD"), which
shall be deemed to be a part of this Agreement. The CD Rom includes, but is not
limited to, the following items:
(i) Documentation for all litigation or governmental proceedings
pending or threatened in writing, and all incidents of which Seller has
Knowledge that are reasonably likely to result in such litigation or
governmental proceedings, which materially affect or may materially affect
the business, results of operations, assets or financial condition of Seller or
the consummation of the transactions contemplated hereby.
(ii) Copies of all material contracts, agreements, leases and other
documents of the type referred to in Section 2(a)(x) of this Agreement.
(iii) Copies of patents, patent applications, registered copyrights,
trademarks, trademark applications and trade names owned or used by
Seller in connection with the business of Seller.
31

(iv) Copies of all insurance policies or bonds in force with respect to
Seller.
(v) A schedule setting forth the names and current annual salary
and fee rates and bonus arrangements of all present officers, directors and
employees of Seller whose annual base salary at May 31, 2012 (including
salaries and fees) was $50,000 or more.
3. Purchaser's Warranties and Representations.
To induce Seller to enter into this Agreement, Purchaser warrants and
represents to Seller as follows:
(a) Organization. Purchaser is a limited liability company duly
organized, validly existing and in good standing under the laws of the State of
Delaware and is entitled to own its properties and to conduct its business in the
places where such properties are now owned and such business is now conducted.
(b) Capacity and Ability to Carry Out Agreement. Purchaser has
the full power and authority to execute, enter into, deliver and perform this
Agreement and the transactions contemplated hereby. The execution, delivery, and
performance by Purchaser of this Agreement has been duly and validly authorized
by all necessary action by the Board of Managers and sole member of Purchaser and
no additional limited liability company, government or other authorizations or
consents are or will be required in connection therewith. The consummation of the
transactions contemplated by this Agreement will not result in the breach of any
32

term or provision of the Certificate Formation or Operating Agreement of
Purchaser.
(c) Future Performance. Purchaser acknowledges that it has had
the opportunity to inspect the Seller's business and properties, and review the
Disclosure Schedule and the Database, and understands that irrespective of the
provision to Purchaser of financial forecasts, future budgets and other future or
forward looking documents, no warranties as to the future performance of the
business have been or are being made by Seller.
4. Acquired Assets to be Transferred.
At the Closing, Seller shall sell, transfer, assign and deliver to
Purchaser, and Purchaser shall purchase, for the consideration hereinafter
provided, all of the Acquired Assets, free and clear of all mortgages, liens, pledges,
security interests, claims and encumbrances of any nature.
5. Consideration for the Acquired Assets.
(a) The aggregate consideration (hereinafter referred to as the
"Purchase Price") to be paid by Purchaser to Seller for all the Acquired Assets to
be transferred hereunder is an amount equal to (i) Nine Million Eight Hundred
Thousand United States Dollars (US$9,800,000), less (ii) the amount by which the
Estimated Net Working Capital (as defined below) is less than Eight Million Five
Hundred Thousand United States Dollars ($8,500,000), or plus (iii) the amount by
which the Estimated Net Working Capital is greater than Eight Million Five
Hundred Thousand United States Dollars ($8,500,000). If the Closing Net Working
33

Capital (as defined in Section 5(c)) on the Closing Date is less than the Estimated
Net Working Capital, Seller shall pay Purchaser the amount of such shortfall. If the
Closing Net Working Capital on the Closing Date is greater than the Estimated Net
Working Capital, Purchaser shall pay Seller the amount of such excess (such
shortfall or excess, as the case may be, the "Purchase Price Adjustment").
Purchaser and Seller agree that the Purchase Price and the Assumed Liabilities
shall be allocated to the Acquired Assets for all purposes (including Tax and
financial accounting) in a manner consistent with Code Section 1060 and the
regulations thereunder, and they shall file all Tax returns (included amended
returns and claims for refund) and information reports in a manner consistent with
such allocation. Purchaser and Seller will negotiate in good faith to establish an
allocation of the Purchase Price and the Assumed Liabilities consistent with the
preceding sentence and, if they are unable to mutually agree upon such an
allocation within fifteen (15) days after the final determination of the Closing Net
Working Capital pursuant to Section 5(c), below, the dispute with respect to such
allocation shall be referred to arbitration as described in Section 10 hereof.
(b) The "Net Working Capital" means the net working capital of
Seller calculated as (i) all accounts receivable (net of provisions) plus inventory (net
of provisions) plus all advance payments made (e.g. prepaid expenses for goods,
credit insurance for collection of trade receivables and services), plus all deposits
made (e.g. on leasing agreements) minus (ii) all Assumed Liabilities; all in
accordance with Exhibit 5(b)part 1 and 2. For the avoidance of doubt, Cash is not
34

taken into consideration for the calculation of the Net Working Capital, as the
Acquired Assets do not include Cash. The parties have estimated the Net Working
Capital as of the Closing Date is Eight Million One Hundred Fifty Thousand United
States ($8,150,000) (the "Estimated Net Working Capital").
(c) Purchaser and Seller agree that as soon as practical, but not
later than forty (40) days after the Closing Date, Purchaser shall prepare and
present to Seller a calculation of the Net Working Capital as of the close of business
on the Closing Date (the "Proposed Closing Net Working Capital"). Within the
seven (7) days either before or after the Closing Date, Purchaser's representatives
and Seller's representatives shall conduct a physical inventory count of all of
Seller's inventory, and the calculation of Proposed Closing Net Working Capital
shall reflect such physical inventory count. The Proposed Closing Net Working
Capital shall be prepared in accordance with the example of net working capital
calculation set forth in Exhibit 5(b) partl and the accounting instructions attached
hereto as Exhibit 5(b)part 2. Seller shall have a period of fifteen (15) days to
review the Proposed Closing Net Working Capital. If Seller does not give notice of
dispute to Purchaser within fifteen (15) days of receiving the Proposed Closing Net
Working Capital, the Proposed Closing Net Working Capital shall become the
"Closing Net Working Capital " for determination of the Purchase Price
Adjustment. If Seller gives notice of dispute regarding the Proposed Closing Net
Working Capital, Seller and Purchaser shall negotiate in good faith to resolve the
35

dispute. If they are unable to resolve the dispute, the dispute shall be referred to
arbitration as described in Section 10 hereof.
6. Payment of the Purchase Price.
The full Purchase Price shall be paid at the Closing by Purchaser to
Seller by wire transfer in immediately available funds (in U.S. dollars) to the
following account of Nordea Bank Danmark A/S with JPMorgan Chase Bank:
Transaction type:MT103 or MT 202
JPMorgan Chase Bank
New York, USA
SWIFT Address: CHASUS33
ABA: 021000021
Beneficiary: Nordea Bank Danmark A/S, SWIFT NDEADKKK
Attn.: SLO/Tine S
Acc.no.: 001 1 200276
7. The Closing.
The date of the closing (the "Closing Date") shall be the date hereof.
The closing hereunder (the "Closing") shall take place on the Closing Date at the
offices of Holland & Knight LLP, 31 West 52nd Street, New York, NY 10019.
At the Closing:
(a) Seller shall deliver to Purchaser:
(i) Assignments. Assignments (including real property and
Intellectual Property transfer documents) and such other instruments of sale,
transfer, conveyance, and assignment as the Buyer and its counsel
reasonably may request.
36

(ii) Certificate as to Financial Condition. A certificate of Seller,
dated the date of the Closing, to the effect that since May 31, 2012 there has
been no adverse change in the business or in the financial condition of Seller,
other than changes in the ordinary course of business which in the aggregate
have not been materially adverse.
(iii) Release of Security Interest. Original Termination and Release
executed by Nordea Bank Danmark A/S, as Security Agent under the
Security Agreement dated March 21, 2011 between Nordea Bank Danmark
A/S and Seller, as supplemented by an Acknowledgement of Security dated as
of March 8, 2012 between Nordea Bank Danmark A/S and Seller, terminating
the security interest granted by Seller in favor of Nordea Bank Danmark A/S,
which shall be released upon receipt of payment of the Purchase Price.
(iv) Transition Services Agreement. The Transition Services
Agreement in the form attached hereto as Exhibit 7(a)(iv), executed by Seller.
(b) Purchaser shall deliver to Seller:
(i) Purchase Price. The Purchase Price.
(ii) Assumption Instruments. An assumption in the form attached
hereto as Exhibit 7(b)(ii) and such other instruments of assumption with
respect to the Assumed Liabilities as Seller and its counsel reasonably may
request.
37

(iii) Certificates of Exemption. Executed North Carolina Forms E-595E
with regard to sale of inventory and sale of packaging and shipping
materials.
(iv) Transition Services Agreement. The Transition Services
Agreement in the form attached hereto as Exhibit 7(a)(iv), executed by
Purchaser.
8. Indemnification.
Seller and DLH hereby jointly and severally assume and agree to pay
and to defend, indemnify and hold harmless Purchaser from and against (a) any
damages arising from any breach by Seller of any representation, warranty or other
provision of this Agreement (b) any liabilities, claims, demands, suits, orders, losses,
costs, damages and expenses (including reasonable attorneys' fees) which Purchaser
or any assignee of Purchaser may hereafter sustain or incur out of or in connection
with any claims based on fraud by DLH, Seller, or any of their respective directors,
officers, employees or agents, which occurred on or prior to the Closing Date, and (c)
any Liabilities of Seller not included in the Assumed Liabilities, including, without
limitation, any Taxes (including penalties and interest) which may be assessed
against Seller for periods prior to the Closing.
Except in the event of fraud, no claims for indemnification under this
Section 8 made by Purchaser shall exceed in the aggregate fifteen percent (15%) of
the Purchase Price. Further, no claims shall be made for indemnification under this
Section 8 unless the aggregate of such claims, in the aggregate, exceed One
38

Hundred Thousand United States Dollars (US$100,000). In such event Seller and
DLH shall jointly and severally indemnify Purchaser for the full amount of such
claims up to (but not in excess of) fifteen percent (15%) of the Purchase Price. The
limitations on indemnification under this paragraph shall not apply to any
indemnification for (a) breach of Sections 2(a)(i), (ii), (vii)(first sentence), (xvi), (xxv)
and (xxvii) and (b) any Liabilities of Seller not included in the Assumed Liabilities.
If Purchaser obtains knowledge of facts which may give rise to a claim
for indemnification or any action, suit or proceeding in respect of the foregoing shall
be commenced against, or any claim, demand or assessment be asserted against
Purchaser or Seller in respect to which Purchaser proposes to give notice of claim
for indemnification, Purchaser shall promptly notify Seller to that effect and Seller
shall have the right at its own expense to assume the entire control of the cure
and/or defense, compromise or settlement thereof, including employment of counsel
and in connection therewith, Purchaser shall cooperate fully to make available to
Seller all pertinent information under its control.
9. Non-Competition.
(a) In consideration of the Purchase Price DLH agrees, for itself and
for any entity controlled by, controlling, or under common control with DLH (the
"Affiliates"), where "control" or variations thereof means the unilateral ability to
elect management, that: (i) for a period of five (5) years after the Closing Date,
neither DLH nor any Affiliate of it shall sell any tropical hardwood lumber, tropical
hardwood flooring, or tropical hardwood decking (excluding, for the avoidance of
39

doubt, non-tropical hardwood, plywood and products made from non-tropical
hardwood or plywood, and tropical hardwood sold from DLH's global sales business
unit as back to back sales into North America) to any Person located in the United
States of America, the United Mexican States or Canada ("North America"). The
parties agree that the sale by DLH and DLH's Affiliates of non-tropical hardwood,
plywood and products made therefrom to any customer in any location and the sale
by DLH and DLH's Affiliates of tropical hardwood flooring, tropical hardwood
decking and tropical hardwood lumber, to any customers in any location other than
North America is not in violation of the above restriction on the activities of Seller
and its Affiliates. DLH further agrees (i) for a period of five (5) years after the
Closing Date, DLH and DLH's Affiliates will not sell tropical hardwoods to any of
the customers of Seller listed in the customer list located in Section 4 of the
Database, updated for the period from January 1, 2011 to the Closing Date, (ii) for a
period of five (5) years after the Closing Date, DLH and DLH's Affiliates will not
create or hold any inventory of tropical hardwood (except for goods returned from
customers) in North America for sales in North America, and (iii) for a period of two
(2) years after the Closing Date, DLH and DLH's Affiliates will not make sales of
tropical hardwood to any customers in North America other than (A) the existing
customers listed on Exhibit 9(a) and (B) customers approved in advance by
Purchaser.
(b) For a period of three (3) years after the Closing Date, DLH and
DLH's Affiliates shall not directly or indirectly reveal the name of, solicit or
40

interfere with, or endeavor to entice away from Purchaser, any of its suppliers,
customers, or employees. For a period of one (1) year after the Closing Date,
Purchaser and its Affiliates shall not directly or indirectly reveal the name of, solicit
or interfere with, or endeavor to entice away from DLH or DLH's Affiliate, DLH
North America Ltd., or Seller, any of their respective suppliers, customers, or
employees.
(c) If any restriction contained in this Section 9 shall be deemed to
be invalid, illegal, or unenforceable by reason of the extent, duration, or
geographical scope thereof, or otherwise, then the court making such determination
shall have the right to reduce such extent, duration, geographical scope, or other
provisions hereof, and in its reduced form such restriction shall then be enforceable
in the manner contemplated hereby.
(d) DLH and Purchaser agree (i) that the restrictions set forth in
this Section 9 are given for valuable consideration and are reasonable in duration
and geographic extent and are necessary to protect the legitimate interests of each
party, and (ii) that the remedy at law for any breach of this Section 9 will be
inadequate and that Purchaser and DLH will be entitled to injunctive relief in the
event of any such breach. Nothing herein stated shall be construed as prohibiting
Purchaser or DLH from pursuing any other remedies available for any breach of
this Agreement.
(e) (i) Seller agrees that within one hundred (100) days after the
Closing Date, Seller will change its corporate name to a name not the same or
41

confusingly similar to Inter-Continental Hardwoods. After the Closing Date, Seller
agrees not to use any corporate name, trade name or trademark the same or
confusingly similar to ICH or Inter-Continental Hardwoods, except as may be
necessary to perform Seller's obligations under the Transition Services Agreement
attached hereto as Exhibit 7(a)(iv).
(ii) Purchaser agrees that after the Closing Date, Purchaser
will not use any corporate name, trade name or trademark the same or confusingly
similar to Dalhoff Larsen & Horneman or DLH.
10. Survival of Warranties.
(a) The representations, warranties and indemnities of the parties
contained in this Agreement shall survive the Closing regardless of any
investigation made by or on behalf of the other party.
(b) In the event the parties wish to make a claim for damages
arising from misrepresentation or breach of warranty hereunder or against Seller
and DLH under the indemnity provisions of Section 8 hereof, then notice of said
claim must be asserted by the party so making a claim in writing and delivered to
the other party prior to the date twelve (12) months following the Closing Date;
provided, however, that (i) as to Taxes Seller shall be liable for misrepresentation or
breach of any warranty or for indemnity of any Taxes (including penalties and
interest) to the extent that notice of a claim thereof is asserted not later than ninety
(90) days after the expiration of the statute of limitations (including any extensions
42

thereof) applicable to the tax involved and (ii) as to breach of Sections 2(a)(i), (ii),
(vii)(first sentence), (xvi), (xxv) and (xxvii) notice of claim shall be made in writing
and delivered to Seller prior to the date twenty-four (24) months following the
Closing Date. Any notice of a claim shall state specifically the representation or
warranty or Liability with respect to which the claim is made, the facts giving rise
to the alleged basis for the claim, and the amount of Liability asserted by reason of
the claim.
(c) In the event of any claim of whatsoever nature arising out of or
in connection with this Agreement, whether before or after the Closing Date, the
party making the claim shall promptly mail to the other party an affidavit (the
"Affidavit") setting forth the facts relating thereto. If, within forty-five (45) days of
the delivery of the Affidavit, the other party delivers a counter affidavit to the
claimant disputing the claim or the amount thereof, the dispute shall be resolved as
provided in subparagraph (d) below. If no such counter affidavit is received within
the forty-five (45)period, the amount of the claim shall be deemed established for
the purpose of this Agreement.
(d) If the claimant and the party which delivered the counter
affidavit can resolve among themselves any differences as to the amount of loss,
damage or expense from a breach of warranty or misrepresentation or failure to
perform a covenant, that amount shall be deemed established for the purposes of
this Agreement; provided, however, that in making such determination the
arbitrators shall select either the amount proposed by Seller or the amount
43

proposed by Purchaser, and no other amount. If they fail to resolve among
themselves any differences within fifteen days after the date of the counter
affidavit, the dispute shall be submitted to arbitration at New York, New York
under the statutes and rules governing arbitration there. Within seven days after
such fifteen days, Purchaser and Seller shall each select an arbitrator. The two
arbitrators so designated shall promptly select a third arbitrator, and if the two
arbitrators so chosen shall fail to select a third arbitrator within seven days of the
date on which the second of said two arbitrators is chosen, or if only one (1)
arbitrator shall be chosen because either Purchaser or Seller has failed to designate
an arbitrator, the dispute shall be decided by an arbitration under the auspices of
the American Arbitration Association. The determination of the dispute by a
majority of the arbitrators shall be binding upon all parties and shall establish the
amount of loss, damage or expense for the purpose of this Agreement. The
arbitrators, or a majority of them, shall promptly deliver to the parties a certificate
setting forth their determination. The arbitration provided for herein shall be
conducted in accordance with the rules of the American Arbitration Association,
New York, New York, provided, however, that as part of the arbitrators'
determination, the arbitrators shall determine both parties' costs and expenses in
connection with the arbitration including but not limited to travel costs and
reasonable attorneys' and arbitrators' fees and expenses (hereinafter collectively
referred to as the "Costs and Expenses"). The party whose proposed amount is not
chosen by the arbitrators shall pay all of the Costs and Expenses. The Courts of the
44

State of New York shall have jurisdiction with respect to the enforcement of any
arbitral award and all other matters relating to any arbitration hereunder and
judgment of such court shall be entered upon any such award. Seller and Purchaser
hereby submit themselves to the jurisdiction of the courts within the State of New
York for all purposes related to arbitrations arising under this section and agree to
service of process by registered mail to their respective then current addresses as
provided in the notices provision.
11. Los Angeles Lease.
Notwithstanding anything to the contrary in this Agreement, the
Purchaser and Seller acknowledge and agree the that consent of the landlord to an
assignment of the Seller's lease of the real property located at 15619 South
Blackburn Avenue, Norwalk, California (the " Los Angeles lease") has not been
obtained prior to the Closing. Purchaser and Seller agree that after the Closing
Purchaser shall either (a) instruct Seller to cancel and break such lease, (b) provide
a sub-lease on terms reasonably acceptable to Seller, or (c) such other arrangements
as Seller and Purchaser may agree to. Purchaser and Parent agree to jointly and
severally fully indemnify, hold harmless and defend Seller against any claims from
the landlord or any other party with respect to the above arrangements or the Los
Angeles lease pertaining to the period after the Closing, including, but not limited
to, payment of breakage fee, payment of rent and other payments to the landlord,
loss of deposit, and payment of utilities.
12. Payment of Expenses.
45

(a) Purchaser warrants to Seller that it has not employed any
broker or finder who would be entitled to a brokerage commission or finder's fee in
connection with this transaction. Seller warrants to Purchaser that Seller has not
employed any broker or finder who would be entitled to a brokerage commission or
finder's fee from Seller in connection with this transaction.
(b) Purchaser will pay all transfer and documentary taxes, if any,
payable in connection with the transfer of the Acquired Assets pursuant to this
Agreement.
(c) Each party will pay such party's own expenses, including legal,
investment banking and accounting fees, in connection with the negotiation,
execution and performance of this Agreement.
13. Notices.
All notices, requests, demands and other communications hereunder
shall be in writing and shall be deemed to have been duly delivered if delivered in
person or if mailed by registered first-class mail, postage prepaid, or by telefax,
telex or telegraph:
(a) If to Seller, to:
Kent Arentoft
Dalhoff Larsen & Horneman A/S
Skagensgade 66
DK-2630 Taastrup
Denmark
Fax: [phone]
With a copy to:
Oliver Edwards, Esq.
46

Holland & Knight LLP
31 West 52nd Street
New York, New York 10019
Fax No.: 212-385-9010
(b) If to Purchaser, to:
Inter-Continental Hardwoods, LLC
do American Industrial Partners
535 Fifth Avenue, 32nd Floor
New York, New York 10017
Fax No.: 212-627-2372
With a copy to:
Patton Boggs LLP
2550 M Street NW
Washington, DC 20037
Attention: Terrance L. Bessey, Esq.
Fax No.: 202-457-6482
Any party may change such address by giving the other parties notice of such
change in the aforesaid manner.
14. Benefit.
The terms and conditions of this Agreement shall inure to the benefit
of and be binding upon the respective successors and assigns of the parties hereto,
but otherwise shall not be construed as creating rights enforceable by any person
not a party to this Agreement. Purchaser may assign its rights under this
Agreement to any affiliate or any wholly or partly-owned subsidiary, and may make
a collateral assignment of its rights under this Agreement to any entity providing
financing to Purchaser for the transactions contemplated by this Agreement, but
47

any such assignment shall not relieve Purchaser or Seller of their respective
obligations under this Agreement.
15. Amendment.
This Agreement, the Disclosure Schedule and the Database contain the
entire agreement among the parties with respect to the transactions contemplated
hereunder and cannot be changed or terminated orally, and supersede all prior
arrangements or understandings with respect thereto, written or oral.
16. Applicable Law.
This Agreement shall be governed by, construed and enforced in
accordance with the laws of the State of New York, United States of America
without regard to principles of conflicts of laws.
17. Separability.
If any provision of this Agreement is invalid, illegal or unenforceable,
the balance of this Agreement shall remain in effect, and if any provision is
inapplicable to any party or circumstance, it shall nevertheless remain applicable to
all other persons and circumstances.
18. Confidentiality.
Notwithstanding the termination of this Agreement, each party hereto
and their respective accountants, attorneys, employees, brokers and other agents
will keep confidential all information, both oral and written, obtained from any
other party hereto or its affiliates, and refrain from using in any manner all
confidential information obtained which is not otherwise publicly available.
48

The parties agree that a joint press release will be issued on or after
the Closing Date. Otherwise, no public announcement of this Agreement or the
transactions contemplated hereby or the Purchase Price paid hereunder will be
made without the prior consent of the parties hereto as to both timing and content,
except that (a) Purchaser and Seller, without the parties' consents, may make such
announcements and disclosures as it believes advisable pursuant to securities and
other laws after the Closing of the transactions contemplated hereby; and (b) Seller,
without the parties' consents, may communicate (but not as to the Purchase Price
paid hereunder) with its employees, shareholders, vendors and suppliers and third
parties to other agreements of Seller.
19. Counterparts.
This Agreement may be executed in a number of counterparts and
shall become effective when executed by all of the parties hereto, notwithstanding
the fact that all of them may not have executed the same counterpart.
20. Further Action.
Each of the parties hereto shall use its respective commercially
reasonable efforts to take or cause to be taken all appropriate action, do or cause to
be done all things necessary, proper or advisable and execute and deliver such
documents and other papers, as may be required to carry out the provisions of this
Agreement and consummate and make effective the transactions contemplated by
this Agreement.
[The rest of this page is left intentionally blank]
49

IN WITNESS WHEREOF,the parties have executed this Agreement as of the day and
year first above written.
DLH:
DALHOFF LARSEN&HORNEMAN A/S
By Vwk ts 41
Name: Kent A ntoft
Title: CEO& resident&Attorney-in-Fact
and
By
Name: Peter Thostrup
Title: Executive Vice esident,Finance&IT
&Attorney-in-Fact
SELLER:
INTER-CONTINENTAL HARDWOODS,INC.
By: V4A. I t4
Name:Kent rentoft
Title: CEO

PURCHASER,
INTER-CONTINNTAL HARDWOODS, LLC
AMC P7Z
By
Nanie: Baraatter
Title: Corporate Secretary
PARENT:
NORTHWEST 1-1APJAV000S,
By Name: smatter
Title. Seertiery
51

Exhibit 2(a)(iv)(A) 2010 and 2011 Financial Statements
52

(Page 1 of 5)
�".0 a' �''vz' z 5 iriP� a yw,,,: i .c r' -1,... 1' '. .
• 3 � d��"�'1t 4' y 11. �j( � 1��� vC �A{� ,�.f��§`i IER T
f' '� 1':` �',, r �^i PA.- * 1�fi y;fN 7''� '3�*�i�{''.'n, d�sy ��`e"°t�' ac :; '
1, 1, ..4 r l r, 1 1 ;y y\M v'. ~.il
y..a r ' •.1� 7 l..r., 4rf.. .. t. raf
}
1/5 DLH Group - standard accounts 2010

(Page 3 of 5)
Inter-Continental Hardwoods Inc./Currie. - Profit and loss
statement
Revenue:
External sales, ex stock 13,910
Internal sales, ex stock 520
External direct sales 0
Cash Discounts granted, external -65
REVENUE 14,365
Cost of Goods Sold:
COGS 9,719
Provisions on stocks (incl. reversal of provisions on sold goods) 180
Net cost of Goods Sold 9,899
GROSS PROFIT 4,466
Gross Profit Margin % 31.1
Variable wages and salaries 686
Staff costs 954
Direct sales &distribution costs (variable) 1,025
Selling and distribution costs (fixed) 136 •
Administrative expenses 446
Property expenses 58
Total costs 3,305
Edb costs (Group) 0
3,305
Loss on trade debtors 70
Loss on prepayments 0
Claims, abatements and demurrage - External 1
Other operating items 1
EBITDA 1,089
Depreciations and impairment losses on tangible assets 327
Depreciations and impairment losses on intangible assets 0
EBIT 762
Net financial items 325
PROFIT BEFORE TAX (EBT) 43
Tax .2� . '��
PROFIT FOR THE PERIOD `f<•. ,45
3t5 DLH Group - standard accounts 2010 3

?age 4 of 5)
Inter-Continental Hardwoods Inc./Currie -
Balance Sheet - Assets
Non current intangible and tangible assets
Land and buildings 2,964
Cars, trucks and lorries 240
Technical equipment and machinery, ex. EDP 954
Office equipment and furniture 72
Construction in progress 61
Non current intangible and tangible assets 4,291
Non current financial assets
Investments in subsidiaries 0
Deferred tax Asset 48
Financial fixed assets 48
Total non current assets 4,339
Current assets:
Stocks 5,728
Goods in transit 0
Prepayment for goods 0
Trade debtors 762
Non interest bearing receivables within Group 0
Interest bearing receivables within Group 0
Tax receivables 268
Prepaid expenses and accrued income 8
• Securities 0
Other receivables 1
Liquid funds
Cash 2
Bank 23
Total current assets 6,792
'Total assets 11,1311 I
\ t A •-o
a id.��,�,•"
,1_ DLH Group - standard accounts 2010 4
=r5

Inter-Continental Hardwoods Inc./Currie. -
Balance Sheet - Equity and Liabilities
i• E '�••. I tAt • 5 4
4 f
Liabilities and Equity:
Eguity:
Equity per 1.1. 3,708
Retained earnings 258
Reclassification -20
Result Subsidaries 0
Equity 3,946
Liabilities
Bank debts (incl. repayment next year) 0
Long term internal bank loans 2,500
Provisions 64
Non current liabilities 2,564
Current liabilities
Bank loans 1,001
Trade creditors 236 •
Intercompany payables, suppliers 42
Corporation tax 0
Other intercompany payables (interest bearing) 3,300
Other payables 42
Deferred income 0
Current liabilities 4,621
Total Liabilities 7,185
Total liabilities and equity 11,131
5
;5 DLH Group - standard accounts 2010 5

(Page 1 of 17)
•
1�. +. �. �.• _ . ,.. �" ...•� . .
•
DLH Group - standard accounts 2011

(Page 3 of 17)
Intercontinental Hardwoods Inc. - Profit and loss statement
Revenue:
External sales, ex stock 26,820
Internal sales, ex stock 119
External direct sales 11,878
Cash Discounts granted, external -117
REVENUE 38,700
Cost of Goods Sold:
COGS re. stock sales 21,891
COGS re. direct sales 8,268
Provisions on stocks (incl. reversal of provisions on sold goods) -357
Net cost of Goods Sold 29,802
GROSS PROFIT 8,898
Gross Profit Margin % 23.0
Variable wages and salaries 775
Staff costs 2,121
Direct sales &distribution costs (variable) 2,139
Selling and distribution costs (fixed) 374
Administrative expenses 488
Property expenses 360
Total costs d,257
Edb costs (Group) 0
6,257
Loss on trade debtors 74
Loss on prepayments 2
Claims, abatements and demurrage - External 0
Other operating items 36
EBITDA 2,529
Depreciations and impairment losses on tangible assets 399
Depreciations and impairment losses on intangible assets 18
EBIT 2,112
Net financial items 827
PROFIT BEFORE TAX (EBT) 1,285
Tax 470�,
PROFIT FOR THE PERIOD +.52W
_,,1:1 7
DLH Group - standard accounts 2011 3

(Page 4 of 17)
Intercontinental Hardwoods Inc. - Balance Sheet -
Assets
Non current intangible and tangible assets
Goodwill 229
Software
Land and buildings 2,667
Cars, trucks and lorries 196
Technical equipment and machinery, ex. EDP 893
Office equipment and furniture 55
Construction in progress 680
Non current intangible and tangible assets 4,720
Non current financial assets
Investments in subsidiaries -1,292
Deferred tax Asset 1,165
Financial fixed assets -127
Total non current assets 4,593
Current assets:
Stocks 14,425
Goods in transit 0
Prepayment for goods 74
Trade debtors 2,847
Non interest bearing receivables within Group
Interest bearing receivables within Group 1,282
Tax receivables 77
Prepaid expenses and accrued Income 215
Securities
Other receivables 64
Liquid funds
Cash 2
Bank 20
!Total current assets 19,006
‘.f(Total assets 23,599
:;;17 DLH Group - standard accounts 2011 4

(Page 5 of 17)
Intercontinental Hardwoods Inc. - Balance Sheet -
Equity and Liabilities
_ r'3 � t i
Liabilities and Equity:
Eguity:
Equity per 1.1. 5,201
Retained earnings 815
Reclassification 0
Result Subsidaries 0
Equity 6,016
Liabilities
Bank debts (incl. repayment next year) 2,125
Long term internal bank.loans 5,000
Provisions 41
Non current liabilities 7,166
Current liabilities
Bank loans
Trade creditors 150
Intercompany payables, suppliers
Corporation tax
Other intercompany payables (interest bearing) 10,240
Other payables 27
Deferred income 0
Current liabilities 10,417
Total Liabilities 17,583
Total liabilities and equity 23,599
DLH Group - standard accounts 2011 5

Exhibit 2(a)(iv)(B) May 31, 2012 Financial Statements
53

(Page 1 of 3)
MIPAP
Independent auditors' report
To the shareholder of Inter-Continental Hardwoods Inc.
According to.agreement, we have reviewed the financial statements of Inter-Continental
Hardwoods Inc. ("the Company") for the period 1 January - 31 May 2012 comprising
income statement and balance sheet.The income statement and the balance sheet show a loss
for the period of USD 246 thousand,equity of USD 5,524 thousand and total assets of USD
15,313 thousand.
The financial statements have been prepared in accordance with the recognition and
measurement principles of the International Financial Reporting Standards as adopted by the
EU and as applied by the DLi-1-Group, cf. the accounting policy described in the DLH-
Group's 201I annual report and the DLH-Group's Accounting Policies and Procedures •
Manual. •
Management is responsible for the financial statements. Our responsibility is to express a
conclusion on the financial statements based on our review.
This auditors'report is issued solely for the purpose of your preparation for a potential sale
of part or the entire Company and for inclusion in the dataroom established in respect
thereof.Except for those being granted access to the dataroom,we accept no liability to any
other party,who is shown or gains access to this auditors'report. ••
Scope of review
We have conducted our review in accordance with the International Standard on Review
Engagements.This standard requires that we plan and perform the review to obtain limited
assurance as to whether the financial statements are free from material misstatement. A
review is limited primarily to inquiries of the Company's Management and employees and to
analytical procedures applied to financial data and,accordingly,provides less assurance than
an audit. We have not performed an audit, and accordingly, we do not express an audit
opinion on the financial statements.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the •
financial statements do not give a true and fair view of the Company's financial position at
31 May 2012 and the results of the Company's operation for the period 1 January-31 May
2012 in accordance with the recognition and measurement principles of the International
Financial Reporting Standards as adopted by the EU and as applied by the DLH-Group, cf.
the accounting policy described in the DLH-Group's 2011 annual report and the DLH-
Group's Accounting Policies and Procedures Manual.
'openhagen,26 June 2012
I MG
rtsau r 5 c t •vtsionspartnerselskab
Lau Bent Baun
State Authorised Public Accountant
370162 120I i/1591652 I l
1/3

(Page 2 of 3)
ICH o Pr fit and Loss - May 2012
•
Revenue:
External sales, ex stock 8•515;
Internal sales, ex stock 7
External direct sales 1.459
Internal direct sales 124
Cash Discounts granted, external -32
REVENUE 113.1114/
Cost of Goods Sold:
Cost re. Sales ex stocks incl. freight and duty I 7_99
4
Provisions on stocks (incl. reversal of provisions on sold goods -913
Net cost of Goods Sold 7.9O -,
GROSS PROFIT 2.221i Z
i 4 XII
Gross Profit Margin 0/0o ' .
0 P-
I Variable wages and salaries 245 n•,
Staff costs 925
Direct sales &distribution costs (variable) t188 a=.
Selling and distribution costs (fixed) 112 y
Administrative expenses 398. �;
Property expenses 115;'
12
Total costs `"- 2.224
Allocated Costs • -125
Y y
Loss on trade debtors :' 59
Other operating items In
EBITDA ! 47
Depreciations and impairment losses on tangible assets 1B9
Depreciations and impairment losses on intangible assets
EBIT -142
EBIT ratio (%) -2,.4
Net financial items 263
PROFIT BEFORE TAX(EBT -405 r
Tax
PROFIT FOR THE PERIOD . y
ICH - Monthly Report May 2012
9!3

(Page 3 of 3)
Balance Sheet - May 311 20.12
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yhtir .—.1.ruered
1; gacativii I.; 229.
w-, Larmijateduildirtgs. 3.599
P
if Cars*.tradii.ii and tam!es• 271.i.
4! Tiatinical, iie.•-,zrt.an-d•manktiney.,.ex... EDP : 845,
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plimiLi.itii 31:i:stimil.m --• "----EMS',.
i'7.7.5.Z(i.orisam mum:ma essiegs . , 5.281::
1.15tns : E 6.970 0
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-P.Tinuathry Report [way 2012
3/3

Exhibit 2(b) Disclosure Schedule
PART 2(a)
2(a)(i) - States in which Seller is Qualified
California
2(a)(iii) - Subsidiaries
None.
2(a)(vi) - Owned and Leased Real Estate
Owned Real Property:
The property located at 6841 Malpass Corner Road, Currie, North
Carolina 28435 (Pender County, North Carolina). For exact details;
please see the documentation provided in the Database in Section 9.
Exceptions to title, other than Permitted Liens:
None, except as noted in the title policy provided in the Database
Section 9.
Leased Property:
Seller has leased real property located at 15619 South Blackburn
Avenue, Norwalk, California. For details and landlord's rights, please
see the Database Section 9. Landlord's consent to assignment of this
lease will be required.
2(a) (vii) - Personal Property
Seller has good and marketable title to the machinery, equipment,
merchandise, materials, supplies and other property of every kind,
tangible or intangible, shown as assets in its records and books of
account, free and clear of all liens, encumbrances and charges, except
as shown or reflected or pursuant to arrangements referred to in its
financial statements (or the notes thereto) as of May 31, 2012, except:
Seller is a party to a Security Agreement with Nordea Bank Danmark
A/S dated March 21, 2011, as supplemented by an Acknowledgement
54

dated as of March 8, 2012, between the same parties, pursuant to
which all assets of Seller are pledged to secure the loan granted under
the above referenced Restated Credit Agreement. In connection with
the Closing the Security Agreement will be terminated and Seller's
obligations as guarantor and the pledge granted will be released.
The warehouse and loading providers used by Seller may have rights
to warehouse and similar liens under their standard terms or by law.
Each such tangible asset is free from patent defects, has been
maintained in accordance with normal industry practice, is in
workable operating condition and repair (subject to normal wear and
tear), and is suitable for the purposes for which it presently is used and
presently is proposed to be used, except:
None
2(a)(viii) Intellectual Property Rights
Patents and Patent Applications:
None
Trademarks:
U.S. Registration No.: 3040861 for the mark FOUR DIAMOND
FLOORS.
Trade Names
None
Copyrights:
No registered copyrights.
Intellectual Property Rights with respect to which Seller requires a
grant:
None. However, please note that Seller is currently featured on the
DLH's websites, e.g. www.dlh.com and www.dlh-usa.com . Such
websites will not feature Seller in the future.
2(a)(ix) Insurance Policies
(A) the name, address, and telephone number of the agent:
Vincent Lewis
Willis of Illinois, Inc.
233 S. Wacker Drive, Suite 2000, Chicago, IL 60606
312 288 7877
55

(B) the name of the insurer, the name of the policyholder, and the
name and each covered insured:
Please see the summary provided in the Database Section 10.
(C) the policy number and the period of coverage:
Please see the summary provided in the Database Section 10.
(D) the scope (including an indication of whether the coverage was on a
claims made, occurrence, or other basis) and amount (including a
description of how deductibles and ceilings are calculated and operate)
of coverage:
Please see the summary provided in the Database Section 10.
(E) description of any retroactive premium adjustments or other loss-
sharing arrangements.
None
Self-insurance arrangements affecting Seller:
None, other than deductibles under the policies.
2(a)(x) Outstandine Contracts and Commitments
(A) contract for the purchase or sale of any materials, products or
supplies which contains any escalator, renegotiation or
redetermination clause or which commits it for a fixed term not subject
to termination on notice of 180 days or less:
Sales order to Batesville Casket of$777,930.00 includes deliveries to take place up
until June 30, 2013. (See Database Section 5.)
Please see the firm purchase orders located in the Database Section 5.06.
The insurance policies of Seller (see 2(a)(ix) for details) would not expire until
January 1, 2013 (except for the marine insurance). However, none of them will
cover Purchaser or the business and assets acquired by Purchaser from Seller after
the Closing. Purchaser must obtain independent insurance coverage, if such
coverage is desired after the Closing.
Please see the agreement with Stewart Sexton referenced under item
2(a)(xxiii) (E).
Please see letter in Database Section 5 from National Hardwood
Magazine dated March 12, 2012 confirming long term advertising
commitments.
Please see Remote Care Agreement with Hooks System in Database
Section 5 for computer/network services.
56

As of February 15, 2011, Seller entered into a 48 month lease for real
property located at 15619 South Blackburn Avenue, Norwalk,
California. For details, please see the Database Section 9.
Internet service agreement with Earthlink at $1,500 per month. Three
year contract. (See Database Section 5.)
(B) contract of employment with any officer, director, shareholder or
employee not terminable at will without liability or requirement of
severance or other payments:
Please see Management Team Contingent Severance and
Confidentiality Agreement in Database for each of Fred Coffin,
Timothy McGill and Michael Morton in Database Section 6.
Please see Management Team Contingent Bonus, Severance and
Confidentiality Agreement for each of James Mills, Lenny Shibley,
Tom Escherich, Tony Triolo, Wendy Wilson in Database Section 6.
Please see Letter agreement with Wendy Wilson dated February 7,
2012 in Database Section 6.
Please see letter agreement with Ronda Stone dated February 7, 2012
in Database Section 6.
Please see letter agreement with Lenny Shibley dated March 5, 2012
in Database Section 6.
Please see agreement with Stewart Sexton referenced under item
2(a)(xiii)(E),
(C) management or consultation agreement not terminable at will
without liability;
None.
(D) lease, license, royalty, collective bargaining or other union
agreement or loan agreement:
FSI License. Please see Database Section 7.1 for sales order.
Inventory management license purchased from Oates & Company.
Please see Database Section 7.2 for sales order.
Please see 2(a)(vi) for leased real property. Assignment of lease will
require the consent of the landlord.
Sage software license (6 licenses) issued 8/31/06 for product ACT! Prem
Wkg 2007 ST Lic LVL D. See Database Section 7.
Two Microsoft user client access licenses for Microsoft Windows Server
2008 (5 licenses each), Tracking ID: 00039534117210 and Tracking ID:
00039534117153.
57

Seller is a party to the Restated Credit Agreement dated 11 March
2009 (as amended by an amendment letter dated 3 June 2009 and as
amended and restated by a supplemental agreement dated 11 March
2010, a second supplemental agreement dated 21 March 2011 and a
third supplemental agreement dated 8 March 2012) DKK600,000,000
Multicurrency Revolving Credit Facility for Dalhoff Larsen &
Horneman A/S arranged by Nordea Bank Danmark A/S and Danske
Bank A/S with Nordea Bank Danmark A/S as Agent and Nordea Bank
Danmark A/S as Security Agent pursuant to which Seller is a
guarantor and all assets of Seller are pledged pursuant to such
agreement. In connection with the Closing Seller's obligations as
guarantor and the pledge granted will be released.
Seller is a party to a Security Agreement with Nordea Bank Danmark
A/S dated March 21, 2011, as supplemented by an Acknowledgement
dated as of March 8, 2012, between the same parties, pursuant to
which all assets of Seller are pledged to secure the loan granted under
the above referenced Restated Credit Agreement. In connection with
the Closing the Security Agreement will be terminated and Seller's
obligations as guarantor and the pledge granted will be released.
(E) contract, accepted order or commitment for the purchase or sale of
materials, products or supplies having a total contract price in excess
of$100,000:
Please see in Database Section 5 for Khaya Purchase Order placed
with F.W. Barth & Co. GmbH for $160,749 in Database. Lumber has
been received and paid for.
Please see the Asset Purchase Agreement dated as of May 1, 2012 for
the sale of Seller's plywood and other non-tropical wood business to
DLH in Database. (See Database Section 1.)
Purchase of Taylor Model TX-360L Industrial Forklift Truck of
approximately $170,000. (See Database Section 9.28 for purchase
order.)
Sales order to Batesville Casket of$777,930.00. (See Database Section 5.)
Purchase order placed with WoodBois International ApS of$135,100.00. (See
Database Section 5.)
(F) any contract containing covenants limiting the freedom to compete
in any line of business or with any person or the disclosure of
information:
None.
(G) any agreement concerning a partnership or joint venture.
58

None.
(H) any agreement involving any of DLH and its Affiliates.
Please see the Asset Purchase Agreement dated as of May 1, 2012 for
the sale of Seller's plywood and other non-tropical hardwood business
to DLH, located in database Section 1.
All of the Seller's Employee Benefit Plans are shared with and jointly
administered for the Seller and DLH's Affiliate, DLH North America
Ltd. Payroll administration is also conducted by Seller through
Paychex for DLH North America Ltd.
(I) any other agreement, whether or not legally binding, which
materially affects the business, properties or assets of Seller or which
was entered into other than in the usual and ordinary course of
business:
Please see the software licenses and purchases provided in Database
Sections 7.1 - 7.7.
Payroll services are provided by Paychex. See the Paychex Services
Agreement dated January 1, 2006 in the Database Section 5.13.
Services Agreement & Fee Disclosure AUL Retirement Services, DHL
Nordisk, Inc. 401(K) Plan G99977 between American United Life
Insurance Company (a One America company) and Seller.
With respect to each of those of the above agreements that are to be
assigned to and assumed by Purchaser:
(A) the agreement is legal, valid, binding, enforceable, and in full force
and effect, except:
None.
(B) the agreement will continue to be legal, valid, binding, enforceable,
and in full force and effect on identical terms following the
consummation of the transactions contemplated hereby (including the
assignments and assumptions referred to in Section 7(a)), except:
Seller has leased real property located at 15619 South Blackburn
Avenue, Norwalk, California. For details and landlord's rights, please
see the Database Section 9. Landlord's consent to assignment of this
lease will be required.
Seller has Sage software licenses (see the Database Section 7). The
assignment of such software licenses requires advance notice to Sage
Software SB, Inc.
The software licenses for the MAS 2000 software (see the Database
Section 7) are not transferable.
59

The Microsoft software licenses (see the Database Section 7) are not
transferable.
The full terms of the other software licenses held by Seller (whether or
not listed in the Disclosure Schedule Section 7) are not available, and
such software licenses may not be assignable.
The other contracts in the Database being assigned generally do no
expressly permit or restrict assignments or the delegation of duty. In
such respect they are subject to the relevant state statutory and
common laws and principles of equity governing such agreements, and
such laws and principles may under certain circumstances restrict the
assignment of rights and delegation of duties.
(C) no party is in breach or default, and no event has occurred which
with notice or lapse of time would constitute a breach or default, or
permit termination, modification, or acceleration, under the
agreement, except:
None.
(D) no party has repudiated any provision of the agreement, except:
None.
2(a)(xiii) Litigation
See EEOC complaint under item 2(a)(xxiii)(E).
See the Settlement Agreement and Release entered into on May 30,
2012 between Michael S. Polsky, as Chapter 128 Receiver for Cecco
Trading, Inc. and check payment in Database Section 1.7, regarding
settlement of an alleged preference claim.
Please see the agreement with Stewart Sexton referenced under Item
2(a)(xxiii)(E).
2(a)(xiv) Compliance with Laws and Regulation
N/A
2(a)(xv) Taxes
None.
2(a)(xvi) Change of Control Clauses - Defaults and Acceleration caused
by Agreement
60

The lease for the property located at 15619 S. Blackburn Avenue,
Norwalk, California, Article Nine, provides Seller cannot assign,
mortgage, pledge, encumber or otherwise transfer the lease without
the prior written consent of the landlord. For exact details, please see
the documentation provided in the Database under Section 9.
No coverage under any of Seller's insurance policies will be assignable
or transferable to Purchaser in connection with the Closing.
2(a)(xix) Conduct of Business - After May 31, 2012
(A) Seller has conducted its operations in the ordinary and usual
course and there has been no material adverse change since that date
in the financial condition or in the business or properties of Seller,
except:
Seller changed its name in April 2012.
Seller's inactive subsidiary, Toft LLC (a Pennsylvania LLC) was
dissolved.
(B) Seller has not declared or paid any dividends on, or made any
distributions with respect to, any shares of its capital stock and has
not repurchased or redeemed any such shares, except:
Seller distributed to DLH the equity interests its subsidiary, DLH
Guyana Inc. (a Guyana company limited by shares). This former
subsidiary is inactive and in the process of being dissolved.
(C) Seller has not sold or transferred any of its properties or assets
except in the ordinary course of business, or canceled, released or
assigned any indebtedness owed to it or any claims held by it, except in
the ordinary course of business, except:
Seller transferred its plywood business and other non-tropical wood
business to DLH in 2012. Please see the Asset Purchase Agreement
dated as of May 1, 2012 for the sale of Seller's plywood and other non-
tropical wood business to DLH in Database. (See Database Section 1.)
Seller has assigned a U.S. trademark, registered with the USPTO
under registration no. 1396818 to DLH.
Seller has assigned the U.S. patent, registered with the USPTO under
registration no. US 7,140,156 B1 to the DLH.
(D) Seller has not incurred as guarantor or otherwise any contingent
liabilities, except:
None
61

(E) Seller has not incurred any obligation or liability except in the
ordinary course of business, except:
Purchase of Taylor Model TX-360L Industrial Forklift Truck of
approximately $170,000. (See Database Section 5.)
Environmental cleanup of North Carolina property in area identified
by Phase II environmental report. For pricing see offers in Database.
There will be some insurance coverage (up to $25,000) of the expenses..
(See Database Section 8.)
(F) Seller has not made any material change in its method of doing
business, except:
Seller transferred its plywood business and other non-tropical wood
business to DLH in 2012. Please see the Asset Purchase Agreement
dated as of May 1, 2012 for the sale of Seller's plywood and other non-
tropical wood business to DLH in Database. (See Database Section 1.)
(G) there has not been any damage, destruction or loss, whether or not
covered by insurance, materially and adversely affecting Seller's
business, assets or properties, except:
None.
(H) Seller has not increased the salary or any other form of
compensation, direct or indirect, for any of Seller's officers, directors,
employees or consultants, except:
Once a year Seller reviews employee compensation packages, usually
every 1 April, and adjustments are granted for change in job, cost of
living, and performances. The last review was April 1, 2012.
Please see the agreements referenced under item 2(a)(x)(B) above,
pursuant to which certain individuals have been granted certain bonus
and severance rights.
(I) Seller has not written down the value of any inventory or written off
as uncollectible any notes or accounts receivable, except write-downs
and write-offs in the ordinary course of business, none of which,
individually or in the aggregate, are material to Seller, except:
None.
(J) Seller has not imposed any security interest upon any of its assets,
tangible or intangible;
None.
(K) Seller has not made any capital expenditure (or series of related
capital expenditures) either involving more than $100,000 or outside
the ordinary course of business:
62

Purchase of Taylor Model TX-360L Industrial Forklift Truck of
approximately $170,000. (See Database Section 5.)
(L) Seller has not made any capital investment in, any loan to, or any
acquisition of the securities or assets of, any other Person (or series of
related capital investments, loans, and acquisitions):
None.
2(a)(xxi) Employee Benefit Plans
Pursuant to the" Notice of Employment Separation Effective February
28, 2012 and Removal as President and an Officer of the Company
effective January 31, 2012, Separation Agreement, General Release
and Agreement to Terms of Concluding Employment by the Company"
with Mr. Stewart Sexton (see the Database Section 6.3.5), Mr. Sexton's
(and his wife's) "existing medical benefits and any healthcare
insurance and related insurance will remain in effect .... until April 30,
2013". In addition the Seller has to pay his COBRA premium.
Seller provides medical insurance coverage for its employees through
medical insurance with Blue Cross Blue Shield at North Carolina. For
details, please see the Database Section 6.07.
Seller offers basis life insurance, basic accidental death and
dismemberment insurance, dependent life insurance and short term
disability insurance for its employees. For details please the Database
Section 6.08.
Seller has a 401(k) plan for its employees. For details, please see the
Database Section 6.06, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18, 6.19, and
6.20.
Seller provides dental insurance for its employees through Standard
Insurance Company. For details, please see the Database Section 6.09.
The consummation of the transactions contemplated by this
Agreement will result in the early vesting of the employer contribution
from Seller to the 401(k) plan of and consequently increased benefits
for several employees of Seller.
2(a)(xxii) Environmental matters
Please see the Phase I Environmental Site Assessment for the 6841
Malpass Corner Road property dated April 20, 2012 in the Database in
Section 8.1.
Please see the letter of June 11, 2012 from Environmental, Geothermal
& Well Drilling with Limited Phase II Sampling Findings With
63

Recommendations 6841 Malpass Corner Road, Currie North Carolina,
in the Database in Section 8.3.
For the Currie, North Carolina property, please see the 6/12/12 clean
up proposal, the 6/27/12 written results from the clean up, and the
6/29/12 second clean up proposal and written results from the second
clean up in the Database in Sections 8.1, 8.5 and 8.6, and described in
the letter of July 17, 2012 from Environmental Geothermal & Well
Drilling and the Initial Assessment Report for the Property at 6841
Malpass Corner, Currie Pender County, North Carolina, ARM Project
No. 12061 dated July 16, 2012 in the Database Section 8.7.
See Database Sections 8, 9 and 11 for copies of permits, licenses,
authorizations and certifications.
Seller has a storm water runoff retention pond at its Currie, North
Carolina, property.
2(a)(xxiii) Employment Practices
(A) Seller is materially in compliance with all Federal and State laws
respecting employment and employment practices, terms and
conditions of employment and wages and hours, and is not engaged in
any unfair labor practice, except:
Please see item (E) below.
(B) there is no unfair labor practice complaint against Seller pending
before the National Labor Relations Board, except:
Please see item (E) below.
(C) there is no labor strike, dispute, slowdown or stoppage actually
pending or, to the Knowledge of Seller, threatened against or involving
Seller, except:
None.
(D) no representation question exists respecting the employees of
Seller, except:
None.
(E) no grievance or arbitration proceeding arising out of any labor
dispute is pending and no claim therefor has been asserted against
Seller, except:
Please see the "Notice of Employment Separation Effective February
28, 2012 and Removal as President and an Officer of the Company
effective January 31, 2012, Separation Agreement, General Release
64

and Agreement to Terms of Concluding Employment by the Company"
with Stewart Sexton, dated May 8, 2012, in the Database Section 6.
Deborah Smith who was terminated in 2011 has filed an EEOC claim
for wrongful termination. Seller has retained counsel to represent it
against the allegations. For documentation, please see the Database
Section 1.
(F) Seller is not a party to any collective bargaining agreement and no
such agreement is currently being negotiated by Seller, except:
None.
(G) Seller has not experienced any work stoppage or other labor
disputes during the last three years.
Please see item (E) above.
2(a)(xxvi) Powers of Attorney
Various individuals have been appointed as authorized signatories to
Seller's bank accounts. For details please see the Database Section
12.1. However, such bank accounts are not being transferred to
Purchaser in connection with the Closing.
2(a)(xxviii) Copies of standard terms and conditions of sale or lease
For Seller's standard terms for purchases by it, please see, as a sample,
the purchase order from Seller to F.W. Barth & Co. GmbH in the
Database Section 5.05. In addition, please see the standard terms
provided in the Database Section 11.8.
For Seller's standard terms for sales by it, please see, as a sample, the
sales order from Seller to Batesville Casket in the Database Section
5.08.
2(a)(xxix)(A) Top 20 suppliers - 2011
See Database Section 4.05 for list of top 20 suppliers - 2011.
Notice that any Material Supplier has ceased, or intends to cease after
the Closing, to supply goods to the Business or to otherwise terminate
or materially reduce its relationship with the Business:
None
2(a)(xxix)(B) Ton 20 customers - 2011
65

See Database Section 4.04 for list of top 20 customers 2011.
PART 2(b)
2(b)(i) Litigation
Please see under item 2(a)(xiii)
2(b)(ii) Material Agreements
Please see Database Sections 1, 5, 6, 7, 9,, and 10.
2(b)(iii) IP Registry
U.S. Registration No.: 3040861 for the mark FOUR DIAMOND
FLOORS.
Please see the Database Section 7 for software licenses.
2(b)(iv) Insurance Policies
Please see the Database Section 10.
2(b)(v) Salary
Please see the Database Section 6.02.
66

Exhibit 5(b) Parts 1 and 2
67

EXHIBIT 5(b)part 1
Definition of the Net Working Capital
Inter-Continental Hardwoods Inc
31 May 2012
May 2012 Net working capital Net working capital
included in
t.USD transaction not included in transaction
Goodwill 229
Land and buildings 3599
Cars,trucks and lorries 271
Technical equipment and machinery
Office equipment and furniture
Non current Intangible and tangible assets
Deferred tax assets
Financial fixed assets
Total non current assets
Inventory 6970
Prepayments for goods 0
Trade debtors 1836
Tax receivables 79
Prepaid insurance policies" 85
Other prepaid expenses and accrued income 31
Other receivables 19
Current assets,except cash
Cash 2
Bank 10
Liquid funds
Total current assets
Total assets 15313
Equity 5524
Long term internal bank loans 4000
Other intercompany payables 5059
Bank loans 167
Trade creditors 293
Final settlement of separation agreements with 5S and LL 53 53
Accrual for tax and auditing assistance 97 97
PTO accrual 41
41
Accrual for special bonus to key employees 79 79
Total liabilities 9789
Total equity and liabilities 15313 I 8443
"Shall cover the prepaid insurance policies that cannot be taken over due to change of control clauses

Exhibit 5(b) part 2
Instructions for the calculation of Proposed Closing Net Working Capital
Means the difference between (a) all Acquired Assets, as defined in Section 1 of the Asset Purchase
Agreement that are current assets(to be collected in cash in less than one year) and (b) all Assumed
Liabilities in Section 1 of the Asset Purchase Agreement, as well as the example of Net Working Capital
in Exhibit 5(b) part 1, all determined in accordance with the accounting principles applied on a basis
consistent with the May 31, 2012 financial statements; except that such calculation shall be determined in
accordance with the specific instruction outlined below.
All terms used herein and not otherwise defined shall have the same meanings as set forth in the Asset
Purchase Agreement.
The calculation of the Proposed Closing Net Working Capital shall be in accordance with the accounting
principles applied on a basis consistent with the May 31, 2012 Financial Statements and taking the below
instructions into account.
Current assets
1) All current asset general ledger accounts shall be fully analyzed and reconciled to supporting
data as of the Closing Date and all required adjustments shall be recorded as of the Closing
Date.
2) All credit memos issued or discounts taken subsequent to the Closing Date that relate to the
period prior to the Closing Date shall be appropriately accrued for as a credit to receivables as of
the Closing Date. If goods are to be returned, these shall be added to inventory and receivables
will be adjusted accordingly.
3) Inventory quantities shall be determined based on an inventory count to be taken within the seven
(7)days either before or after the Closing Date, including the Currie and Los Angeles location.
All Items"In transit"classified as inventory will need to be confirmed with bills of lading or other
such support. All inventory at the reloading location will also be confirmed by certificate. To the
extent that there is any unpaid freight liability for inventory"in transit" the liability will be shown
as trade or accounts payable. Goods in transit shall represent value of goods where the risk and
ownership has been transferred from the supplier to the Purchaser, but not yet received to
physical inventory location of the Purchaser.
4) Provision for inventory slow moving obsolete, damaged or defective inventory and provisions for
allowances for doubtful amounts should be in amounts of sufficient to cover the reduction in value
and in accordance with past company policies in effect at May 31, 2012.
5) Prepaid insurance relating to insurance policies that cannot be taken over due to change of
control will not be a current asset
6) Exclude all intercompany receivables and receivables from any affiliated or related parties
7) Exclude all cash
8) Exclude all Taxes receivable
69

9) Only receivables for which the inventory has been shipped to the customer will be included as a
current asset.Any receivable generated as a result of bill and hold transactions will not be
included as a current asset but included in inventory at the cost value instead.
Current liabilities
1) All current liability general ledger accounts shall be fully analyzed and reconciled to supporting
data and shall be based on actual payments or associated activity as of the Closing Date. All
required adjustments shall be recorded as of the Closing Date.
2) Exclude all intercompany payables and payables to any affiliated or related parties
3) Exclude all debts payable to any bank or financial institution for principal, interest, fees, of any
other such charges
4) All outstanding checks, issued by Seller will be a current liability to the extent not paid for by the
Seller's financial institution.
6) Accrued liabilities will include appropriate provision for all services and charges of the Business
up to the date of Closing, including but not limited to electric, gas, telephone,freight, lease
payments, rebates, payroll service charges, licenses costs, unpaid salaries and PTO/vacation
pay, sick days, (all items including employer's cost)expense reports to the extent not fully paid as
of the Closing Date by the Seller and adjusted for any prepayments hereof by the Seller.
6) All accrued but unpaid property taxes up to the date of Closing will be an accrued liability and
prepaid property taxes correspondingly a current asset.
7) Exclude all Taxes payable, except for property taxes
8) Freight for inventory on the Closing date will be recorded., current liability to the extent not
paid by the Closing Date
9) Sellers audit and tax assistance accruals are not current liabilities as they are not Assumed
Liabilities
10) Loss for any commitments and contingencies shall be accrued if required by IFRS to the extent
that the outcome is known and the amount is reasonably quantifiable;
70

Exhibit 7(a)(iv) Transition Services Agreement
71

TRANSITION SERVICES AGREEMENT
THIS TRANSITION SERVICES AGREEMENT ("Agreement") is
made and entered into this 31st day of July, 2012 among INTER-CONTINENTAL
HARDWOODS, LLC (hereinafter referred to as the "Purchaser"), a limited liability
company organized and existing under the laws of the State of Delaware,
NORTHWEST HARDWOODS, INC. (hereinafter referred to as "Parent"), a
corporation organized and existing under the laws of the State of Delaware, and
INTER-CONTINENTAL HARDWOODS, INC., a corporation organized and existing
under the laws of the State of North Carolina (hereinafter referred to as the
"Seller"). Each of Purchaser and Seller are individually referred to herein as a
"Party" and collectively, as the "Parties". Capitalized terms used but not defined
herein shall have the meanings ascribed to them in the Asset Purchase Agreement
(as defined below).
WITNESSETH:
WHEREAS, Purchaser and Seller have entered into that certain Asset
Purchase Agreement dated as of July 31, 2012 (the "Asset Purchase Agreement"),
pursuant to which the Purchaser has agreed to purchase the Business as a going
concern, including the purchase of the Acquired Assets and assumption of the
Assumed Liabilities from the Seller;
WHEREAS, Capitalized terms used but not defined herein shall have
the meanings ascribed to them in the Asset Purchase Agreement;
WHEREAS, the Parties seek an orderly transition of the operations of
the Business following the closing of the transactions contemplated by the Asset
Purchase Agreement (the "Closing");
WHEREAS, the intention of this Agreement is that the Purchaser
continues to operate the Business in a normal and uninterrupted manner after the
Closing; and
WHEREAS, following the Closing, Seller desires to provide and to share as the
case may be certain services with the Purchaser, and Purchaser desires to provide and to share as
the case may be certain services with Seller and Dalhoff Larsen& Horneman A/S ("DLH") all in
furtherance of the orderly transition of the Business acquired by the Purchaser from Seller.
NOW, THEREFORE, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, and as a material inducement to
Purchaser to enter into the Asset Purchase Agreement, the Parties hereby agree as
follows:
72

1. Seller's Transition Services to be Provided to the Purchaser. Seller
agrees to perform the following services on behalf of the Purchaser, all of which
shall be performed in a manner consistent with the operation of the Business by
Seller prior to the date hereof with such changes thereto as may be reasonably
requested in writing by Purchaser:
a) Seller will keep all of its bank accounts, including, without limitation, lock
box accounts open for ninety (90) days after the Closing Date. All incoming
checks to the Seller's lock box accounts and wires to the Seller's bank
accounts will be forwarded by the Seller to Purchaser's specified bank
accounts and lock boxes within one (1) business day of receipt by the Seller if
such payments represent Acquired Assets. Seller will permit the Purchaser's
employees who had access to the Seller's lock box accounts prior to the
Closing Date to have view access to the lock box and other bank accounts to
determine the details of the incoming receipts.
b) Seller will allow the Purchaser's two person accounting staff to occupy the
Seller's Greensboro, North Carolina office, without charge, for up to ninety
(90) days after the Closing Date. Seller will continue to provide all the usual
office support, such as access to and use of computers, printers, telephones,
fax machines and office supplies.
c) Seller will transfer to Purchaser all incoming inventory included in the
Acquired Assets that arrives at any U.S. port that is imported on Seller's
purchase order. Purchaser will pay suppliers, shippers for freight and other
costs according to the definition of Assumed Liabilities in the Asset Purchase
Agreement and the accounting instructions in Exhibit 5(b) to the Asset
Purchase Agreement.
d) For a period of ninety (90) days after the Closing Date, Seller shall, subject
to availability, use commercially reasonable efforts to purchase and sell to
Purchaser such tropical wood as Purchaser shall specify with respect to (i)
species, (ii) country of origin, (iii) seller in country of origin, (iv) price, (v)
volume, and (vi) size, using such shipping methods and obtaining such
insurance coverage as identified and instructed by Purchaser. Seller shall
import such inventory into the United States and deliver such inventory to
Purchaser or parties designated by Purchaser. Seller shall act as Purchaser's
agent and as the importer of record with respect to any imports of tropical
wood made under Seller's licenses during the ninety (90) days' transition
period. Prior to Seller placing any new orders subsequent to the Closing Date
in the country of origin, shipping the inventory, and delivering the inventory,
Seller shall invoice and Purchaser shall pay for such inventory, shipping, and

insurance, to the extent not paid directly by the Purchaser. When the
shipment of such inventory arrives at a United States port, the Seller will
send a letter to the custom broker (in the format attached hereto as Exhibit
A) to enable the custom broker to clear the inventory and arrange for
delivery.
e) In providing the services provided under d) above, Seller shall use Seller's
licenses, permits and certificates to conduct such services, but Seller shall not
be obligated to conduct any services with respect to any kind of tropical wood
with respect to which it did not as of the Closing Date have the necessary
licenses, permits or certificates.
As an alternative to making advance payment, as provided for in d) above,
Purchaser may provide an on demand bank guarantee or letter of credit (each with
a bank reasonably acceptable to Seller) or post a bond, each on such terms as shall
be acceptable to Seller, provided that Seller's acceptance shall not be unreasonably
withheld.
Upon Purchaser receiving any necessary license, permit or certificate from or
posting any necessary government bond with any government authority enabling it
to conduct its own import and resale and engage in any of the activities described in
clauses d) and e), above, without Seller's assistance, Seller's obligation to provide
the services covered by such license, permit or certificate and described in such
clauses shall cease.
2. Purchaser's Transition Services to be Provided to the Seller. Purchaser
agrees to perform the following services on behalf of the Seller, all of which shall
be performed in a manner consistent with the operation of the Business by Seller
prior to the date hereof with such changes thereto as may be reasonably
requested in writing by Seller:
a) For a period of ninety (90) days after the Closing Date, the Purchaser will
direct its employee, Wendy Wilson to work with the Seller's representative,
Torben Hegsgaard, to assist the Seller, at no cost to the Seller, in closing
Seller's books and records for the month of July 2012 and to provide limited
assistance with respect to subsequent months included within such ninety
(90) day period. The Purchaser's obligations under this clause a) shall not
extend to any matters not relating to the Business including, without
limitation, the panel business units of DLH.
b) The Purchaser will assist the Seller in answering questions and requests
from tax authorities and other authorities with respect to the portion of the
Seller's 2012 tax year ending on the Closing Date. Purchaser will provide
74

such assistance at no cost to Seller; provided, however, that if the provision of
such assistance imposes material additional demands on any employee of
Purchaser beyond such employee's normal and customary duties, Seller shall
reimburse Purchaser for the number of work hours required to provide such
assistance at a cost equal to the relevant employee's salary level; provided,
further, that if Seller notifies Purchaser that it does not wish to so reimburse
Purchaser, Purchaser may terminate its obligations under this clause b).
c) The Purchaser will assist the Seller, at no cost to Seller except other than
reimbursement of third party fees and expense, in transferring records, books
(including electronic as well as physical data, hereunder a copy of electronic
data necessary or useful when for the closing of the books as of the Closing
Date according to the Asset Purchase Agreement and the accounting
instructions in Exhibit 5(b) part 2 thereto) and other assets not included in
the Acquired Assets as agreed between the Parties to a location specified by
the Seller.
d) The Purchaser shall make Lenny Shibley and Tony Triolo available to Seller,
at no cost to Seller, to assist Seller as needed in providing the services
described in Section 1 c), d) and e).
e) The Purchaser and Seller will work jointly, at no cost to the Seller, to
transact with Seller's existing 401(k) plan and transfer Seller's former
employees now working for the Purchaser into the Purchaser's 401(k) plan
and make Wendy Wilson available to perform such work.
f) Purchaser grants Seller, without charging therefore, a license to use all of the
Acquired Assets and, whether or not a part of the Acquired Assets, use of all
storage, warehouse, and loading facilities owned or used by Purchaser, for the
sole purpose of having Seller perform its services under this Agreement.
3. Materials, Supplies, and Personnel. Except as otherwise specifically
provided in Section 1 and 2, above:
a) No Party (the "Providing Party") providing services to another Party (the
"Receiving Party") shall be entitled to any remuneration for its provision of
services pursuant to this Agreement;
b) Each Providing Party will furnish all materials, supplies, and employees
necessary to perform the services to be provided by such Providing Party
under this Agreement; and
75

c) Each Providing Party shall have the sole responsibility of paying the salaries,
taxes and all other expenses relating to each of its employees, including those
employees that provide services to pursuant to this Agreement.
The Parties acknowledge that the relationship created by this Agreement is that
of an independent contractor. Nothing contained herein shall be construed to
create a relationship of employer and employee between a Providing Party and a
Receiving Party or any of their respective employees.
4. Cooperation. Each Party shall cause its employees to reasonably cooperate
with employees of the other to the extent required and shall permit reasonable
access to and use of its facilities, equipment and records for effective delivery of
the services under Sections 1 and 2. In addition, each Party shall name one or
more designated persons who shall be responsible for the day to day
implementation of this Agreement, including attempted resolution of any issues
that may arise during the performance of any Party's obligations hereunder.
5. Indemnification by Receiving Parties. Each Receiving Party shall
indemnify and hold harmless the Providing Party providing services to such
Receiving Party hereunder, and shall defend such Providing Party for, from, and
against any and all claims, liabilities, fees, losses, costs, and damages incurred
relating to the performance of the duties hereunder of such Providing Party
unless such liabilities, fees, losses, costs, and expenses shall arise from (i) such
Providing Party's gross negligence or willful misconduct.
6. Termination. Except for the provisions of clauses 1. c) and 2. b), above, this
Agreement shall be in effect from the date hereof until the later of date that is
ninety (90) days after the Closing Date or the date on which all services provided
for in Sections 1 and 2 have been completed. Upon termination of this
Agreement, all rights and obligations of the parties under this Agreement shall
cease and be of no further force or effect, except that the provisions of Sections 5
and 9 and this Section 6, and a Receiving Party's obligation to pay any invoice
for services provided by a Providing Party prior to termination of this
Agreement, shall survive such termination.
7. Standard of Care/Performance of Services. Each Providing Party agrees to
perform the services to be furnished by it under this Agreement in a
commercially reasonable manner, and shall exercise that same degree of care it
exercises on its own behalf. No Providing Party shall be deemed in breach of
this Agreement if its failure to perform is the result of acts of God, war, civil
commotion, terrorism, governmental action, fire, explosion, strikes, other
industrial disturbances, action, non-action, or other matters beyond such
Providing Party's reasonable control if in such case such Providing Party follows
76

commercially reasonable practice to (i) avoid such failure and (ii) after any such
failure, provides notice thereof to the Receiving Party to which it is obligated to
provide such service and responds to such situation in a commercially reasonable
manner. No Providing Party shall be liable for any losses or other damages
resulting from the failure to perform its services in accordance with the terms of
this Agreement, except to the extent such nonperformance is due to such
Providing Party's gross negligence, willful misconduct or otherwise in breach
hereof. Notwithstanding anything contained in this Agreement, no Providing
Party shall be liable for any special, incidental or consequential damages arising
in connection with the performance of its duties hereunder.
8. Force Majeure. Except as provided in Section 7, above, no Party shall bear any
responsibility or liability for any damages arising out of any delay, inability to
perform or interruption of its performance of its obligations under this
Agreement due to any acts or omissions of the other party hereto or for events
beyond its reasonable control including,, without limitation, acts of God, war,
civil war, terrorism, acts of governmental authorities, acts of the public enemy or
due to war, riot, flood, civil commotion, insurrection, labor difficulty, severe or
adverse weather conditions, lack of or shortage of electrical power, malfunctions
of equipment or software programs, or any other cause beyond the reasonable
control of such party.
9. Confidentiality. During the term of this Agreement and thereafter, each Party
hereto shall maintain in confidence and not disclose the other Party's non-public
information which it may gain in the course of the provision or receipt of services
("Confidential Information"), using the same degree of care, but no less than
reasonable care, as it uses to protect its own confidential information of like
nature. The Parties may use Confidential Information only for the purposes of
fulfilling their obligations under this Agreement (the "Permitted Purpose"). The
Parties may disclose Confidential Information only to their affiliates and their
respective employees or contractors who have a need to know such information
for the Permitted Purpose and who are under contractual obligation to protect
such Confidential Information. Confidential Information shall not include any
information that the recipient of such information can demonstrate: (a) was
publicly known at the time of disclosure to it, or becomes publicly known through
no act of the recipient; (b) was rightfully received from a third party without a
duty of confidentiality; (c) was developed by it independently; or (d) is required
to be disclosed by statute, law or any judicial or governmental rule or order, in
which case the recipient shall promptly notify the disclosing party and take
reasonable steps to assist the disclosing party in protecting the disclosing party's
rights prior to disclosure. Confidential Information may not be reproduced,
except as required for the Permitted Purpose. Upon demand by the disclosing
Party at any time, or upon expiration or termination of this Agreement, the
recipient of Confidential Information agrees promptly to return or destroy all
77

materials that disclose or embody Confidential Information, unless such
Confidential Information is required or reasonably necessary to be maintained
by either party. The provisions of this Section 9 shall survive any termination of
this Agreement.
10. Joint and Several Liability. Parent and Purchaser are jointly and severally
liable for any and all of Purchaser's obligations under this Agreement.
11. Notices. All notices, requests, demands and other communications hereunder
shall be in writing and shall be deemed to have been duly delivered if delivered
in person or if mailed by registered first-class mail, postage prepaid, or by
telefax, telex or telegraph:
(a) If to Seller, to:
Kent Arentoft
Dalhoff Larsen & Horneman A/S
Skagensgade 66
DK-2630 Taastrup
Denmark
Fax: [phone]
With a copy to:
Oliver Edwards, Esq.
Holland & Knight LLP
31 West 52nd Street
New York, New York 10019
Fax No.: 212-385-9010
(b) If to Purchaser or Parent, to:
Inter-Continental Hardwoods, LLC/Northwest Hardwoods, Inc.
c/o American Industrial Partners
535 Fifth Avenue, 32nd Floor
New York, New York 10017
Fax No.: 212-627-2372
With a copy to:
Patton Boggs LLP
2550 M Street NW
Washington, DC 20037
78

Attention: Terrance L. Bessey, Esq.
Fax No.: 202-457-6482
Any party may change such address by giving the other parties notice of such
change in the aforesaid manner.
12. Entire Agreement. This Agreement supersede all prior discussions and
agreements between the Parties with respect to the subject matter hereof and
contains the sole and entire agreement between the Parties hereto with respect
to the subject matter hereof.
13.Waiver. Any term or condition of this Agreement may be waived at any time by
the Party that is entitled to the benefit thereof, but no such waiver shall be
effective unless set forth in a written instrument duly executed by or on behalf of
the Party waiving such term or condition. No waiver by any party of any term or
condition of this Agreement, in any one or more instances, shall be deemed to be
or construed as a waiver of the same or any other term or condition of this
Agreement on any future occasion. All remedies, either under this Agreement or
by law or otherwise afforded, will be cumulative and not alternative.
14.Amendment. This Agreement may be amended, supplemented or modified only
by a written instrument duly executed by or on behalf of each Party hereto.
15. No Third Party Beneficiary. The terms and provisions of this Agreement are
intended solely for the benefit of each Party hereto and their respective
successors or permitted assigns, and it is not the intention of the Parties to
confer third-party beneficiary rights upon any other person or entity.
16. No Assignment; Binding Effect. Neither this Agreement nor any right,
interest or obligation hereunder may be assigned by any Party hereto without
the prior written consent of the other Party hereto and any attempt to do so will
be void, except (a) for assignments and transfers by operation of law and (b) that
Purchaser may make a collateral assignment of its rights hereunder. Subject to
the preceding sentence, this Agreement is binding upon, inures to the benefit of
and is enforceable by the Parties hereto and their respective successors and
assigns.
17. Headings. The headings used in this Agreement have been inserted for
convenience of reference only and do not define or limit the provisions hereof.
18.Invalid Provisions. If any provision of this Agreement is held to be illegal,
invalid or unenforceable under any present or future law, and if the rights or
obligations of any Party hereto under this Agreement will not be materially and
adversely affected thereby, (a) such provision will be fully severable, (b) this
79

Agreement will be construed and enforced as if such illegal, invalid or
unenforceable provision had never comprised a part hereof, (c) the remaining
provisions of this Agreement will remain in full force and effect and will not be
affected by the illegal, invalid or unenforceable provision or by its severance here
from and (d) in lieu of such illegal, invalid or unenforceable provision, there will
be added automatically as a part of this Agreement a legal, valid and enforceable
provision as similar in terms to such illegal, invalid or unenforceable provision
as may be possible.
19. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY THE
LAWS OF THE UNITED STATES AND THE STATE OF NEW YORK
APPLICABLE TO A CONTRACT EXECUTED AND PERFORMED IN THE
STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICT OF
LAWS PRINCIPLES OF SUCH STATE.
20. Disputes. Any dispute arising out of or in relation to this Agreement shall be
resolved in the same manner as provided for in the Asset Purchase Agreement.
21. Counterparts; Facsimile Signatures. This Agreement may be executed in
any number of counterparts, each of which shall be deemed an original, and all
of which together shall constitute one and the same instrument. Any Party may
execute and deliver this Agreement by an executed signature page transmitted
by a facsimile machine. If a Party transmits its signature by a facsimile
machine, such Party shall promptly thereafter deliver an originally executed
signature page to the other Party; provided that any failure to deliver such an
originally executed signature page shall not affect the validity, legality or
enforceability of this Agreement.
[Signature page follows]
80

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
SELLER:
INTER-CONTINENTAL HARDWOODS, INC.
By:
Name:
Title:
PURCHASER:
INTER-CONTINENTAL HARDWOODS, LLC
By:
Name:
Title:
PARENT:
NORTHWEST HARDWOODS, INC.
By:
Name:
Title:
81

Exhibit A
Letter to Customs Broker
Please arrange to clear the following cargo under the name of Inter-Continental
Hardwoods Inc. located in Currie, NC, Federal Tax ID# 56-1518957.
Bill of Lading No.
Container No.
Vessel and Voyage No.
If you should have any questions, please feel free to contact me via phone at (910)
283-9960 or email [e-mail]
Best Regards,
Lenny Shibley
President
82

Exhibit 7(b)(i) Assumption Form
83

AGREEMENT OF ASSUMPTION
THIS AGREEMENT OF ASSUMPTION, dated as of _, 2012, from
Intercontinental Hardwoods, LLC, a Delaware limited liability company (herein
called the "Company"), to Inter-Continental Hardwoods, Inc., a North Carolina
corporation (herein called "ICH").
WITNESSETH THAT:
WHEREAS, ICH and the Company have entered into,an Asset Purchase
Agreement dated of even date herewith (the "Agreement");
WHEREAS, the Agreement also provides for the assumption by the Company
of the Assumed Liabilities of ICH;
WHEREAS, as of the date of this Agreement of Assumption, ICH has
transferred and delivered substantially the Acquired Assets to the Company
pursuant to the Agreement, and to evidence the same has executed and delivered to
the Company various instruments of conveyance and assignment and transfer
conveying said assets and business to the Company; and
WHEREAS, ICH is a party to certain agreements and contracts which have
been delivered to the Company pursuant to Section 1(a) of the Agreement;
NOW, THEREFORE, the Company, in consideration of the promises and
covenants contained in the Agreement and pursuant to the terms and conditions of
Section 1(b) of the Agreement, hereby assumes and agrees to pay, perform and
discharge the Assumed Liabilities;.
All capitalized terms not otherwise defined in this Agreement of Assumption,
shall have the meanings ascribed to them in the Agreement, and the rules of
interpretation set forth in the Agreement shall apply to this Agreement of
Assumption. This Agreement of Assumption shall be governed by, construed and
enforced in accordance with the laws of the State of New York, United States of
America without regard to principles of conflicts of laws.
The parties may execute and deliver this Agreement of Assumption by
facsimile or other means of electronic transmission and the parties agree that the
receipt of such executed Agreement of Assumption shall be binding on each party
and shall be construed as an original.
84

IN WITNESS WHEREOF, the Company and ICH have caused this
Agreement of Assumption to be duly executed by an authorized officer as of the date
first above written.
INTER-CONTINENTAL
HARDWOODS, LLC
By:
Name:
Title:
INTER-CONTINENTAL
HARDWOODS, INC.
By:
Name:
Title:
85
#11392880_v1

Exhibit 9(a)
US Customer list of DLH's global sales business unit
OHC
24 Tacon Street
Mobile,AL 36607
Lumber Liquidators Inc.
Virginia Warehouse
3000 John Deere Road
Toano,VA 23168-9332
Redwood Empire Wholesale Lumber Products
2 West Santa Clara Street 2nd Floor
San Jose,CA 95113
Wood Brokerage International
3 Centerpointe Dr St 125
Lake Oswego,OR 97035
LMC—Lumbermen's Merchandising
137 W.Wayne Avenue
PO Box 6790
Wayne,PA 19087-8790
Anglo American Hardwoods
5770 Gateway Boulevard suite 204
Mason,Ohio 45040
Coastal Forest Products,Inc.
451 S River Road
Bedford,NH 03110
86
#11372632_v8

PATTON B060SwP Was in Street,NW
Washington,DC 20037-1350
202-457-6000
Facsimile 202-457-6315
www.pattonboggs.com LJ x
August 8, 2012 Nikol M.Dor
[phone]
[e-mail]
VIA FEDEX
Ms. Christine Nelson
North Carolina Department of Environment and Natural Resources
State Stormwater Permitting
127 Cardinal Drive Extension
Wilmington,NC 28405
Re: DLH Nordisk, Inc. n/k/a Inter-Continental Hardwoods, Inc. Permit#SW8110415
Ms. Nelson:
Enclosed please find one (1) original Division of Water Quality State Stormwater Permit
Name/Ownership Change Form, which transfers ownership from DLH Nordisk, Inc. n/k/a
Inter-Continental Hardwoods, Inc. to Inter-Continental Hardwoods, LLC and a fully executed
copy of the Asset Purchase Agreement which documents such transfer of ownership.
Also enclosed for date/file stamp purposes is one (1) additional copy of this cover letter and
the documents mentioned above. Please acknowledge your receipt of this submission by
returning the copies with a date/file stamp in the enclosed postage paid Federal Express return
envelope,to my attention.
Should you have any questions or concerns regarding the enclosed, do not hesitate to contact
me. Thank you in advance for your assistance.
Best regards,
/t/.. /A77.,%-7/K
Nikol M. Dor A. 0 7 2012
Senior Paralegal BY:
Enclosures
cc: Vicky B. McPherson, Esq. (w/encs.)
5252020
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