NCG180034_COMPLETE FILE - HISTORICAL_20140313

STORMWATER DIVISION CODING SHEET
NCG PERMITS
PERMIT NO.
/v u& I v ) cq �)q
DOC TYPE
HISTORICAL FILE
❑ MONITORING REPORTS
DOC DATE
❑ I of q t)5
YYYYM M D D

STORMWATER DIVISION CODING SHEET
NCG PERMITS
-----------------
PERMIT NO.
DOC TYPE
❑ HISTORICAL FILE
XMONITORING REPORTS
DOC DATE
❑
YYYYM M DD

Alpha Environmental Management, Inc.
153 Harwood Street
ALPH��], r�
A lbcmavl N.C.. N.28(102-1760
(704) 467- 13 10
Certified Mail
7013 0600 0000 4624 3901
March 13, 2014
Division of Energy, Mineral & Land Resources
1612 Mail Service Center
Raleigh, NC 27699-1612
Reference:Stormwater Permit - Name/Ownership Change - NCG180034
Stanly Fixtures Acquisition LLC
Norwood/Aquadale(Stanly County),NC
Sir:
I am submitting the following on behalf of Stanly Fixtures
Acquisition LLC, formerly Stanly Fixtures Cc Inc.
Attached, find two (2) copies of the PERMIT NAME/OWNERSHIP CHANGE
FORM.
Very truly yours,
el
Conrad A. Carter, Jr., P.E.
cc:
Stanly Fixtures Acquisition LLC
Ms. Betty Harrison
P. 0. Box 616
Norwood, NC 28128
File: Word\S[anlyFix\Stcrmwater V4ame s Ownership Change-3-13-2014.doc

©I-9;WA Division of Energy, Mineral & Land Resources
Land Quality Section/Stormwater Permitting
NCDENRNational Pollutant Discharge Elimination System
PERMIT NAME/OWNERSHIP CHANGE FORM
FOR AGENCY USE ONLY
Date Received
Year
I Month
I Da
I. please enter the permit number for which the change is requested.
NPDES Permit
(or) Certificate of Coverage
N C$ 10 1 1 1 1 1 1
1 N I C G i b C' 3
II. Permit status prior to requested change.
a. Permit issued to (company name):
S /i+_,C.Y r-7IX? OAES Cv L,�c
b. Person legally responsible for permit
H A4Vr o Tt4a UFScJy
First MI Last
1'2ES I-p L N l
Title
Permit I -folder Mailing Address
QC Rwcur7 Nc-
City State Zip
( Za¢ ) 4-14 - 3 i ? 41- ( )
Phone Fax
c. Facility name (discharge):
d. Facility address:
116.39 tit C ii tG Nvu.i Y 138
Address
ADAZ NG 281JfS
City State Zip
e. Facility contact person:
CoNAA%s A CRRTC= (7o4 )-%7-i310
First / MI / Last Phone
III. Please provide the following for the requested
change (revised permit). .
a. Request for change is a result of:
® Change in ownership of the facility
QC Name change of the facility or owner
!/'other please explain:
b. Permit issued to (company name):
.S i RNt.Y F7ti+T-CES A Cq,; tt r ricN LI-C
c. Person legally responsible for permit:
TC41D _P� C�AteE
rC ES I I )a4—
hide
Pennit Bolder Mailing Address
IQOP-�COb tjC- )-3/149
City State Zip
(70q) 474-315%4 i curteEC�SFAN�r Fl�r =s.�o n
Phone F-mail Address
d. Facility name (discharge)
e. Facility address: I /G, 2 5" NG N 1t 1# WA'r f 30
Address
NOvADALE Nc
City State Zip
f. Facility contact person: LerNAA-u A 6 w EQ
First MI Last
70�t 0-7.1310 E,,,V,GAbi'.C'ouAADo6-AIAIL,tv.-
Phone 13-mail Address
IV. Permit contact information (if different from the person legally responsible for the permit)
Revised Jan. 27, 2014

NPDES PERMIT NAME/OWNERSHIP CHANGE FORM
Page 2 of 2
Permit contact: 8E i TY PlAPfZ%5c,4
First MI Last
OFFICc ►}55157A�i
Title
p,o,.lta,� GIG
Mailing Address
N�Rwcol� NC 291d-8
City State Zip
_( ) 4i+— 31 yf AST i H4RRKcw,(9 514N�V htTvRnS',(GM
Phone F-mail Address
V. Will the permitted facility continue to conduct the same industrial activities conducted prior
to this ownership or name change?
0 Yes
❑ No (please explain)
VI Required Items: THIS APPLICATION WILL BE RETURNED UNPROCESSED IF ITEMS
ARE INCOMPLETE OR MISSING:
❑K This completed application is required for both name change and/or ownership change
requests.
© Legal documentation of the transfer of ownership (such as relevant pages of a contract deed,
or a bill of sale) is required for an ownership change request. Articles of incorporation are
not sufficient for an ownership change.
........................................................................................................................
The certifications below most be completed and signed by both the permit holder prior to the change, and
the new applicant in the case of an ownership change request. For a name change request, the signed
Applicant's Certification is sufficient.
PERMITTEE CERTIFICATION (Permit holder prior to ownership change):
I; "_yam r�fattest that this application for a name/ownership change has been reviewed and is accurate and
complete to the best of my knowledge. I understand that if all required parts of this application are not
completed and that if all required supporting information is not included, this application package will be
returned as incomplete.
xI'rx (l _i 3 - I3 - %lej
Signature Date
APPLICANT CERTIFICATION
I, h m, attest that this application for a name/ownership change has been reviewed and is accurate and
complete to the best of my knowledge. I understand that if all required parts of this application are not
completed and that if all required supporting information is not included, this application package will be
returned as incomplete.
Signature Date
PLEASE SEND THE COMPLETE APPLICATION PACKAGE TO:
Division of Energy, Mineral and Land Resources
Stormwater Permitting program
1612 Mail Service Center
Raleigh, North Carolina 27699-1612
Revised Jan. 27, 2014

ASSET PURCHASE AGREEMENT
lly and Among
Stanly Fixtures Company, Inc.,
a North Carolina corporation,
as Seller,
Stanly Fixtures Acquisition, LLC,
a North Carolina limited liability company,
as Purchaser, and
Ronald S. Aldridge, Kenny M. Bowers, Todd R. Curlee, Steven R. Cycotte
Lloyd W. L.isk, Boyce E. Thompson and Harold W. Thompson,
as Shareholders, and
Dated as of July 21 , 2010, and effective as of.lune 30, 2010

ASSET PUJZC14ASE AGREEMENT'
THIS ASS 171' PURCHASE AGREEMENT (this "Agreement"), dated as of July__,
2010 and effective as of June 30, 2010 (the "Effective Date"), is by and among Stanly fixtures
Company, Inc., a corporation organized under the laws of North Carolina ("Seller"), Stanly
Fixtures Acquisition, LLC, a limited liability company organized under the laws of North
Carolina ("Purchaser'), and Ronald S. Aldridge, Kenny M. Rowers, 'I'odd R. Curlec, Steven R.
Cycone Lloyd W. Lisk, Boyce E. Thompson and Harold W. Thompson (each a "Shareholder'
and collectively, the "Shareholders").
BACKGRONNr) S'I'M 12MF N'I'
Seller is operates a business primarily engaged in the manufacturing of shelving, lockers,
and office and store fixtures, plastics laminated fixture tops, and related fabricated products,
chiefly of wood at a manufacturing facility located in Stanly County, North Carolina and other
related businesses (collectively, the "Business'). Where the context allows, the term "Business"
shall also mean Seller and its predecessors insofar as the operation of the Business, as above
defined. is concerned.
Seller desires to sell, and Purchaser desires to purchase, the Business, the goodwill
associated with the Business, and substantially all of the other assets ul'Seller, all upon the terms
and suhject to the conditions set forth in this Agreement.
Seller and Purchaser desire to make certain representations, wnrmnties, covenants and
agreements in connection with the purchase and sale contemplated by this Agreement.
The Shareholders are all of the shareholders of Seller, and the consummation of the
transactions contemplated herein represents material benefits to each Shareholder.
STATEMENT Of AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and mutual representations,
wannnties, covenarns and agreements hereinafter set forth, and for other consideration, the
receipt and sufficiency of which are acknowledged, the parties to this Agreement agree as
follows:
ARTICLE
DEFINITIONS
Section 1.1 Definitions. As used in this Agreement, the following terms have the
following meanings:
"Agreement" has the meaning set forth in the preamble.
"Affiliate" means, with respect to a specified Person, any other Person or member of a
group of Person acting together that, directly or indirectly, through one or more intermediaries,

controls, or is controlled by or is under common control with, the specified Person. As used in
this Agreement, the term "control' (including the terms `controlling," "controlled by" ;and
"under common control with") means the possession, direct or indirect, of the power to direct or
cause the direction of the management and policies of a Person, whether through the ownership
of voting interests, by contract or otherwise.
"Assets" has the meaning set forth in Section 2.2.
"Assumed Contracts" has the meaning set froth in Section 2.2(0.
"Assumed Liabilities" has the meaning set forth in Section 2.5.
"Audits" means any federal, state, local or foreign audits or other administrative
proceedings or court proceedings.
"Business" has the meaning set forth in the Background Statement.
"Business Day" means any day other than Saturday, Sunday or any day on which banks
located in North Carolina are authorized or obligated to close.
"Business Wormation" means all information and materials relating to the Business or
the Assets, whether in oral, written, graphic or machine-readable form, that is proprietary in
nature, including without limitation all specifications, user, operations or systems manuals,
diagrams, graphs, models, sketches, technical data, research, business or financial information,
plans, strategies, forecasts, forecast assumptions, business practices, marketing information and
material, customer names, proprietary ideas, concepts, know-how, methodologies and all other
information related to the Business or the Assets; provided, however, that "Business
Infomration" will not include any of the foregoing that is then in the public domain.
"Charter Documents" means (a) the certificate or articles of incorporation and the
bylaws of a corporation, (b) the certificate of formation and partnership agreement of a
partnership, (c) the articles of organization and limited liability company agreement or operating
agreement of a limited liability company and (d) the charter, formation or constitutional
documents of any other legal entity, in each case including all amendments thereto.
"Claim" means any existing or threatened claim, demand, suit, action, investigation,
proceeding or cause of action of any kind or character (in each case, whether civil, criminal.
investigative or administrative and whether made by a Governmental Authority or any other
Person), known or unknown, absolute or contingent, asserted or unasserted, under any theory,
including, without limitation, contract, tort, statutory liability, strict liability, employer liability,
premises liability, products liability, breach orwarranty or malpractice.
"Closing" has the meaning set forth in Section 2.1.
"Closing Date" has the meaning set forth in Section 11.
"Code" means the Internal Revenue Code of 1986, as amended.
"Contract" means any written or oral contract, agreement, indenture, note, bond, loan,
instrument, lease, mortgage, license, franchise, obligation, commitment or other arrangement,
agreement or understanding.
"Conveyance Agreements" has the meaning set forth in Section 6.1.
"Dollars" means United States Dollars.

"Effective Date" has the meaning set forth in the preamble.
"Encumbrance" means any encumbrance, security interest, mortgage, deed of trust, lien,
charge, pledge, option, right of first refusal or similar right, easement, restrictive covenant, Claim
or restriction of any kind, including, without limitation, any restriction on the use, transfer,
receipt of income or other exercise of any attributes of ownership.
"Environmental Law" means each Law, Order or Permit relating to pollution, protection
or preservation of human health or the environment, including ambient air, surface water, ground
water, land surface or subsurface strata, and natural resume", and including each Lmv, Order or
Permit relating to emissions, discharges, releases or threatened releases of Hazardous Materials,
or otherwise relating to the manufacturing, processing, distribution, use, treatment, generation,
storage, containment (whether above ground or underground), disposal, transport or handling of
Hazardous Materials, or the preservation of the environment or mitigation of adverse effects
thereon and each Law. Order or Permit with regard to record keeping, notification, disclosure
and reporting requirements respecting Hazardous Materials.
"Excluded Assets" has the meaning set forth in Section 2.3.
"Excluded Liabilities" has the meaning set forth in Section 2.6.
"Fixed Assets" has the meaning set forth in Section 2.2(d).
"Governmental Authority" means any any nation or government any state or other
political subdivision, agency or instrumentality thereof, tiny governmental or quasi-govemnnemal
entity exercising executive, legislative, judicial, regulatory or administrative functions and anv
court or arbitrator havingjurisdiction over :my party hereto or any of its assets or properties.
"Hazardous Material" means any substance, material, contaminant, pollutant or waste
presently or hereafter listed, defined, designated or classified as hazardous, toxic. radioactive or
dangerous under any Environmental Law or regulated as such by any Governmental Authority
including, without limitation, any industrial substance, petroleum (or any derivative or by-
product thereof), radon, radioactive material, asbestos (or asbestos containing ma(erial), urea
Ibtmaldchyde, foam insulation, lead or polychlorinated biphenyls.
"I nclemnitees" has the meaning set forth in 'ection 8.1.
"Indemnifying Party" has the meaning set forth in Section 8.4(a).
"Intellectual Property" means all United States and foreign intellectual and industrial
property, including patent applications, patents and any reissues or reexaminations thereof.
trademarks, service marks, trademark/service mark registrations and applications, brand names,
trade names, entity manes, all other names and slogans embodying business m product goodwill
(or both), copyright registrations, mask works, copyrights, moral rights of authorship, rights in
designs, trade secrets, technology, inventions, discoveries, improvements, know-how,
proprietary rights, computer software and firmware, internst domain names, specifications,
drawings, designs, formulae, processes, methods, technical information, confidential and
proprietary information, and all other intellectual and industrial property rights, whether or not
subject to statutory registration or protection.
"Inventory" means all the inventory of finished products, raw materials and work in
process for products of Seller, wherever located, together with all rights of Seller against
suppliers of such inventor'.

"Law" means any applicable law, statute, code, ordinance, rule or regulation
promulgated by a), Governmental Authority, including any policy having the force and effect of
law, any rule ofcommon law and anyjudicial or administrative interpretation thereof.
"Legal Proceeding" means any judicial, administrative, regulatory or wbitml
proceeding, investigation or inquiry or administrative charge or complaint pending at law nr in
equity by or before any Govemmental Authority.
"Liabilities" memms any and all Claims, debts, liabilities and obligations of any nature
whether absolute or contingent, asserted or unnsserled, accrued or unaccmed, known or
unknown, liquidated or otherwise.
"Licensed Intellectual Property" has the meaning set forth in Section 3.1 I(a).
"Licenses" has the meaning set forth in Section 3,1 I(a).
"Loss"" means all Liabilities, losses, damages, diminutions in value, costs (including,
without limitation, costs of investigation), fines, fees and expenses (including reasonable
attorneys' fees incident to any of the foregoing).
"Order" means any order, injunction, judgment, decree, ruling, writ, assessment or
arbitration award by a Governmental Authority of competent jurisdiction.
"Ordinary Course of Business" means the usual :and ordinary course of business for the
Business, consistent with past practice.
"Permit" means any written approval, consent, exemption, franchise, license, pcnmit,
waiver, registration, tiling, certificate or other authorization required or issued by any
Governmental Authority to conduct the Business as currently conducted m as proposed to be
conducted following this transaction.
"Person" means any natural person, corporation, partnership, firm, joint venture, limited
liability company, association, joint-stock company, trust, unincorporated organization,
Governmental Authority or other legal entity.
"Purchaser" has the meaning set forth in the preamble.
"Purchase Price" has the meaning set forth in Section 2.4.
"Purchaser Documents" has the meaning set forth in Section 4.2.
"Real Property" tins the meaning set forth in Section 2.10l.
"Records" means files, documents, instruments, papers, computer files and records and
any other records, whether stored electronically, evidenced in writing, or otherwise.
"Related Parties" means, with respect to any Person, the Affiliates, shareholders ,and
beneficial owners (whether direct or indirect), directors, officers, employees and consultants of
such Person, and the family members of each of the foregoing who are natural persons.
"Seller" has the meaning set forth in the preamble.
"Seller Contract" means any Contract to which Seller is a party, obligor or beneficiary
or by which any of the properties and assets of Seller is bound.
"Seller Documents" has the meaning set forth in Section 3.2.

"Taxes" (including, with correlative meaning, the terns "Tax') means all taxes, charges,
fees, levies, duties, penalties, assessments or other amounts imposed by or payable to any
foreign, federal, state, local or other taxing authority or agency, including without limitation
income, gross receipts, profits, windfall profits, gains, minimum, alternative minimum,
estimated, ad valorem, value added, severance, stamp, customs, import, export, utility, use,
service, excise, property, sties, transfer, franchise, payroll, withholding. social security,
disability, employment, workers compensation, unemployment compensation and other taxes,
and including any interest, penalties or additions attributable thereto.
"Tax Return" means any return, report, infonnntion return or other document (including
any related or supporting information) required to be prepared with respect to Taxes.
"Third Party" means any Person other than Seller, the Shareholders, Purchaser or any of
their respective Affiliates.
Section 1.2 Certain Interpretive Matters. In this Agreement, unless the context
otherwise requires:
(.t) words of the masculine, neater, or feminine gender shall include the
masculine, neuter, and/or feminine gender;
(b) reference to any Person includes such Person's successors and assigns hut,
if applicable, only if such successors and assigns tore permitted under this Agreement, and
reference to a Person in a particular capacity excludes such Person in any other capacity;
(c) whenever the plural form of a word is used in this Agreement, that word
will include the singular Form of that word, and whenever the singular form of a word is
used in this Agreement, that word will include the plural form of that wont;
(d) the term "or" does not exclude any of the items described;
(e) "including' (and with correlative meaning "include") means including
without limiting the generality of any description preceding or succeeding such term;
(f) the headings of any article, section, schedule or exhibit of this Agreement
are for convenience only and in no way modify, interpret, or construe the meaning of
specific provisions of the Agreement;
(g) reference to any Law means such Law as amended, modified codified, or
reenacted, in whole or in part, and in effect from time to time, including rules and
regulations promulgated thereunder; and
(h) any agreement, instrument, insurance policy. Law, suave, regulation, rule,
or order defined or referred to herein or in any agreement or instrument that is referred to
herein means such agreement, instrument, insurance policy, statute, regulation, rule, or
order as from time to time amended, modified, or supplemented, including (in the case of
agreements or instruments) by waiver or consent and (in the rase of statutes, regulations,
rules, or orders) by succession of comparable successor statues, regulations, rules, or
orders and references to all attachments thereto and instruments incorporated therein.

The parties further acknowledge and agree that: (a) (his Agreement is the result of
negotiations among (he parties and shall not be deemed or construed as having been drafted by
any one party: (h) each party and its counsel have reviewed and negotiated the temts and
provisions ofthis Agreement (including any exhibits and schedules attached hereto) and have
contributed to its revision; (c) the rule of construction to the effect that any ambiguities are
resolved against the drafting party shall not be employed in the interpretation of this Agreement;
and (d) the terms and provisions of this Agreement shall he construed fairly as to all parties
hereto and not in favor of or against any party, regardless of which party was generally
responsible for the preparation of this Agreement.
ARTICLE 11
PURCHASE AND SALE OF ASSETS AND ASSUMPTION OF LIABILITIES
Section 2.1 Closing. The consummation of the transactions contemplated by this
Agreement the "Closing") will take place at the offices of Seller located at 11635 NC 138
Highway, Norwood, North Carolina 2g i28 contemporaneously with the execution of this
Agreement. The date on which the Closing occurs is referred to in this Agreement as the
"Closing Date." For all purposes, the Closing shall be deemed to be effective as of 11:59 P.M.
Norwood, N.C. local time on (he Effective Date. All proceedings to be taken and all documents
to be executed and delivered by all parties at (lie Closing will be deemed to have been taken,
executed and delivered simultaneously, and no proceedings will be deemed taken nor any
documents executed or delivered until all have been taken, executed and delivered.
Section 2.2 Purchase and Sale of the Assets. On the terns and subject to the
conditions set forth in this Agreement, at the Closing, Setter will sell, assign, transfer, convey
and deliver the Assets to Purchaser, and Purchaser will purchase, acquire and accept the Assets
from Seller. The "Asse(s" consist of all of Seller's rights. title and interests in and to the
Business, the goodwill of Seller related to the Business and all of the assets, properties and rights
of Seller (other than, in each case, the Excluded Assets), wherever located, whether tangible or
intangible, recorded or unrecorded, as the same exist as of the Closing, including, without
limitation, all of Seller's rights, title and interests in and to the assets, properties and rights
described in the following paragraphs:
(a) All real property owned by Seller and located at 11635 NC 138 Highway,
Norwood, North Carolina 2812g, which is more particularly described rot
Schedule 2.2(a), together with all easements and appurtenances thereto mud all buildings,
fixtures and other improvements thereon (the "Real Property")
(b) all Inventory;
(c) all leasehold improvements, furniture, furnishings, fixtures, equipment,
machinery, vehicles, parts, signage, tools, materials, supplies, maintenance supplies,
office supplies, computers and other hardware and other tangible personal property
(collectively, "Nixed Assets");

(d) all rights under or pursuant to all warranties, representations and
guarantees made by suppliers, manufacturers, contractors or others in connection with file
operation oft lie Business or affecting the Fixed Assets;
(e) all Seller Contracts set forth on Schedule 2.2(c), and all rights and
remedies of Seller under such Contracts (including any rights of recovery or set off and
rights of recoupment), subject to Seller obtaining any required consents to the assignment
of such Contracts (collectively, the "Assumed Contracts");
(p all cash, bank accounts, certificates of deposit, treasury hills, treasury
notes and marketable securities;
(g) all accounts receivable and all notes receivable (whether short -teen or
long-term);
(h) prepaid expenses made or paid to utility companies, vendors or otherwise,
together with any unpaid interest accrued thereon from the respective obligors and any
security or collateral therefor, including recoverable deposits and any Tax refund due
with respect to any period prior to the Closing; and
(i) all Permits (to the extent permitted by applicable Law to be transferred);
Q) all books, Records, or other data relating to the Business, including,
without limitation, employee files, pricing guidelines, studies, reports, customer lists,
customer prospect lists, vendor and supplier lists, mailing lists, customer sales and
payment histories, all documents and information relating to utilization patterns,
customer relations, costs, inventory, machinery and equipment, sales and purchasing,
promotional, instructional or educational documentation, other general administrative or
marketing information, and copies of financial statements and tax returns;
(k) all telephone numbers, facsimile numbers, interact addresses, domain
names and rights, and directory listings relating to the Business;
(1) all marketing brochures and materials and other printed or written
materials in any form or medium relating to Seller's ownership of or operation of the
Business that Seller is not required by Law to retain, and duplicates of any such materials
that Seller is required by Law to retain;
(m) all Intellectual Property (including the rights to sue for (and remedies
against) past, present and future infi'ingements thereof; acid rights of priority and
protection of interests therein under applicable Laws;
(it) all Claims relating to any of the other Assets and all affirmative defenses,
applicable statute of limitations, cross claims, counterclaims, set -offs or third party
claims, claims for collection, indemnity rights and other claims and causes of action
arising out of occurrences before or alter the Closing and other intangible rights and
assets in each case relating to any other Assets or any Assumed Liability.

Section 2.3 Excluded Assets, The Assets sold, assigned, transferred, conveyed and
delivered by Seller to Purchaser pursuant to this Agreement will not include any of the following
assets, rights and interests of Seller (collectively. the "Excluded Asscts'7:
(a) Any Seller Contracts set forth on Schedule 2.6;
(b) Pension, profit sharing or savings plans and trusts and the assets thereof.
(c) Minute books and stock books of Seller or any of its predecessors in
interest.
Section 2.4 Purchase Price. The aggregate consideration to be paid by Purchaser to
Seller as consideration for the purchase and sale of the Assets is $2,574,824.69 (the "Purchase
Price"). The Purchase Price shall be payable on the Closing Date in immediately available
funds directly to (i) Wachovia Rank, N.A. in the amount of $2.324,085.79 and (ii) Lee Farmer in
the amount of S250,738.90.
Section 2.5 Assumption of Assumed Liabilities. Subject to the conditions set forth
in this Agreement, at the Closing, Seller will transfer and assign the Assumed Liabilities to
Purchaser, and Purchaser will assume the Asslmted Liabilities front Seller, all to be effective as
of the Closing. The "Assumed Liabilities" consist of the obligations, rights and remedies of
Seller after the Lffective Date pursuant to the Assumed Contracts, other than Liabilities resulting
from any breach or default (or event that with notice or lapse of time, or both, would constitute a
breach or default) by Seller thereunder, and the Liabi lilies set forth on Schedule 2.5.
Section 2.6 Excluded Liabilities. Purchaser will not assume or become liable for any
of the following Liabilities of Seller (collectively, the "Excluded Liabilities'):
(a) any Seller Contracts set forth on Schedule 2.6;
(b) all Liabilities in respect of any of the Excluded Assets;
(c) all Liabilities relating to any director, officer, employee, consultant or
other agent of Seller not expressly assumed by Purchaser;
(d) all Liabilities relating to the litigation matters not expressly assumed by
Purchaser;
(e) all Liabilities relating to the conduct of the Business or the operation of
the Assets for all periods through and including the Closing Date;
(1) all Taxes of, or in respect of, Seller for all taxable periods, whenever
incurred, and all Taxes attributable to or incurred in connection with the Business or the
Assets for all taxable periods through and including the Closing Date; and
(g) all other Liabilities not expressly assumed by Purchaser pursuant to
Section 2.5.

Section 2.7 'fax Allocation. The Purchase Price will be allocated for Tax purposes as
set furth in Schedule 2.7. Subject to the requirements of any applicable 'fax law, each of the
parties hereby covenants and agrees that it will not take a position on any Tax Return, before any
Governmental Authority charged with the collection of any *Tax or in any Legal Proceeding that
is in any way inconsistent with the terms of this Section 2.7 and that it will make consistent use
of such allocation, fair market values and useful lives for all Tax purposes and in all filings,
declarations and reports with the Internal Revenue Service in respect thereof, including the
reports required to be filed under Section 1060 of the Code. In any Legal Proceeding related to
the determination of fury Tax, no party shall contend or represent that the allocation determined
by the parties in accordance herewith is not a correct allocation.
ARTICLE II I
REPRESENTA'I-IONS AND WARRAN'I'I ES OF SP.LLF.R
For the purposes of this Agreement the phrase "to Seller's knowledge" and any similar
phrases regarding Seller's knowledge, shall mean only the actual knowledge of Seller's officers
and directors. Seller hereby represents and warrants to Purchaser that:
Section 3.1 Omanization. Seller is a corporation, duly organized and validly existing
under the laws of the State of North Carolina. Seller has Poll power and authority to own, lease
and operate its assets and properties and to conduct the portion of the Business conducted by it.
Section 3.2 Ftaforceability. Seller has full power and authority to execute and deliver
this Agreement and each of the other agreements, certificates and instruments In be executed by
Seller in connection with or pursuant to this Agreement (collectively, and together with this
Agreement, the "Seller Documents"), to perform its respective obligations under Seller
Documents and to consummate the transactions contemplated by the Seller Documents. The
execution and delivery by Seller of the Seller Documents, the performance by Seller of its
obligations under the Seller Documents and the consummation by Seller of the transactions
contemplated by the Seller Documents have been duly authorized by all necessary corporate
action. This Agreement has been duty and validly executed and delivered by Seller and
constitutes the legal, valid and binding obligation of Seller enforceable against Seller in
accordance with its terms. As of the Closing, the other Seller Documents will be duly and
validly executed and delivered by Seller and, upon such execution and delivery, will constitute
the legal, valid and binding obligations of Seller enforceable against Seller in accordance with
their respective terms.
Section 3.3 No Conflicts. To Seller's knowledge, the execution and delivery by
Seller of the Seller Documents and the performance by Seller of its respective obligations under
the Seller Documents do not, and will not:
(a) violate any provision of Law or any Permit;
(b) violate any provision of the Charter Documents of Seller; or
(c) require any consent, waiver, approval, registration, order, action or
authorization of, declaration or filing with or notification to, any Governmental Authority

or other Person (whether pursuant to a Contract or otherwise), other than a consent,
waiver. approval, mnhorivation, declaration, filing or notification that has been obtained
or made prior to the execution and delivery by Seller ofthis Agreement.
Section 3.4 Assets. Seller has. ot will have at Closing, as applicable, good and
marketable title to all of the Assets, free and clear of all Encumbrances. The execution and
delivery of the Conveyance Agreements by Seller at the Closing will convey to and vest in
Purchaser good and marketable title to the Assets, lice and clear of all Encumbrances.
Section 3.5 Undisclosed Liabilities. To Seller's knowledge, Seller has no Liabilities
other than those [lint have been set forth on the schedules hereto or set forth and accounted for on
Seller's financial statements.
Section 3.6 Leal Procecdings. To Seller's knowledge, except as set forth on
Schedule 3, , there are no Legal Proceedings pending or threatened that could affect the validity
of this Agreement or any action taken or to be taken by Seller in connection with the
consummation of the transactions contemplated by this Agreement. To Seller's knowledge, none
of Seller, the Business and the Assets are subject to or bound by any Order currently in effect.
Section 3.7 Insurance. To Seller's knowledge, all of the material properties of Seller
are insured for the benefit of Seller, and will be so insured through the Closing Date, in amounts
and against risks customary in similar businesses for similar properties.
Section 3.8 Coinnliance with Low. To Seller's knowledge, Seller has complied, in
all material respects, with all Laws that are applicable to the business, including without
limitation all laws relating to occupational health and safety, product quality and safety and
employment and labor matters. No Legal Proceeding has been served or is threatened against
Seller with respect to the Business alleging any such failure to comply.
Section 39 Permits. To Seller's knowledge, Seller has all Permits necessary for the
conduct of the Business as currently conducted, all such Permits are in full force and effect and
Seller is in compliance with the requirements of all such Permits. No loss or expiration of;my
Permit is pending, threatened or reasonahly foreseeable, other than expiration of Permits that
may be renewed in the Ordinary Course of Business without lapsing.
Section 3.10 Environmental Matters.
(a) Legal Conmlianee. To Seller's knowledge, except as set forth on
Schedule 3.10, the Business is now mud has always been conducted in compliance wilt
all Environmental Laws. With respect to the Real Property during Seller's ownership and
time of occupancy, except as set forth on Schedule 3.10, no Hazardous Materials have
been released into the environment, or deposited, discharged, placed or disposed of at, on,
from or tinder the Leased Property in violation of any Law. No portion of the Leased
Property is presently being used for the disposal, storage, treatment, processing or other
handling of Hazardous Materials in violation of any Law, and no Hazardous Materials are
located on the Leased Property in violation of any Law, except as set forth on
Schedule 3.10.

(b) Absence of USTs and N:onrdous Materials. During Seller's ownership
and time of occupancy no asbestos or asbestos containing materials have been installed,
used, incorporated into, or disposed of on or in connection with any of the Assets or the
Real Properly, and no asbestos or asbestos -containing materials are present in any of the
Assets or on the Real Property. During Seller's ownership and time of occupancy no
polychlorinated biphenyls have been introduced to or used in connection with the Assets
or the Real Property, in the form of electrical transformers, fluorescent light fixtures with
ballasts, cooling oils, or any other device or form and no such polychlorinated biphenyls
are present on the Real Property. There are no underground storage tanks ("USTs")
installed on or existing in connection with the Leased Property. All USTs previously
located on the Real Properly, if any, were removed in accordance with all applicable
Environmental Laws. Except as set forth on Schedule 3.10, there is no indication of any
environmental violations or of any Hazardous Materials or residue therefrom on, about or
under the Kcal Property or migrating to or from the Real Property.
(c) No Claims or Proceedings. To Seller's knowledge, Seller is not subject to
any pending Claim or Legal Proceeding investigating, asserting or alleging the violation
of any Enviromnental Law. Neither Seller, nor any of its respective properties and assets,
are subject to any Liability relating to any Claim or Legal Proceeding, any settlement
thereof or any Order asserted, arising under or relating to any Environmental I,aw.
Except as set forth on Schedule 3.10, there are no environmental conditions regarding the
Business or the assets of Seller that could reasonably be anticipated to (i) form the basis
Of any Claim against the Business, Seller's assets or Seller, or (ii) cause the Business or
Seller's assets to be subject to tiny resuicimn on ownership, occupancy, use or transfer
under any Environmental Law.
(d) No Notices or "fhreats of Liability. Seller has not received any notice,
demand letter or request for intunnation from any Governmental Authority or other
Person indicating, asserting or alleging that Seller is, may be, has or may have violated
any Environmental Law, may be liable under any Environmental Law or may be a
potentially responsible party at any Superfund site. No Governmental Authority or other
Person has threatened to initiate any Claim, Legal Proceeding or investigation relating to
the violation or possible violation of arty Environmental Law by Seller.
(e) Environmental Reports. No reports have been filed, or are required to be
filed, by Seller, or relating to the Business or any of its properties and assets, concerning
the release of any Hazardous Material or the threatened or actual violation of any
Environmental Law,
Section 3.11 No Misrepresentations. The representations, warranties and statements
made by Seller in or pursuant to this Agreement are true, complete and correct in all material
respects and do not contain any untrue statement of a material fact or omit to state any material
fact necessary to make any such representation, warranty or statement, under' the circumstances
in which it is made, not misleading. Seller has disclosed to Purchaser all facts and infomtation
material to the proposed purchase of the Assets hereunder that is known to Seller.

ARTICLE IV
REPRESENTATIONS ANDWARRANIIF:SOF PURCIIAS17R
For the purposes of this Agreement the phrase "to Purchaser's knowledge" and any
similar phrases regarding Purchaser's knowledge, shall mean only the actual knowledge of
Purchaser's officers atul directors. Purchaser hereby represents and warrants to Seller that:
Section 4.1 Organization. Purchaser is a limited liability company, duly organized
and validly existing under the laws of the State of North Carolina. Purchaser has full power and
authority to own, lease mid operate its assets and properties and to conduct the portion of the
Business conducted by it.
Section 4.2 Enforceability. Purchaser has fill corporate power and authority to
execute and deliver this Agreement and cacti of the other agreements, certificates and
instruments to he executed by Purchaser in connection with or pursuant to this Agreement
(collectively, and together with this Agreement the "Purchaser Documents"), to perform its
obligations under the Purchaser Documents and to cnnsumnlate the transactions contemplated by
this Agreement The execution and delivery by Purchaser of the Purchaser Documents, the
performance by Purchaser of its obligations under the Purchaser Documents and the
consummation by Purchaser of the transactions contemplated by the Purchaser Documents have
been duly authorized by all necessary corporate action. This Agreement has been duly and
validly executed and delivered by Purchaser and constitutes the legal, valid and binding
obligation of Purchaser enforceable against Purchaser in accordance with its terms. As of the
Closing, the other Purchaser Documents will be duly and validly executed and delivered by
Purchaser and, upon such execution and delivery, will constitute the legal, valid and binding
obligations of Purchaser enforceable against Purchaser in accordance with their respective terms.
Section 4.3 Nu Conflicts. To Purchaser's knowledge, the execution and delivery by
Purchaser of the Purchaser Documents and the performance by Purchaser of its respective
obligations under the Purchaser Documents do not, mud will not:
(a) violate any provision of Law or any Permit;
(b) violate any prevision of the Charter Documents of Purchaser; or
(c) require airy consent waiver, approval, registration, order, action or
authorization of, declaration or tiling with or notification to, any Governmental Authority
or other Person (whether pursuant to a Contract or otherwise), other than a consent,
waiver, approval, authorization, declaration, tiling or notification that has been obtained
or made prior to the execution and delivery by Seller of this Agreement.
Section 4.4 Lentil Proceedings. To Purchaser's knowledge, titre are no Legal
Proceedings pending or threatened that could affect the validity of this Agreement or any action
taken or to be taken by Purchaser in connection with the consummation of the transactions
contemplated by this Agreement.

ARTICU'. V
COVENANT'S
Section 5.1 Further Assurances. At or following the Closing, and without further
consideration. Seller will execute and deliver to Purchaser such further instruments of
conveymae and transfer as Purchaser may reasonably request in order to more effectively
convey and transfer the Assets to Purchaser and to put Purchaser in operational control of the
Business, or fur aiding, assisting, collecting and reducing to possession any of the Assets or
exercising any rights with respect thereto. Each party to this Agreement agrees to execute any
and all documents and to perform such other acts as may be necessary or expedient to further the
purposes of this Agreenent and the transactions contemplated hereby.
Section 5.2 Confidentiality. From and after the Closing, Seller will, and will cause
each of its Related Persons, agents and representatives to, (a) maintain the confidentiality of the
Business Information (as defined below), using procedures no less rigorous than those used to
protect and preserve the confidentiality of their own proprietary information and (b) not, directly
or indirectly, (i) transfer or disclose any Business Information to any Third Party m (ii) take any
other action with respect to the Business Information that is inconsistent with the confidential
and proprietary nature thereof.
Section 5.3 Name Chanee. At or before the Closing Date, Seller will lake all
necessary action to change any legal name, assumed name or other name in which it conducts
business to a name sufficiently dissimilar to "Slanly Fixtures', in Purchaser's reasonable
judgment, to avoid confihsion. From and after the Closing. Seller will not use, and will prohibit
each of its Related Parties from using, any legal name, assumed name or other name in which it
conducts any business that, in Purchaser's reasonable judgment, contains names that arc not
sufficiently dissimilar to `Benton Landscape Design and Irrigation' or "Carolina Hardscapes".
Section 5.4 Non -Assignable Assumed Contracts. 'to the extent any of the approvals.
consents or waivers referred to in Section 6.5 have not been obtained by Seller as of the Closing
(such Assumed Contracts being the "Non -Assignable Assumed Contracts"), and Purchaser
elects to waive any conditions with respect thereto and proceed to Closing, Seller will:
(a) use its best efforts to cooperate with Purchaser in any arrangements
designed to provide the henefits of such Non -Assignable Assumed Contract (including,
without limitation, the right to receive all amounts owing to Seller thereunder) to
Purchaser: and
(b) use its best efforts to enforce, at the request of Purchaser and at the
expense and for the account of Purchaser, any and all rights of Seller arising from such
Non -Assignable Assumed Contract against such issuer or grantor thereof or lire other
party or parties thereto (including the right to elect to terminate such Non -Assignable
Assumed Contract in accordance with the terms thereof upon the written request of
Purchaser).
Section 5.5 Assistance with Permits and Filines. Seller will furnish Iurchaser with
all information concerning Seller or the Business that is required for inclusion in any application

or filing made by Purchaser to any Governmental Authority in connection with the transactions
contemplated by this Agreement. Seller will use commercially reasonable efforts to assist
Purchaser in obtaining any Permits, or any consents to assignment related thereto, that Purchaser
will require in connection with the continued operation of the Business and the Assets after the
Closing.
ARTICLE VI
SELLER CLOSING DELIVERIES
Section 6.1 Closing Deliveries. Seller shall deliver to Purchaser each of the following
at Closing:
(a) such wan'anty deeds, bills of sale, original titles for all titled Assets (if
any) duly endorsed by Seller, assignments, releases, consents to assignments and other
instruments of sale, conveyance, assignment, assumption and transfer satisfactory in form
and in substance to Purchaser as may be reasonably requested by Purchaser in order to
convey to the Purchaser all of Seller's rights, title Lind interests in and to the Assets and to
assign to Purchaser all of the Assumed Liabilities in the manner provided for in this
Agreement (collectively, the "Conveyance Agreements");
(b) a certificate of the Secretary of Seller certifying, as complete and accurate
as of the Closing, attached copies of the Charter Documents of Seller, certifying and
attaching all requisite resolutions or actions of Seller's board of directors and
shareholders approving the execution and delivery of this Agreement and the
consummation of die transactions contemplated herein and the change of name
contemplated by Section 53 and certifying to the incumbency and signatures of the
officers of Seller executing this Agreement and any other document relating to the
transactions contemplated by this Agreement and accompanied by the requisite
documents for amending the relevant Charter Documents of Seller required to efFect such
change of name in form sufficient fro filing with the appropriate Governmental
Authority;
(c) a receipt for the Cash Purchase Price paid to Seller at the Closing; and
(d) such other documents its Purchaser may reasonably request.
ARTICLE V I I
PURCHASER CLOSING DELIVERIES
Section 7.1 Closine Deliveries. Purchaser shall deliver to Seller each of the following
at Closing:
(a) the Purchase Price in immediately available fiords directly to (i) Wachovia
Bank, N.A. in the amount of $2,324,085.79 and (ii) Lee Fanner in the amount of
$250,738.90:

(b) executed originals of the Conveyance Agreements to the extent any such
Agreements are required to be executed by Purchaser; and
(c) a certificate of the Secretary of Purchaser certifying, as complete and
accurate as of the Closing attached copies of the Charter Documents of Purchaser and
certifying and attaching all requisite resolutions or actions of Purchaser's board of
directors approving the execution and delivery of this Agreement and the consummation
of the transactions contemplated herein and certitying to the incumbency and signatures
of the officers of Purchaser executing this Agreement and any other document relating to
the I ransactiotis contemplated herein: and
(d) such other documents as Seller may reasonably request.
ARTICLE VIII
INDEMNIFICATION
section 8.1 Indemnification by Seller. Seller agrees to indemnity, defend and hold
Itannless Purchaser and its shareholders, directors, officers, agents, and representatives from and
against any and all Claims and Losses which Purchaser may sustain at any time by reason of
(a) the breach or inaccuracy of or failure to comply with, or the existence of any facts resulting in
the inaccuracy of, any of the warranties, representations, covenants or agreements of Seller
contained in this Agreement or (b) the ownership or operation of the Assets prior to the Effective
Date, and not otherwise assumed by the Purchaser pursuant to this Agreement.
Section 8.2 Indemnification by Purchaser. Purchaser agrees to indemnify, defend
and hold harmless Seller and its shareholders, directors, officers, agents, and representatives
from and against any and all Claims and Losses which Seller may sustain at any time by reason
of (a) the breach or inaccuracy or or failure to comply with, or the existence of any facts
resulting in the inaccuracy of, any of the warranties, representations, covenant; or agicen ents of
Purchaser contained in this Agreement or (b) the ownership or operation of the Assets following
the Effective Date,
Section 8.3 Materiality. \Vith respect to any claim for indemnification under this
Article VIII relating to a breach (or alleged breach) of a representation or warranty that contains
a materiality qualifier, such materiality qualifier will be considered for purpose% of determining -
whether a breach of such representation and warranty has occurred, but such materiality qualifier
will not be considered in determining the amount of the Losses arising out ol'such breach.
Section 8.4 Survival of Provisions: Nonwaiver. The representations and warranties,
affirmative obligations and indemnification provisions contained throughout this Agreement
shall survive the (losing and the delivery of all required documents hereunder, and shall
continue in effect for a period of two (2) years following the Closing Date. However, in the event
of any fraud or misrepresentation on the part of Seller, Iurchaser's claim therefore shall survive
for the period provided by the applicable statute of limitations. Neither Purchaser nor Seller
shall be deemed to have waived the performance or henefit of any of the provisions of' this
Agreement by closing, or by any other conduct or statement, except that such waiver be in
writing, signed by the party waiving the matter described therein.

AR IACLE IX
'rAX MATTERS
Section 9.1 Cooperation for Certain Tax -Related Matters. Purchaser and Seller
will, and will cause their respective representatives and agents to, provide any requesting party
that is a party to this Agreement with such assistance and documents, without charge, as may be
reasonably requested by such party in connection with (a) the preparation of any 'I Return of
or relating to Seller, (b) the conduct of any Audit relating to liability for or refimds or
adjustments with respect to Taxes and (c) any other Tax -related matter that is a subject of this
Agreement. Such cooperation and assistance will be provided to the requesting party promptly
upon its request.
Section 9.2 Transfer Taxes. Notwithstanding any other provision of this Agreement
to the contrary. Seller will be liable for and will pay of all transfer (including real properly
transfer and documentary), sales, use, gains (including state and local transfer gains taxes),
excise and other transfer of similar Taxes incurred in connection with the transfer of the Assets
to Purchaser, other than any Taxes based upon or measured by net income (collectively,
"Transfer Taxes'). Purchaser and Seller will mutually cooperate in perfecting any exemption
from Transfer Taxes available in connection with the transactions contemplated by this
Agreement and in timely preparing and filing any Tax Returns required in connection with
Transfer 'I axes, provided, however, that in the case of any Tax Return required to be filed by
only one party. such party will not file such Tax Return without the written consent of the other
party, which consent will not be unreasonably withheld, conditioned or delayed.
ARTICLE' X
SIIARLHOLDER GUARANTY
Each Shareholder hereby guarantees to Purchaser the full and timely performance of all
of the covenants, obligations and agreements of Seller under this Agreement and Seller
Documents (the "Guarantee"): provided that no Shareholder shall be responsible for more than
15% of any amount the Seller may owe the Purchaser. 'file foregoing Guarantee shall include
file guarantee of the payment of all indemnifiable claims which become recoverable as a result
on the nonperformance of any of the obligations or agreements so guaranteed or as a result of the
nonperformance of this Guarantee. Purchaser may, at its option, proceed against either Seller or
any Shareholder or both for the performance of any such obligation or agreement, or for damages
for default in the performance thereof, without first proceeding against the other or against any of
its properties. Each Shareholder Ilmther agrees that its Guarantee shall be an irrevocable
extension and shall continue in effect notwithstanding any extension or modification for any
guaranteed obligation, any assumption of any such guaranteed obligation by any other party, or
airy other act or thing which might otherwise operate as a legal or equitable discharge of a
guarantor, and each Shareholder hereby waives all special suretyship defenses and notice
requirements.

ARTICLE x1
MISCELLANEOUS
Section 11.1 Article, Section. Schedule and Exhibit References. Except as otherwise
specifically provided, any reference to any article, section, schedule or exhibit will he deemed to
refer to such article, section, schedule or exhibit of or to this Agreement.
Section 11.2 ']'fine of Essence. With regard to all dates and time periods set Forth or
referred to in this Agreement, time is of the essence.
Section 11.3 Entire Agreement. 'I'hc exhibits wid Schedules to this Agreement are
hereby incorporated and made a part hereof and are an integral part of this Agreement. This
Agreement (including such exhibits and schedules) represents, and is intended to be, a complete
statement of all of the terns and the arrangements between the parties to this Agreement with
respect to the matters provided Ibr in this Agreement, supersedes any and all previous oral or
written and all contemporaneous oral agreements, understandings, negotiations and discussions
between the parties to this Agreement with respect to those matters.
Section 11.4 Jurisdiction: Service of Process. Any Legal Proceeding arising out of or
relating to this Agreement or any transaction contemplated herein may be brought in the courts
of the Slate of North Carolina, County of Staidly. or, if it has or can acquire jurisdiction, in the
United States District Court for the Middle District of North Carolina, and each of the parties
irrevocably Submits to ]fie exclusive jurisdiction of each such court in any such Legal
Proceeding, waives tiny objection it may now or hereafter have to venue or to convenience of
forum, agrees that all claims in respect of the Legal Proceeding shall be heard ,and determined
only in any such court and agrees not to bring any Legal Proceeding arising out of or relating to
this Agreement or any transaction contemplated herein in any other court. The parties agree that
either or both of them may file a copy of this Section with any court as written evidence of the
knowing, voluntary and bargained agreement between the parries irrevocably to waive any
objections to venue or to convenience of forum. Process in any Legal Proceeding referred to in
the first Sentence of this section may be served on any party anywhere in the world.
Section 11.5 GOVERNING LAW.THIS AGREEMENT AND ANY
CONTROVFRSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT
SHALT. BE GOVERNED BY, INTERPREJED AND CONSTRUED IN ACCORDANCE
WIT11 THE LAWS OF THE STATE OF NORTil CAROLINA WITHOUTGIVING EFFECT
TO THE PRINCIPLES OF CONFLICTS OF LAWS OR ANY OTHER PRINCIPLE; TITA'1
COULD RESULT IN THE APPLICATION 017 THE LAWS OF ANY OTHER
JURISDICTION,
Section 11.G Specific Performance. Purchaser and Seller each acknowledge and agree
that the breach of this Agreement would cause irreparable damage to one or more of the other
parties and that such other party or parties will not have an adequate remedy at law. Therefore,
the obligations of Purchaser and Seller under this Agreement will be enforceable by a decree of
specific performance issued by any court of competent jurisdiction, and appropriate injunctive
relief may be applied For and granted in connection therewith. Additionally, each party agrees to
waive the defense in any suit that such other party has an adequate remedy at law and to

interpose no opposition, Ieaal or otherwise as to the propriety of specific pertbrntance as a
remedy. Such remedies, however, will he cumulative and not exclusive and will be in addition
to any other remedies that any party may have under this Agreement or otherwise.
Section 11.7 Expenses.
(a) Except as otherwise expressly provided in this Agreement and regardless
of whether the transactions contemplated in this Agreement are consummated, each of
the parties to this Agreement will bear its own expenses (including, without limitation,
fees and disbursements of its counsel, accountants, financial advisors and other experts),
incurred in connection with the preparation, negotiation, execution, delivery and
performance of this Agreement, each of the other documents and instruments executed in
connection with or contemplated by tlris Agreement and the consummation of the
transactions contemplated by this Agreement and thereby.
(b) If attorneys' fees or other costs are incurred to secure performance of any
obligation under this Agreement, to establish damages for the breach thereof or to obtain
any other appropriate relief, whether by way of prosecution or defense, the prevailing
party will be entitled to recover reasonable attorneys' fees and costs incurred in
connection therewith.
Section 11.8 Notices. All notices, requests, demands, and determinations under this
Agreement (other than routine operational communications), must be in writing and will be
deemed duly given (a) when delivered by hand, (b) one (1) day after being given to a nationally
recognized overnight courier with a reliable system for tracking delivery or (c) five (5) days after
the day of mailing, when mailed by registered or certified mail, return receipt requested, postage
prepaid, and addressed as set forth below. A party may from time to time change its address or
designee for notification purposes by giving the other written notice of the new address or
designee and the date upon which it will become effective.
If to Seller: Starkly Fixtures Company, Inc.
11635 NC 138 Highway,
Norwood, North Carolina 28128
Phone: [phone]
Attention: Harold Thompson
If to Purchaser: Stanly Fixtures Acquisition, 11C
11635 NC 138 Highway.
Norwood. North Carolina 28128
Phone: [phone]
Attention: tioyce'rhompson
Section 11.9 Severability. If any provision of this Agreement is determined to be
invalid, illegal, or unenforceable, the remaining provisions of this Agreement shall remain in full
force; Provided that the essential provisions of this Agreement for each party remain valid
binding and enforceable,

Section I1.10 No Assignment. No assignment of this Agreement or of any rights or
obligations under this Agreement may be made by any party (by operation of Law or otherwise)
without the prior written consent of each of the other parties to this Agreement and any
attempted assignment without such required consents will be void.
Section If.]I Binding Effect. This Agreement will be binding upon and inure to the
benefit of the parties and their respective successors and assigns. Nothing in this Agreement will
create or be deemed to create any third party beneficiary rights in any Person not party to this
Agreement except to the extent such obligations are specifically assumed.
Section 11.12 Amendments. This Aye eement may be amended, supplemented or
modified, and tiny provision hereof may be waived, only by written instrument making specific
reference to this Agreement signed by Purchaser and Seller. Except as otherwise provided in this
Agreement, no action (other than a waiver) taken pursuant to this Agreement, including, without
limitation, any investigation by or on behalf of any party, will be deemed to constitute a waiver
by the party taking such action of compliance with any representation, warranty, covenant or
agreement contained in this Agreement. The waiver by any party to this Agreement of a breach
of any provision of this Agreement will not operate or be construed as a further or continuing
waiver of such breach or as a waiver of any other or subsequent breach. f_xcept as otherwise
expressly provided in this Agreement, no failure art the part of any partv to exercise, and no
delay in exercising, any right, power or remedy under this Agreement will operate as a waiver
thereof, nor will any single or partial exercise of such right. power or remedy by such party
preclude any other or further exercise thereof or the exercise crony other right, power or remedy.
All remedies under this Agreement are ctunulative and are not exclusive of any other remedies
provided by Law.
Section 11.13 Counterparts. This Agreement may he executed by each of the parties
hereto on any number of separate counterparts, each of which shall be an original and all of
which taken together shall constitute one and the same instrument. Delivery of an cxccuted
counterpart signature page to this Agreement in Portable Document Format (PDF) or by
facsimile transmission shall be as effective as delivery of a manually executed original
counterpart thereof.
Section 11.14 Incorporation by Reference. All of the schedules and exhibits hereto
referred to in this Agreement are hereby incorporated herein by reference and shall be deemed
and construed to be a part of this Agreement for all purposes.
SIGNATURES FOLLOW]

IN WITNESS WHEREOF, Seller and Purchaser have caused this Agreement to be
executed by their duly ;uuhorized managers or offers, all as of the Effective Date.
SELLER:
STANLY FIXTURES COMPANY, INC.
By: 4' -All,i �J
Name: HPQp -�) LD. TlAeYlos�e
Title: rkZSs bwaLT
SHAREHOLDERS:
Primed Name: Ronald S. Aldri c
P nted mr. Kemp M. Flowers
P K ted Name: Todd R. Curlee
Printed Name: Stecut . Cycmte
Printer Name: Lloyd N{,p. Lisk
s�Q
S &v G. �/ I UA7�4.0 '7
Prito I Name: Royce E. Th pson
-o._,.o 4-).
Printed Name: Harold W. Thompson
PURCHASER:
STANLY FIXTURES ACQUISITION, LLC
Naam7e:- /ooA R CueafE
Title: PRe ,u r

Schedule 2.2f4)
Real Prupeny Legal Description
TRACT I:
LYING and being on the west side of the Albemarle-Aquadale Road (H1901)
and BEGINNING at a stake in the center of said road, the northeast comer of the
lands conveyed to the Stanly fixtures Manufacturing Company, Inc.; thence with the
Stanly Fixtures Manufacturing Company, Inc. line, South 88-31 West 150 feet to a
stake, Stanly Fixtures Manufacturing Company, Tue.'s comer; thence with the line of
the Stanly Fixtures Manufacturing, file., North 1-29 West 135 feet to a stake in the
Norfolk -Southern Railroad right of way; thence with said right of way, North 88-31
East 268 feet to a stake in said road; thence with the center of said road, South 40-30
West 183 feet to a stake, the point of BEGINNING, as surveyed by Ellis I luneycutt,
County Surveyor, on July 29, 1966.
TRACT 2:
All or the premises as shown on it plat entitled "Property and Plat Site Map,
Stanly Fixtures Manufacturing Company, Inc.," which is duly recorded in Plat Book
6, Page 24, Stanly County Office of the Register of Deeds, as survey and platted by
Gerald H. Ehringer, Civil Engineer, 1970. The said plat covering the premises having
been amended now reflects the premises as Blocks A, B, C, D, E and P thereon, as
surveyed and platted by Gerald H. Elainger, Civil Engineer, 1971, and which remain
of record in Stanly County Office of the Register of Deeds in Plat Book 6, Page 24.
Together with all right, title and interest of Grantor in and to the land lying in
the bed of any street, road or avenue, opened or proposed, in front of or adjoining the
premises described above (or any part thereof), and in and to the appurtenances
thereto; and all the easements, way, rights, privileges, members, hereditaments and
appurtenances to such premises belonging or in any wise appertaining.
Each and all of the above premises are granted under and subject to any mid
all easements, right-of-ways, restrictions, reservations, covenants, leases or conditions
apparent on the premises, shown or referred to on the recorded Plat of the Premises or
shown in prior instruments of record in the chain of itle to Grantor.

Schedule 2.2(c)
.Assumed Contracts
I. Fixture Contract No. 721 )830-040, by and between Macy's Corporate
Services, Inc. and Stanly Fixtures Company, Inc. (re: Bloomingdale's
Santa Monica)
2. Fixture Contract No. 0212954-027, by and between Macy's Corporate
Services, Inc. and Stanly Fixtures Company, Inc. (re: Macy's Oakbrook
Remodel 10—Oakbrook, IL)
3. Short Fenn Contract No. 0812770-01 I, by and between ,Macy's Corporate
Services, Inc. and Stanly Fixtures Company, Inc. (re: Macy's Prescriptives
Backfill 09)
4. Contract Change Order # 1, by and between Macy's Corporate Services,
Inc, and Stanly Fixtures Company, Inc., dated February 4, 2010 (re:
Macy's Prescriptives Backfdl 09)
S. Contract Change Order 92, by and between Macy's Corporate Services,
Inc. and Stanly Fixtures Company, Inc., dated February 15. 2010 (re:
Macy's Prescriptives Backfill 09)
6. Contract Change Order 93, by and between Macy's Corporate Services,
Inc. and Stanly Fixtures Company, Inc., dated March 16, 2010 (re: Macy's
Prescriptives Backfill 09)
7. Contract Change Order #4, by and between Macy's Corporate Services,
[tic. and Stanly Fixtures Company, Inc., dated June 18, 2010 (re: Macy's
Prescriptives Backfill 09)
8. Contract Change Order #5, by and between Macy's Corporate Services,
Inc. and Stanly Fixtures Company, Inc., dated July t2, 2010 (re: Macy's
Prescriptives Backfill 09)
9. Agreement No. 40754, by and between Belk Department Stores I,P and
Stanly Fixtures Company, Inc., dated April 27, 2010 (re: Belk 9694,
1 larn ilton Place Mall — Chattanooga, TN)
10. Agreement No. 40755, by and between Belk Inc and Stanly Fixtures
Company, Inc., dated May 24, 2010 (re: Belk #246. Southgate Plaza —
Corinth, MS)
11. Purchase Order No. 33214, by and between Belk Store Services, Inc. end
Stanly Fixtures Company, Inc., dated June 28, 2010 (re: University Mall —
Pensacola, FL)
12. Purchase Order No. 33198, by and between Belk Store Services, lnc. and
Sutnly Fixtures Company, Inc., dated June 28, 2010 (re:'Fhe Avenues of
Murfreesboro -Murfreesboro, TN)
13. Purchase Order No. 33218, by and between Belk Store Services, Inc. and
Stanly Fixtures Company, Inc., dated June 28, 2010 (re. Regency Square —
Florence, AL)
14. Purchase Order No. 33219, by and between Belk Store Services, Inc. and
Stanly Fixtures Company, Inc,, dated June 28, 2010 (re: Madison Square —
Huntsville, AL)

15, Purchase Order No. 33220. by and between Belk Store Services, Inc. and
Stanly Fixtures Company, [tic.. dated June 28, 2010 (re: Colonial Gadsen
Mall -- Gadsen, A L)
16, Purchase Order No. 33217. by and between Belk Store Services. Inc. and
Stanly Fixtures Company, Inc., dated ,tune 28, 2010 (re: Northgate Mall —
Chattanooga, TN)
17. Purchase Order No. 33215, by and between Belk Store Services. Inc. and
Stanly Fixtures Company, Inc„ dated time 28, 2010 (rc: University Mull --
Columbus, MS)
I8. Purchase Order No. 33210, by and between Belk Store Services, Inc. and
Stanly Fixtures Com(xany, Inc., dated June 28, 2010 (re: Edgewater Mull —
Biloxi, NIS)
19. Purchase Order No. 33200. by and between Belk Store Services, Inc. and
Stanly Fixtures Company, Inc., dated June 28, 2010 (re: Pleasant Ridge
Town Center— Little Rock, AR)
20. Purchase Order No. 33213, by and between Belk Store Services, Inc. and
Stanly Fixtures Company, Inc., dated June 28, 2010 (re: Pecanland Mull —
Monroe, LA)
21. Purchase Order No. 33199, by and between Belk Store Services, Inc. and
Stanly Fixtures Company, Inc., dated June 28, 2010 (re: F,asidale Mall —
Montgomery, AL)
22. Agreement No. 40770, by and between Belk, Inc. and Stanly Fixtures
Company. Inc., dated June 3, 2010 (re: Belk k244, Coastal Grand — Myrtle
Beach, SC)
23. Fixture Contract, by and between Macy's Corporate Services, Inc. and
Stanly Fixtures Company, [tic., dated June 3, 2010 (re: Bloomingdale's
Santa Monica)
24. Agreement No. 40785, by and between Belk, Inc. and Sturdy Fixtures
Company, Inc., dated July 2, 2010 (re: Belk 4678, Dogwood Festival —
Flowc od, MS)
25. Equipment Lease 0287501-400 by and between Wells Fargo Equipment
Finance, Inc. and Stanly Fixtures Company, Inc., dated October 16, 2009
(re: I1OLZ-HER 1310-6 Edgbunder)
26. Equipment Lease No. SF0607 by and between Amano Business Credit
and Stanly Fixtures Company, Inc., dated August 27, 2007 (re: KIP3002
s rp SYS'rEM, S/N: 10513615)
27. All rights and remedies related to all Insurance Contracts.
Schedule 2.5
Assumed Liabilities
1. All Liabilities relating to the environmental matters described in that
certain "Phase 2 ESA Findings and Recommendations Letter", dated
June 15, 2010 from CESI Land Development Services

Schedule 2.6
Excluded liabilities
I . Any Liabilities relating I the Ilering v, .4tunly Fixlnrec, el at
2. Any Liabilities relating to or arising from Seller Contracts (including,
without limitation, any promissory notes, option agreements, security
agreements or any other Contract) with W achovia Bank. N.A.
3. Any Liabilities relating to or arising from Seller Contracts (including,
without limitation, any promissory notes, option agreements, security
agreements or any other Contract) with Lee Fanner
4. Any Liabilities related to wages and salaries accrued by any employees of
Seller prior to June I, 2010
Schedule 2.7
Tax Allocation
IINSERTI
Schedule 3.6
Legal Proceedings
1. Hering v. Slanly Fixtures. el al.
Schedule 3.10
Environmental Matters
1. The environmental matters described in that certain "Phase 2 ESA
Findings and Recommendations Letter", dined June 15, 2010 from CESI
Land Development Services

-Alpha Environmental
ALPHA
March 13, 2014
Division o
1612 Mail
Raleigh, N
Reference:
Sir:
Inc_
353 Harwood Street
P.O. Box 1760
Albemarle, N C 28002-1760
.0
A0emarle1N10
COhY
Certified Mail
7013 0600 0000 4624 3901
I am submitting the following on behalf of Stanly Fixtures
Acquisition LLC, formerly Stanly Fixtures Co Inc.
Attached, find two (2) copies of the PERMIT NAME/OWNERSHIP CHANGE
FORM.
Very truly yours,
Conrad A. Carter, Jr., P.E.
cc:
Stanly Fixtures Acquisition LLC
Ms. Betty Harrison
P. O. Box 616
Norwood, NC 28128
File: word\Stanly Fix\Stormwater\Name 5 Ownership Change-3-13-2014.doc

t

©t
Division of Energy, Mineral & Land Resources
�I
Land Quality Section/Stormwater Permitting
NCDENR
National Pollutant Discharge Elimination System
GnnGn[ uaNrtUnWii P[NTw
PERMIT NAME/OWNERSHIP CHANGE FORM
FOR AGENCY USE ONLY
Date Received
Year Month
De
1. Please enter the permit number for which the change is requested.
NPDES Permit (or) Certificate of Coverage
H. Permit status Prior to requested change.
a. Permit issued to (company name): 5 A N L,lf -r aa
b. Person legally responsible for permit: H A(2ZLt'� THE vtA 'av
n First MI last
1-/LES i D to i
Title
Permit 1-[older Mailing Address
City State Zip
(7u+) 414-.3 Af ( )
Phone Fax
c. Facility name (discharge):
d. Facility address: 11�•yr tit C it r[ pw;t Y 1,3fi
Address
City State Zip
e. Facility contact person: G c N t? A i,� A C'R R v ci ( 7c'4 ) 4,6 '7 - i; i 0
First / MI / Last Phone
III. Please provide the following for the requested change (revised permit).
a. Request for change is a result of: ® Change in ownership of the facility
Name change of the facility or owner
If other please explain:
b. Permit issued to (company name):
c. Person legally responsible for permit:
d. Facility name (discharge):
e. Facility address:
f. Facility contact person:
- � ANIY 5 A c4 ,, ri-v LI.L
TU.h:7 & CiRl6E
First MI Last
\l�J i17,N1
Title
Permit Holder Mailing Address
NORu c<to Ne- Z,Y/ tY `J\
City State Zip
(704) 47*-31.Y4 'j Ct:r�LEEC�S A+�aY Fl/.i�=d5. «•:r
Phone E-mail Address
Itz, �S /✓G li iL /I u'4Y (3t'r
Address
oALie I, C
City State Zip
Lc,wAA-ia A C'�¢R s E2
First MI Last
(74) 4L,7 - 1310 Evvrz llki.tb LOiwG AtAll,lc.:.
Phone
E-mail Address
IV. Permit contact information (if different from the person legally responsible for the permit)
Revised Jan. 27, 2014

NPDES PERMIT NAME/OWNERSHIP CHANGE FORM
Page 2 of 2
Permit contact: i y NHAP.tSc,j
First MI Last
'I Of=FICt;- 1�SbJSi � i
Title
Mailing Address
/�CRwcCt? NIL 'VIa•S
City n State Zip
PC4 ) 474' JJY'}- IICII (NR�RIS:haCJ.�IIA�-I ItI!T�I:6i (til\
Phone E-mail Address
V. Will the permitted facility contil ue to conduct the same industrial activities conducted prior
to this ownership or name change?
Yes
❑ No (please explain)
VI Required Items: THIS APPLICATION WILL BE RETURNED UNPROCESSED IF ITEMS
ARE INCOMPLETE OR MISSING:
This completed application is required for both name change and/or ownership change
requests.
0 Legal documentation of the transfer of ownership (such as relevant pages of a contract deed,
or a bill of sale) is required for an ownership change request. Articles of incorporation are
not sufficient for an ownership change.
I
..........................I
..............................................................................................
The certifications below must be completed and signed by both the permit holder prior to the change, and
the new applicant in the case of an ownership change request. For a name change request, the signed
Applicant's Certification is sufficient. I
PERMITTEE CERTIFICATION (Permit holder prior to ownership change):
1, "y "fattest that this application for a name/ownership change has been reviewed and is accurate and
complete to the best of my knowledge. I understand that if all required parts of this application are not
completed and that if all required supporting information is not included, this application package will be
returned as incomplete.
Signature Date
APPLICANT CERTIFICATION
roof
1,cja+.w, attest that this application for a dame/ownership change has been reviewed and is accurate and
complete to the best of my knowledge. I understand that if all required parts of this application are not
completed and that if all required supporting information is not included, this application package will be
returned as incomplete.
Signature Date
.....................................
PLEASE SEND THE COMPLETE APPLICATION PACKAGE TO:
Division of Energy, Mineral and Land Resources
Storinwater Permitting Program
1612 Mail Service Center
Raleigh, North Carolina 27699-1612
1
Revised Jan. 27, 2014

ASSET PURCHASE AGREEMENT
fly and Among
Stanly Fixtures Company, Inc.,
a North Carolina corporation,
as Seller,
Stanly Fixtures Acquisition, LLC,
a North Carolina limited liability company,
as Purchaser, and
Ronald S. Aldridge, Kenny M. Bowersjodd R. Curlee, Steven R. Cycotte
Lloyd W. Lisk, Boyce E. Thompson and Harold W. Thompson,
as Shareholders, and
Dated as of July L' , 2010, and effective as of .tune 30, 2010

ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT (this "Agreement"), dated as of July_,
2010 and effective as of June 30, 2010 (the "Effective Date"), is by and among Stanly Fixtures
Company, Inc., a corporation organized under the laws of North Carolina ("Seller'), Stanly
Fixtures Acquisition, LLC, a limited liability company organized under the laws of Nonh
Carolina ("Purchaser"), and Ronald S. Aldridge, Kenny M. Rowers, Todd R. Curlec, Steven R.
Cycoue Lloyd W. Lisk, Boyce E. Thompson and Harold W.'fhompson (each a "Silo reholder"
and collectively, the "Shareholders").
BACKGROUND S'rm Rm i:N'I'
Seller is operates a business primarily engaged in the manufacturing of shelving, lockers,
and office and store fixtures, plastics laminated fixture tops, and related fabricated products,
chiefly of wood at a manufacturing facility located in Stanly County, North Carolina and other
related businesses (collectively, the "Business") Where the context allows, the toms "Business'
shall also mean Seller and its predecessors insofar as the operation of the Business, as above
defined, is concerned.
Seller desires to sell, and Purchaser desires to purchase, the Business, the goodwill
associated with the Business, and substantially all of the other assets ol'Seller, all upon the terms
and subject to the conditions set forth in this Agreement.
Seller and Purchaser desire to make certain representations, warranties, covenants and
agreements in connection with the purchase and sale contemplated by this Agreement.
The Shareholders are all of the shareholders of Seller, and the consummation of the
transactions contemplated herein represents material benefits to each Shareholder.
STATEMENT OFAGREEMENT
NOW, THEREFORE, in consideration of the foregoing and mutual representations,
warranties, covenants and agreements hereinafter set forth, and for other consideration, the
receipt and sufficiency of which are acknowledged, the parties to this Agreement agree as
follows:
ARTICLE I
DEFINITIONS
Section 1.1 Definitions. As used in (his Agreement, the following terms have the
Ibllowing meanings:
"Agreement" has the meaning set forth in the preamble.
"Affiliate" means, with respect to a specified Person, any other Person or member of a
group of Person acting together that, directly or indirectly, through one or more intermediaries,

controls, or is controlled by or is under common control with, the specified Person. As used in
this Agreement, the term "control" (including the terms "controlling," "controlled by" and
"under common control with") means the possession, direct or indirect, of the power to direct or
cause the direction of the management and policies of a Person, whether through the ownership
of voting interests, by contract or otherwise.
"Assets" has the meaning set forth in Section 2,2.
"Assumed Contracts" has the meaning set forth in Section 2.2(el.
"Assumed Liabilities" has the meaning set forth in Section 2.5.
"Audits" means any federal, state, local or foreign audits or other administrative
proceedings or court proceedings.
"Business" has the meaning set forth in the Background Statement.
"Business Day" means any day other than Saturday, Sunday or any day on which banks
located in North Carolina are authorized or obligated to close.
"Business Information" means all infmmration and materials relating to the Business or
the Assets, whether in oral, written, graphic or machine-readable form, that is proprietary in
nature, including without limitation all specifications, user, operations or systems manuals,
diagrams, graphs, models, sketches, technical data, research, business or financial information,
plans, strategies, forecasts, forecast assumptions, business practices, marketing information and
material, customer names, proprietary ideas, concepts, know-how, methodologies and all other
information related to the Business or the Assets; provided, however, that "Business
Information" will not include any of the foregoing that is then in the public domain.
"Charter Documents" means (a) the certificate or articles of incorporation and the
bylaws of a corporation, (b) the certificate of formation and partnership agreement of a
partnership, (c) the articles of organization and limited liability company agreement or operating
agreement of a limited liability company and (d) the charter, formation or constitutional
documents of any other legal entity, in each case including all amendments thereto.
"Claim" means any existing or threatened claim, demand, suit, action, investigation,
proceeding or cause of action of any kind or character (in each case, whether civil, criminal,
investigative or administrative and whether made by a Governmental Authority or any other
Person), known or unknown, absolute or contingent, asserted or unasserted, under any theory,
including, without limitation, contract, tort, statutory liability, strict liability, employer liability,
premises liability, products liability, breach of warranty or malpractice.
"Closing" has the meaning set forth in Section 2.1.
"Closing Date" has the meaning set forth in Section 2.1.
"Code" means the Internal Revenue Code of 1986, as amended.
"Contract" means any written or oral contract, agreement, indenture, note, bond, loan,
instrument, lease, mortgage, license, franchise, obligation, commitment or other arrangement,
agreement or understanding.
"Conveyance Agreements" has the meaning set forth in Section 6.1.
"Dollars" means United States Dollars.

"Effective Date has the meaning set forth in the preamble.
"Encumbrance" means any encumbrance, security interest, mortgage, deed of trust, lien,
charge, pledge, option, right of fast refusal or similar right, easement, restrictive covenant, Claim
or restriction of any kind, including, without limitation, any restriction on the use, transfer,
receipt of income or other exercise of any attributes of ownership.
"Environmental Law" means each Law, Order or Permit relating to pollution, protection
or preservation of human health or the environment, including ambient air, surface water, ground
water, land sin face or subsurface strata, and natural resources, and including each Law, Order or
Permit relating to emissions, discharges, releases or threatened releases of Hazardous Materials,
or otherwise relating to the manufacturing, processing, distribution, use, treatment, generation,
storage, containment (whether above ground or underground), disposal, transport or handling of
Hazardous Materials, or the preservation of the environment or mitigation of adverse effects
thereon and each Law. Order or Permit with regard to record keeping, notification. disclosure
and reporting requirements respecting Hazardous Materials.
"Excluded Assets" has the meaning set forth in Section 2.3.
"Excluded Liabilities" has the meaning set forth in Section 2.6.
"Fixed Assets" has the meaning set forth in Section 2.2(dl.
"Governmental Authority" meats any any nation or government, any state or other
Political subdivision, agency or instrumentality thereof, any governmental or quasi -governmental
entity exercising executive, legislative, judicial, regulatory or administrative functions and any
court or arbitrator havingjurisdiction over any party hereto or any of its assets or properties.
"Hazardous Material" means any substance, material, contaminant, pollutant or waste
presently or herealler listed, defined, designated or classified as hazardous, toxic, radioactive or
dangerous under any Environmental law or regulated as such by any Governmental Authority
including, without limitation, any industrial substance, petroleum (or any derivative or by-
product thereof), radon, radioactive material, asbestos (or asbestos containing material), urea
formaldehyde, foam insulation, lead or polychlorinated biphenyls.
"Indemnilecs" has the meaning set forth in Section 8. 1.
"Indemnifying Party" has the meaning set forth in Section SAW.
"Intellectual Property" means all United States and foreign intellectual and industrial
property, including patent applications, patents and any reissues or reexarninations thereof,
trademarks, service marks, trademark/service mark registrations and applications, brand names,
trade names, entity names, all other names and slogans embodying business or product goodwill
(or both), copyright registrations, mask works, copyrights, moral rights of authorship, rights in
designs, trade secrets, technology, inventions, discoveries, improvements, know-how,
proprietary rights, computer software and firmware, internet domain names, specifications,
drawings, designs, formulae, processes, methods, technical information, confidential and
proprietary information, and all other intellectual and industrial properly rights, whether or not
subject to statutory registration or protection.
"Inventory" means all the inventory of finished products, raw materials and work in
process for products of Seller, wherever located, together with all rights of Seller against
suppliers of such inventory.

"Law" means any applicable law, statute, code, ordinance, rule or regulation
promulgated by any Governmental Authority, including any policy having the force and effect of
law, any rule of common law and anyjudicial or administrative interpretation thereof.
"Legal Proceeding" means any judicial, administrative, regulatory or arbitral
proceeding, investigation or inquiry or administrative charge or complaint pending at law or in
equity by or before any Governmental Authority.
"Liabilities" means any and all Claims, debts, liabilities and obligations of any nature
whether absolute or contingent, asserted or unasserted, accrued or unaccmed, known or
unknown, liquidated or otherwise.
"Licensed Intellectual Property" has the meaning set forth in Section 3.1 Ila).
"Licenses" has the meaning set forth in Section 3.11(a),
"Losses" means all Liabilides, losses, damages, diminutions in value, costs (including,
without limitation, costs of investigation), fines, fees and expenses (including reasonable
attorneys' fees incident to any of the foregoing).
"Order" means any order, injunction, judgment, decree, ruling, writ, assessment or
arbitration award by a Governmental Authority of competent jurisdiction.
"Ordinary Course of Business" means the usual and ordinary course ol'business for the
Business, consistent with past practice.
"Permit" means any written approval, consent, exemption, franchise, license, permit,
waiver, registration, filing, certificate or other authorization required or issued by any
Governmental Authority to conduct the Business as currently conducted or as proposed to be
conducted following this transaction.
"Person" means any natural person, corporation, partnership, firm, joint venture, limited
liability company, association, joint -sock company, trust, unincorporated organization,
Governmental Authority or other legal entity.
"Purchaser" has the meaning set forth in the preamble.
"Purchase Price" has the meaning set forth in Section 2.4.
"Purchaser Documents" has the meaning set forth in Section 4.2.
"Real Property" has the meaning set forth in Section 2.2(a).
"Records" means Files, documents, instruments, papers, computer files and records and
any other records, whether stored electronically, evidenced in writing, or otherwise.
"Related Parties" means, with respect to any Person, the Affiliates, shareholders and
beneficial owners (whether direct or indirect), directors, officers, employees and consultants of
such Person, and the family members of each of the foregoing who are natural persons.
"Seller" has the meaning set forth in die preamble.
"Seller Contract" means any Contract to which Seller is a party, obligor or beneficiary
or by which any of the properties and assets of Seller is bound.
"Seller Documents" has the meaning set forth in Section 3.2.

"Taxes" (including, with correlative meaning, the term "Tax") means all taxes, charges,
fees, levies, duties, penalties, assessments or other amounts imposed by or payable to any
foreign, federal, state, local or other taxing authority or agency, including without limitation
income, gross receipts, profits, windfall profits, gains, minimum, alternative minimum,
estimated, ad valorem, value added, severance, stamp, customs, import, export, utility, use,
service, excise, property, sales, transfer, franchise, payroll, withholding. social security,
disability, employment, workers compensation, unemployment compensation and other taxes,
and including any interest, penalties or additions attributable thereto.
"Tax Return" means any return, report, information return or other document (including
any related or supporting information) required to be prepared with respect to Taxes.
"Third Party" means any Person other than Seller, the Shareholders, purchaser or any of
their respective Affiliates.
Section 1.2 Certain Interpretive Matters. In this Agreement, unless the context
otherwise requires:
(a) words of the masculine, neuter, or feminine gender shall include the
masculine, neuter, and/or feminine gender;
(b) reference to any Person includes such Person's successors and assigns hut,
if applicable, only if such successors and assigns are permitted under this Agreement, and
reference to a Person in a particular capacity excludes such Person in any other capacity;
(c) whenever the plural form of a word is used in this Agreement, that word
will include the singular form of that word, and whenever the singular form of a word is
used in this Agreement, that word will include the plural form of that word;
(d) the term "or" does not exclude any of the items described;
(e) "including" (and with correlative meaning "include") means including
without limiting the generality of any description preceding or succeeding such term;
(q the headings of any article, section, schedule or exhibit of this Agreement
are for convenience only and in no way modify, interpret, or construe the meaning of
specific provisions of the Agreement;
(g) reference to any Law means such Law as amended, modified codified, or
reenacted, in whole or in part, and in effect from time to time, including rules and
regulations promulgated thereunder; and
(h) any agreement, instrument, insurance policy, Law, statute, regulation, rule,
or order defined or referred to herein or in any agreement or instrument that is referred to
herein means such agreement, instrument, insurance policy, statute, regulation, rule, or
order as from time to time amended, modified, or supplemented, including (in the case of
agreements or instruments) by waiver or consent and (in the case of statutes, regulations,
rules, or orders) by succession of comparable successor statutes, regulations, rules, or
orders and references to all attachments thereto and instruments incorporated therein.

The parties further acknowledge and agree that: (a) this Agreement is the result of
negotiations among the parties and shall not be deemed or construed as having been drafted by
any one party; (b) each party and its counsel have reviewed and negotiated tale terns and
provisions of this Agreement (including any exhibits and schedules attached hereto) and have
contributed to its revision; (c) the rule of construction to the effect that any ambiguities are
resolved against the drafting party shall not be employed in the interpretation of this Agreement;
and (d) the temps and provisions of this Agreement shall be construed fairly as to all parties
hereto and not in favor of or against any party. regardless of which party was generally
responsible for the preparation of this Agreement.
ARTICLEII
PURCHASF AND SALE OF ASSETS AND ASSUMPTION OF LIABILITIES
Section 2.1 Clusine. The consummation of the transactions contemplated by this
Agreement (the "Closing") will take place at the offices of Seller located at 11635 NC 138
Highway, Norwood, North Carolina 28128 contemporaneously with the execution of this
Agreement. The date on which the Closing occurs is referred to in this Agreement as the
"Closing Date." For all purposes, the Closing shall be deemed.to be effective as of 11:59 P.M.
Norwood, N.C. local time on the Effective Date. All proceedings to be taken and all documents
to be executed and delivered by all parties at the Closing will be deemed to have been taken,
executed and delivered simultaneously, and no proceedings will be deemed taken nor any
documents executed or delivered until all have been taken, executed and delivered.
Section 2.2 Purchase and Sale of the Assets. On the terms and subject to the
conditions set forth in this Agreement, at the Closing. Seller will sell, assign, transfer, convey
and deliver the Assets to purchaser, and Purchaser will purchase, acquire and accept the Assets
from Seller. The "Assets" consist of all of Seller's rights, title and interests in and to the
Business, the goodwill of Seller related to the Business and all of the assets, properties and rights
of Seller (other than, in each case, the Excluded Assets), wherever located, whether tangible or
intangible, recorded or unrecorded, as the same exist as of the Closing, including, without
limitation, all of Seller's rights, title and interests in and to the assets, properties and rights
described in the following paragraphs:
(a) All real property owned by Seller and located at 11635 NC 138 Highway,
Norwood, North Carolina 28128, which is more particularly described on
Schedule 2.2(a), together with oil easenpents and appurtenances thereto and all buildings,
fixtures and other improvements thereon (the "Real Property")
(b) all Inventory;
(c) all leasehold improvements, furniture, furnishings, fixtures, equipment,
machinery, vehicles, parts, signage, tools, materials, supplies, maintenance supplies,
office supplies, computers and other hardware and other tangible personal property
(collectively, "Fixed Assets");

(d) all rights under or pursuant to all warranties, representations and
guarantees made by suppliers, manufacturers, contractors or others in connection with the
operation of the Business or affecting the Fixed Assets;
(e) all Seller Contracts set forth on Schedule 2.2(e), and all rights and
remedies of Seller under such Contracts (including any rights or recovery or set off and
rights of recoupment), subject to Seller obtaining any required consents to the assignment
orsuch Contracts (collectively, the "Assumed Contracts');
to all cash, hank accounts, certificates of deposit, treasury bills, treasury
notes and marketable securities:
(g) all accounts receivable and all notes receivable (whether shoe -term or
long-term);
(h) prepaid expenses made or paid to utility companies, vendors or otherwise,
together with any unpaid interest accrued thereon front the respective obligors and any
security or collateral therefor, including recoverable deposits and any Tax refund due
with respect to any period prior to the Closing; and
(i) all permits (to the extent permitted by applicable Law to be transferred);
Q) all hooks, Records, or other data relating to the Business, including,
without limitation, employee files, pricing guidelines, studies, reports, customer lists,
customer prospect lists, vendor and supplier lists, mailing lists, customer sales and
payment histories, all documents and information relating to utilization patients,
customer relations, costs, inventory, machinery and equipment, sales and purchasing,
promotional, instructional or educational documentation, other general administrative or
marketing information, and copies of financial statements and tax returns;
(k) all telephone numbers, facsimile numbers, internet addresses, domain
names and rights, and directory listings relating to the Business;
(1) all marketing brochures and materials and other printed or written
materials in any form or medium relating to Seller's ownership of or operation of the
Business that Seller is not required by Law to retain, and duplicates of any such materials
that Seller is required by Law to retain;
(m) all Intellectual Property (including the rights to sue for (and remedies
against) past, present and future infringements thereof, aid rights of priority and
protection of interests therein under applicable Laws;
(n) all Claims relating to any of the other Assets and all affirmative defenses,
applicable statute of limitations, cross claims, counterclaims, set -offs or third party
claims, claims for collection, indemnity rights and other claims and causes or action
arising out of occurrences before or after the Closing and other intangible rights and
assets in each case relating to any other Assets or any Assumed Liability.

Section 2.3 Excluded Assets. The Assets sold, assigned, transferred, conveyed and
delivered by Seller to Purchaser pursuant to this Agreement will not include arty of the following
assets, rights and interests of Seller (collectively, the "Excluded Assets"):
(a) Any Seller Contracts set forth on Schedule 2.6;
(b) Pension, profit sharing or savings plans and trusts and the assets thereof.
(c) Minute books and stock books of Seller or any of its predecessors in
interest.
Section 2.4 Purchase Price. The aggregate consideration to be paid by Purchaser to
Seller as consideration for the purchase and sale of the Assets is $2,574,824.69 (the "Purchase
Price"). The Purchase Price shall be payable on the Closing Date in immediately available
funds directly to (i) Wachovia Bank, N.A. in the amount of $2,324,085.79 and (ii) Lee Farmer in
the amount of $250,739.90.
Section 2.5 Assumption of Assumed Liabilities. Subject to the conditions set forth
in this Agreement, at the Closing, Seller will transfer and assign the Assumed Liabilities to
Purchaser, and Purchaser will assume the Assumed Liabilities from Seller, all to be effective as
of the Closing. The "Assumed Liabilities" consist of the obligations, rights and remedies of
Seller after the Effective Date pursuant to the Assumed Contracts, other than Liabilities resulting
from any breach or default (or event that with notice or lapse of time, or both, would constitute a
breach or default) by Seller thereunder, and the Liabilities set forth on Schedule 2.5.
Section 2.6 Excluded Liabilities. Purchaser will not assume or become liable for any
of the following Liabilities ol'Seller (collectively, the "Excluded Liabilities"):
(a) any Seller Contracts set forth on Schedule 2.6;
(b) all Liabilities in respect of any of the Excluded Assets;
(c) all Liabilities relating to any director, officer, employee, consultant or
other agent of Seller not expressly assumed by Purchaser;
(d) all Liabilities relating to the litigation matters not expressly assumed by
Purchaser;
(e) all Liabilities relating to the conduct of the Business or the operation of
the Assets for all periods through and including the Closing Date;
(0 all 'faxes of, or in respect of, Seller for all taxable periods, whenever
incurred, and all Taxes attributable to or incurred in connection with the Business or the
Assets for all taxable periods through and including the Closing Date; and
(g) all other Liabilities not expressly assumed by Purchaser pursuant to
Section 2.5.

Section 2.7 Tax Allocation. The Purchase Price will be allocated for Tax purposes as
set forth in Schedule 2.7. Subject to the requirements of any applicable Tar law, each of the
parties hereby covenants and agrees that it will not take a position on any Tax Return, before any
Governmental Authority charged with the collection of any Tax or in any Legal Proceeding that
is in any way inconsistent with the terms of this Section 2.7 and that it will make consistent use
of' such allocation, fair market values and useful lives For all Tax purposes and in all filings,
declarations and reports with the Internal Revenue Service in respect thereof, including the
reports required to be filed under Section 1060 of the Code. In any Legal Proceeding related to
the determination of any Tax, no party shall contend or represent that the allocation determined
by the parties in accordance herewith is not a correct allocation.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SELLER
For the purposes of this Agreement the phrase "to Seller's knowledge` and any similar
phrases regarding Seller's knowledge, shall mean only the actual knowledge of Seller's officers
and directors. Seller hereby represents and warrants to Purchaser that:
Section 3.1 Orcanization. Seller is a corporation, duly organized and validly existing
under the laws of the State of North Carolina. Seller has full power and authority to own, lease
and operate its assets and properties and to conduct the portion of the Business conducted by it.
Section 3.2 Enforceability. Seller has full power and authority to execute and deliver
this Agreement and each of the other agreements, certificates and instruments to be executed by
Seller in connection with or pursuant to this Agreement (collectively, and together with this
Agreement, the "Seller Documents"), to perform its respective obligations under Seller
Documents and to consummate the transactions contemplated by the Seller Documents. The
execution and delivery by Seller of the Seller Documents, the performance by Seller of its
obligations under the Seller Documents and the consummation by Seller of the transactions
contemplated by the Seller Documents have been duly authorized by all necessary corporate
action. This Agreement has been duly and validly executed and delivered by Seller and
constitutes the legal, valid and binding obligation of Seller enforceable against Seller in
accordance with its terms, As of the Closing, the other Seller Documents will be duly and
validly executed and delivered by Seller and, upon such execution and delivery, will constitute
the legal, valid and binding obligations of Seller enforceable against Seller in accordance with
their respective terms.
Section 3.3 No Conflicts. To Seller's knowledge, the execution and delivery by
Seller of the Seller Documents and the performance by Seller of its respective obligations under
the Seller Documents do not, and will not:
(a) violate any prevision of Law or any Permit;
(b) violate any provision of the Charter Documents of Seller; or
(c) require any consent, waiver, approval, registration, order, action or
authorization of, declaration or filing with or notification to, any Governmental Authority

or other Person (whether pursuant to a Contract or Otherwise), other than a consent.
waiver, approval, authorization, declaration, filing or notification that has been obtained
or made prior to the execution and delivery by Seller of this Agreement.
Section 3.4 Assets. Seller has, or will have at Closing, as applicable, good and
marketable title to all of the Assets, free and clear of all Encumbrances. The execution and
delivery of the Conveyance Agreements by Seller at the Closing will convey to and vest in
Purchaser good and marketable title to the Assets, free and clear of all Encumbrances.
Section 3.5 Undisclosed Liabilities. To Seller's knowledge, Seller has no Liabilities
other than those that have been set forth on the schedules hereto or set forth and accounted for on
Seller's financial statements.
Section 3.6 Legal Proceedings. To Seller's knowledge, except as set forth on
Schedule 3.G, there are no Legal Proceedings pending or threatened that could affect the validity
of this Agreement or any action taken or to be taken by Seller in connection with the
consummation of the transactions contemplated by this Agreement. To Seller's knowledge, none
of Seller, the Business and the Assets are subject to or bound by any Order currently in effect.
Section 3.7 Insurance. To Seller's knowledge, all of the material properties of Seller
are insured for the benefit of Seller, and will be so insured through the Closing Date, in amounts
and against risks customary in similar businesses for similar properties.
Section 3.8 Compliance with Low. To Seller's knowledge, Seller has complied, in
all material respects, with all Laws that arc applicable to the Business, including without
limitation all Laws relating to occupational health and safely, product quality and safety and
employment and labor matters. No Legal Proceeding has been served or is threatened against
Seller with respect to the Business alleging any such failure to comply.
Section 3.9 Permits. To Seller's knowledge, Seller has all Permits necessary for the
conduct of the Business as currently conducted, all such Permits are in full force and effect and
Seller is in compliance with the requirements of all such Permits. No loss or expiration of any
Permit is pending, threatened or reasonably foreseeable, other than expiration of Permits that
may be renewed in the Ordinary Course of Business without lapsing.
Section 3.10 Environmental Matters.
(a) Legal Compliance. To Seller's knowledge, except as set forth on
Schedule 3,10, the Business is now cad has always been conducted in compliance with
all Environmental Laws. With respect to the Real Property during Seller's ownership and
time of occupancy, except as set forth on Schedule 3.10, no Hazardous Materials have
been released into the environment, or deposited, discharged, placed or disposed of at, on,
from or under the Leased Property in violation of any Law. No portion of tie Leased
Property is presently being used for the disposal, storage, treatment, processing or other
handling of Hazardous Materials in violation of any Law, and no Hazardous Materials are
located on the Leased Property in violation of any Law, except as set forth on
Schedule 3.10.

(b) Absence of USTs and Hazardous Materials. During Seller's ownership
and time of occupancy no asbestos or asbestos containing materials have been installed,
used, incorporated into, or disposed of on or in connection with any ofthe Assets or the
Real Property, and no asbestos or asbestos -containing materials are present in any of the
Assets or on the Real Property. During Seller's ownership and time of Occupancy no
polychlorinated biphenyls have been introduced to or used in connection with the Assets
or the Real Property, in the form of electrical transformers, Fluorescent light fixtures with
ballasts, cooling oils, or any other device or form and no such polychlorinated biphenyls
are present on the Real Property. There are no underground storage tanks ("USTs")
installed on or existing in connection with the Leased Property. All USTs previously
located on the Real Property, if any, were removed in accordance with all applicable
Environmental Laws. Except as set forth on Schedule 3.10, there is no indication of any
environmental violations or of any Hazardous Materials or residue therefrom cot, about of
under the Real Property or migrating to or from the Real Property.
(c) No Claims or Proceedings. To Seller's knowledge, Seller is not subject to
any pending Claim or Legal Proceeding investigating, asserting or alleging the violation
of any Environmental Law. Neither Seller, nor any of its respective properties and assets,
are subject to any Liability relating to any Claim or Legal Proceeding, any settlement
thereof or any Order asserted, arising under or relating to any Environmental law,
Except as set forth on Schedule 3.10, there are no environmental conditions regarding the
Business or the assets of Seller that could reasonably be anticipated to (i) form the basis
of any Claim against the Business, Seller's assets or Seller, or (ii) cause the Business or
Seller's assets to be subject to any restriction on ownership, occupancy, use or transfer
under any Environmental Law.
(d) No Notices or Threats of Liability. Seller has not received any notice,
demand letter or request for information from any Governmental Authority or other
Person indicating, asserting or alleging that Seller is, may be, has or may have violated
any Environmental Law, may be liable under any Environmental Law or may be a
potentially responsible parry at any Superfund site. No Governmental Authority or other
Person has threatened to initiate any Claim, Legal Proceeding or investigation relating to
the violation or possible violation of any Environmental Law by Seller.
(c) Environmental Reports. No reports have been fled, or are required to be
filed, by Seller, or relating to the Business or my of its properties and assets, concerning
the release of any Hazardous Material or the threatened or actual violation of any
Environmental Law.
Section 3.11 No Misrepresentations. The representations, warranties and statements
made by Seller in or pursuant to this Agreement are true, complete and correct in all material
respects and do not contain any untrue statement of a material fact or omit to state any material
fact necessary to make any such representation, warranty or statement, under the circumstances
in which it is made, not misleading. Seller has disclosed to Purchaser all facts and inf-Onnation
material to the proposed purchase of the Assets hereunder that is known to Seller.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF PURCHASER
For the purposes of this Agreement the phrase "to Purchaser's knowledge" and any
similar phrases regarding Purchaser's knowledge, shall mean only the actual knowledge of
Purchaser's officers and directors. Purchaser hereby represents and warrants to Seller that:
Section 4.1 Ormnnization. Purchaser is a limited liability company, duly organized
and validly existing under the laws of the State of North Carolina. Purchaser has full power and
authority to own, lease mid operate its assets and properties and to conduct the portion of the
Business conducted by it.
Section 4.2 Enforceability. Purchaser has full corporate power and authority to
execute mid deliver this Agreement and each of the other agreements, certificates and
instruments to be executed by Purchaser in connection with or pursuant to this Agreement
(collectively, and together with this Agreement, the "Purchuser Documents"), to perform its
obligations under the Purchaser Documents and to consummate the transactions contemplated by
this Agreement. The execution and delivery by Purchaser of the Purchaser Documents, the
performance by Purchaser of its obligations under the Purchaser Documents and the
consummation by Purchaser of the transactions contemplated by the Purchaser Documents have
been duly authorized by all necessary cotTorate action. This Agreement has been duly and
validly executed and delivered by Purchaser and constitutes the legal, valid and binding
obligation of Purchaser enforceable against Purchascr in accordance with its terms. As of the
Closing, the other Purchaser Documents will be duly and validly executed and delivered by
Purchaser and, upon such execution and delivery, will constitute the legal, valid and binding
obligations of Purchaser enforceable against Purchaser in accordance with their respective terms.
Section 4.3 No Conflicts. To Purchaser's knowledge, the execution and delivery by
Purchaser of the Purchaser Documents and the performance by Purchaser of its respective
obligations under the Purchaser Documents do not, and will am:
(a) violate any provision of law or tiny Permit:
(b) violate any provision of the Charter Documents of Purchaser; or
(c) require any consent, waiver, approval, registration, order, action or
authorization of, declaration or filing with or notification to, any Governmental Authority
or other Person (whether pursuant to a Contract or otherwise), other than a consent,
waiver, approval, authorization, declaration, filing or notification that has been obtained
or made prior to the execution and delivery by Seller of this Agreement.
Section 4.4 Legal Proceedings. To Purchaser's knowledge, there are no Legal
Proceedings pending or threatened that could affect the validity of this Agreement or any action
taken or to be taken by Purchaser in connection with the consummation of the transactions
contemplated by this Agreement.

ARTICLE, V
COVENANT'S
Section 5.1 Further Assurances. At or following the Closing, and without further
consideration. Seller will execute and deliver to Purchaser such further instruments of
conveyance and transfer as Purchaser may reasonably request in order to more effectively
convey and transfer the Assets to Purchaser and to put Purchaser in operational control of tine
Business, or for aiding, assisting, collecting and reducing to possession any of the Assets or
exercising any rights with respect thereto. Each party to this Agreement agrees to execute any
and all documents and to perform such other acts as may be necessary or expedient to further the
purposes of this Agreement and the transactions comemplated hereby.
Section 5.2 Cunfrdentiality. From and after the Closing, Seller will, and will cause
each of its Related Persons, agents and representatives to, (a) maintain the confidentiality of the
Business Information (as defined below), using procedures no less rigorous than those used to
protect and preserve the confidentiality of their own proprietary information and (b) not, directly
or indirectly, (i) transfer or disclose any Business Information to any Third Party or (ii) take any
other action with respect to the Business Infonuation that is inconsistent with the confidential
and proprietary nature thereof.
Section 5.3 Name Change. At or before the Closing Date, Seller will take all
necessary action to change any legal name, assumed name or other name in which it conducts
business to at name sufficiently dissimilar m "Stanly Fixtures', in Purchaser's reasonable
judgment, to avoid confusion. From and after the Closing. Seller will not use, and will prohibit
each of its Related Parties from using, any legal name, assumed name or other name in which it
conducts any business that, in Purchaser's reasonable judgment, contains names that are not
sufficiently dissimilar to `Benton Landscape Design and Irrigation" or"Carolina Hardscapes".
Section 5.4 Non -Assignable Assumed Contracts. To the extent any of (lie approvals,
consents or waivers referred to in Section 6.5 have not been obtained by Seller as of the Closing
(such Assumed Contracts being the "Nan -Assignable Assumell Contracts"), and Purchaser
elects to waive any conditions with respect thereto and proceed to Closing, Seller will:
(a) use its best efforts to cooperate with Purchaser in any arrangements
designed to provide the benefits of such Non -Assignable Assumed Contract (including,
without limitation, the right to receive all amounts owing to Seller thereunder) to
Purchaser; and
(b) use its best efforts to enforce, at the request of Purchaser and at the
expense and for the account of Purchaser, any and all rights of Seller arising from such
Non -Assignable Assumed Contract against Suelh issuer or grantor thereof or the other
party or parties thereto (including the right to elect to terminate such Non -Assignable
Assumed Contract in accordance with the terms thereof upon the written request of
Purchaser).
Section 5.5 Assistance with Permits and Filings. Seller will furnish Purchaser with
all information concerning Seller or the Business that is required for inclusion in any application

or filing made by Purchaser to tiny Govenunenud Authority in connection with the transactions
contemplated by this Agreement. Seller will use commercially reasonable efforts to assist
Purchaser in obtaining any Permits, or any consents to assignment related thereto, that Purchaser
will require in connection with the continued operation of the Business and the Assets offer the
Closing.
ARTICLE VI
SELLER CLOSIN(. DELIVERIES
Section 6.1 Closing Deliveries. Seller shall deliver it) Purchaser each of the following
at Closing:
(a) such warranty deeds, hills of sale, original titles for all titled Assets (if
any) duly endorsed by Seller, assignments, releases, consents to assignments and other
instruments of sale, conveyance, assignment, assumption and transfer satisfactory in form
and in substance to Purchaser as may be reasonably requested by Purchaser in order to
convey to the Purchaser all of Seller's rights, title and interests in and to the Assets and to
assign to Purchaser all of the Assumed Liabilities in the manner provided for in this
Agreement (collectively, the "Conveyance Agreements");
(b) a certificate of the Secretary of Seller certifying, as complete and accurate
as of the Closing, attached copies of the Charter Documents of Seller, certifying and
attaching all requisite resolutions or actions of Seller's board of directors and
shareholders approving the execution and delivery of this Agreement mid the
consummation of die transactions contemplated herein and the change of name
contemplated by Section 5.3 and certifying to the incumbency and signatures of the
officers of Seller executing this Agreement and any other document relating to the
transactions contemplated by this Agreement and accompanied by the requisite
documents for amending the relevant Charter Documents of Seller required to effect such
change of name in form sufficient for filing with the appropriate Governmental
Authority;'
(c) a receipt for the Cash Purchase Price paid to Seller at the Closing; and
(d) such other documents as Purchaser may reasonably request.
ARTICLE VII
PURCHASER CLOSING DELIVERIES
Section 7.1 Closing Deliveries. Purchaser shall deliver to Seller each of the following
at Closing:
(a) the Purchase Price in immediately available funds directly to (i) Wachovia
Bank, N.A. in the amount of $2,324,085.79 and (ii) Lee Fanner in the Mount of
$250,738.90;

(h) executed originals of the Conveyance Agreements to the extent any such
Agreements are required to be executed by Purchaser; and
(c) a certificate of the Secretary of Purchaser certifying, as complete and
accurate as of the Closing, attached copies of the Charter Documents of Purchaser and
certifying and attaching all requisite resolutions or actions of Purchaser's board of
directors approving the execution and delivery of this Agreement and the consummation
of the transactions contemplated herein and certifying to the incumbency and signatures
of the officers of Purchaser executing this Agreement and any other document relating to
the Transactions contemplated herein; and
(d) such other documents as Seller may reasonably request.
ARTICLE VIII
INDEMNIFICATION
Section 8.1 Indemnification by Seller. Seller agrees to indemnify, defend and hold
harmless Purchaser and its shareholders. directors, officers, agents, and representatives from and
against any and all Claims and Losses which Purchaser may sustain at any time by reason of
(a) the breach or inaccuracy ofor failure to comply with, or the existence ofany facts resulting in
the inaccuracy of, any of the warranties, representations, covenants or agreements of Seller
contained in this Agreement or (b) the ownership or operation of the Assets prior to the fitlbctive
Date, and not otherwise assumed by the Purchaser pursuant to this Agreement.
Section 8.2 Indemnification by Purchaser. Purchaser agrees to indemnify, defend
and hold harmless Seller and its shareholder, directors, officers, agents, and representatives
from and against any and all Claims and Losses which Seller may sustain at any time by reason
of (a) the breach or inaccuracy of or failure to comply with, or the existence of any facts
resulting in the inaccuracy of, any of the warranties, representations, covenants or agreements of
Purchaser contained in this Agreement or (b) the ownership or operation of the Assets following
the Effective Date,
Section 8.3 Materiality. With respect to any claim for indemnification under this
Article VIII relating to a breach (or alleged breach) of a representation or warranty that contains
a materiality qualifier, such materiality qualifier will be considered for purposes of determining
whether a breach of such representation and warranty has occurred, but such materiality qualifier
will not be considered in determining the amount of the Losses arising out of such breach.
Section 8.4 Survival of Provisions; Nonwaiver. The representations and warranties,
affirmative obligations and indemnification provisions contained throughout this Agreement
shall survive the Closing and the delivery of all required documents hereunder, and shall
continue in effect for a period of two (2) years following the Closing Date. However, in the event
of any fraud or misrepresentation on the part of Seller, Purchaser's claim therefore shall survive
for the period provided by the applicable statute of limitations. Neither Purchaser nor Seller
shall be deemed to have waived the performance or benefit of any of the provisions of this
Agreement by closing, or by any other conduct or statement, except that such waiver be in
writing, signed by the party waiving the matter described therein.

ARTICLE IX
TAX MATTERS
Section 9.1 Cooperation for Certain Tax -Related Mailers. Purchaser and Seller
will, and will cause their respective representatives and agents to, provide arty requesting party
(lint is a party to this Agreement with such assistance and documents, without charge, as may be
reasonably requested by such party in connection with (a) the preparation of any Tax Return of
or relating to Seller, (b) the conduct of any Audit relating to liability for or refimds or
adjustments with respect to Taxes and (c) any other'rax-related matter that is a subject of this
Agreement. Such cooperation and assistance will be provided to the requesting party promptly
upon its request.
Section 9.2 Transfer Taxes. Notwithstanding any other provision of this Agreement
to the contrary, Seller will be liable for and will pay of all transfer (including real property
transfer and documentary), sales, use, gains (including state and local transfer gains taxes),
excise and other transfer of similar Taxes incurred in connection with the transfer of the Assets
to Purchaser, other than any Taxes based upon or measured by net income (collectively,
"Transfer Taxes"). Purchaser and Seller will mutually cooperate in perfecting any exemption
from Transfer Taxes available in connection with the transactions contemplated by this
Agreement and in timely preparing and filing any Tax Returns required in connection with
Transfer Taxes, provided, however, that in the case of any Tax Return required to be filed by
only one party, such party will not file such 'Tax Return without the written consent of the other
party, which wnsent will not be unreasonably withheld, conditioned or delayed.
ARTICLE-, X
SHAREHOLDER GUARANTY
Each Shareholder hereby guarantees to Purchaser the full and timely performance of all
of the covenants, obligations and agreements of Seller under this Agreement and Seller
Documents (the "Guarantee"); provided that no Shareholder shall be responsible for more than
15% of any amount the Seller may owe the Purchaser. The foregoing Guarantee shall include
the guarantee of the payment of all indemnifiable claims which become recoverable as a result
on the nonperformance of racy of the obligations or agreements so guaranteed or as a result of the
nonperformance of this Guarantee. Purchaser may, at its option, proceed against either Seller or
any Shareholder or both for the performance of any such obligation or agreement, or for damages
for default in the performance thereof, without fuss proceeding against the other or against any of
its properties. Each Shareholder further agrees that its Guarantee shall be an irrevocable
extension and shall continue in effect notwithstanding any extension or modification for any
guaranteed obligation, any assumption of any such guaranteed obligation by any other party, or
any other act or thing which might otherwise operate as a legal or equitable discharge of n
guarantor, and each Shareholder hereby waives all special suretyship defenses and notice
requirements.

ARTICLE XI
MISCELLANEOUS
Section 11.1 Article, Section. Schedule and Exhibit References. Except as otherwise
specifically provided, any reference to any article, section, schedule or exhibit will he deemed to
refer to such article, section, schedule or exhibit of or to this Agreement.
Section 11.2 Time of Essence With regard to all dates and time periods set forth or
referred to in this Agreement, time is of the essence.
Section 11.3 Entire Agreement. The exhibits and schedules to this Agreement are
hereby incorporated and made a part hereof and are an integral part of this Agreement. This
Agreement (including such exhibits and schedules) represents, and is intended to be, a complete
statement of all of the terns and the arrangements between the parties to this Agreement with
respect to the matters provided for in this Agreement, supersedes any and all previous oral or
written and all contemporaneous oral agreements, understandings, negotiations and discussions
between the parties to this Agreement will) respect to those matters.
Section 11.4 Jurisdiction; Service of Process. Any Legal Proceeding arising out of or
relating to this Agreement or any transaction contemplated herein may be brought in the courts
of the State of North Carolina, County of Sianly, or, if it has or can acquire jurisdiction, in the
United States District Court for the Middle District of North Carolina, and each of the parties
irrevocably submits to the exclusive jurisdiction of each such court in any such Legal
Proceeding, waives tiny objection it may now or hereafter have to venue or to convenience of
forum, agrees that all claims in respect of the Legal Proceeding shall be heard and determined
only In any such court and agrees not to bring any Legal Proceeding arising out of or relating to
this Agreement or any transaction contemplated herein in any other court. The parties agree that
either or both of them may file a copy of this Section with any court as written evidence of the
knowing, voluntary and bargained agreement between the parties irrevocably In waive any
objections to venue or to convenience of forum. Process in any Legal Proceeding referred to in
the first sentence of this section may be served on any party anywhere in the world.
Section 11.5 GOVERNING LAW.THIS AGREEMENT AND ANY
CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT
SHALT. BE GOVERNED BY, INTERPRETED AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF TI4L• STATE OF NORTH CAROLINA WITHOUT GIVING EFFECT
TO THE PRfNCIPLES OF CONFLICTS OF LAWS OR ANY OTHER PRINCIPLE THAT"
COULD RESULT M THE APPLICATION OF THE LAWS OF ANY OTHER
JURISDICTION.
Section 11.6 Specific Performance. Purchaser and Seller each acknowledge and agree
that the breach of this Agreement would cause irreparable damage to one or more of the other
parties and that such other party or parties will not have an adequate remedy at law. 'therefore,
the obligations of Purchaser and Seller under this Agreement will be enforceable by a decree of
specific performance issued by any court of competent jurisdiction, and appropriate injunctive
relief may be applied for and granted in connection therewith. Additionally, each patty agrees to
waive the defense in any suit that such other party has an adequule remedy at law and to

interpose no opposition, legal or otherwise as to the propriety of specific performance as a
remedy. Such remedies, however, will be cumulative and not exclusive and will he in addition
to any other remedies that any party may have under this Agreement or otherwise.
Section 11.7 Expenses.
(a) Except as otherwise expressly provided in this Agreement and regardless
of whether the transactions contemplated in this Agreement are consummated, each of
the parties to this Agreement will bear its own expenses (including, without limitation,
fees and disbursements of its counsel, accountants, financial advisors and other experts),
incurred in connection with the preparation, negotiation, execution, delivery and
performance of this Agreement, each of the other documents and instruments executed in
connection with or contemplated by this Agreement and the consummation of the
transactions contemplated by this Agreement and thereby.
M If anomeys' fees or other costs are incurred to secure performance of any
obligation tinder this Agreement, to establish damages for the breach thereof or to obtain
any other appropriate relief, whether by way of prosecution or defense, the prevailing
party will be entitled to recover reasonable attorneys, fees and costs incurred in
connection therewith.
Section 11.8 Notices. All notices, requests, demands, and determinations under this
Agreement (other than routine operational communica(ions), must be in writing and will be
deemed duly given (a) when delivered by hand, (b) one (1) day after being given to a nationally
recognized overnight courier with a reliable system for tracking delivery or (c) five (5) days after
the day of mailing, when mailed by registered or certified mail, return receipt requested, postage
prepaid, and addressed as set forth below. A party may from time to time change its address or
designee for notification purposes by giving the other written notice of the new address or
designee and the date upon which it will become effective.
If to Seller: Stanly Fixtures Company, Inc.
11635 NC 138 Highway,
Norwood, North Carolina 28128
Phone: [phone]
Attention: Harold Thompson
If to purchaser: Stanly Fixtures Acquisition, LLC
11635 NC 138 Highway,
Norwood, North Carolina 28128
Phone: [phone]
Attention: Boyce Thompson
Section 11.9 Severability. If any provision of this Agreement is determined to be
invalid, illegal, or unenforceable, the remaining provisions of this Agreement shall remain in full
force; provided that the essential provisions of this Agreement for each party remain valid
binding and enforceable,

Section 11.10 No Assignment. No assignment of this Agreement or of any rights or
obligations under this Agreement may be made by any party (by operation of Law or Otherwise)
without the prior written consent or each of the other parties to this Agreement and any
attempted assignment without .such required consents will be void.
Section 11.11 ➢indinu Effect. This Agreement will be binding upon and more to the
benefit of the parties and their respective successors and assigns. Nothing in this Agreement will
create or be deemed to create any third party beneficiary rights in any person not party to this
Agreement except to the extent such obligations are specifically assumed.
Section 11.12 Amendments. This Agreement may be amended, supplemented or
modified, and my provision hereof may be waived, only by written instrument making specific
reference to this Agreement signed by purchaser and Seller. Except as otherwise provided in this
Agreement, no action (other than a waiver) taken pursuant to this Agreement, including, without
limitation, any investigation by or on behalf of any party, will be deemed to constitute a waiver
by the party taking such action of compliance with any representation, warranty, covenant or
agreement contained in this Agreement. The waiver by any party to this Agreement of a breach
of any provision of this Agreement will nor operate or be construed as a further or continuing
waiver of such breach or as a waiver of any other or subsequent breach. Except as otherwise
expressly provided in this Agreement, no failure on the part of any party to exercise, and no
delay in exercising, any right, power or remedy under this Agreement will operate as a waiver
thereof, nor will any single or partial exercise of such right, power or remedy by such party
preclude any other or further exercise thereof or the exercise orany other right, power or remedy.
All remedies under this Agreement are cumulative and are not exclusive of any other remedies
provided by Law.
Section 11.13 Counteroarts. This Agreement may he executed by each of the panics
hereto on any number of separate counterparts, each of which shall be an original and all of
which taken together shall constitute one and the same instrument. Delivery of an executed
counterpart signature page to this Agreement in portable Document Format (pDF) or by
facsimile transmission shall be as effective as delivery or a manually executed original
counterpart thereof.
Section 11.14 Incorporation by Reference. All of the schedules and exhibits hereto
referred to in this Agreement are hereby incorporated herein by reference and shall be deemed
and construed to be a part of this Agreement for all purposes.
ISICNATU RES FOLLOW 1

IN WITNESS WHEREOF, Seller and Purchaser have caused this Agreement to be
executed by their duly authorized managers or officers, all as ollhe Effective Date.
SELLER:
STANLLYY FIXTURES
,COMPANY, INC.
By: `�'W�/
Name: Wap,-a tJ. 1lie,'10S1>4
Title: Pke:ltbw1LT
SHAREHOLDERS:
X�ez/'� �'`
Printed Name: Ronald S. Aldri e
�nted mc: Kcmty M. Bowers
Pr,' ted Name: Todd R. Currlleee
�v✓C'u, z'i — uU"f' Zc/o
PrintedName: StePen . Cycotte
,&" cG- '�,�rz
Pontet Name:LloydW . Lisk
Pri to i Name: Boyce E. Thofnpson
Printed Name: Ilarold W, Thompson
PURCHASER:
STANLY FIXTURES ACQUISITION, LLC
By: ��� eiw 11--
Naw IooD R Cuea[E
Title: P&atrmer

Schedule 2.2(al
Real Property Legal Description
TRACT 1:
LYING and being on the west side of the Albemarle-Aquadale Road (N1901)
and BEGINNING at a stake in the center of said road, the northeast comer of the
lands conveyed to the Stanly Fixtures Manufacturing Company, Inc.; thence with the
Stanly Fixtures Manufacturing Company, Inc. lino, South 88-31 West 150 feet to a
stake, Stanly Fixtures Manufacturing Company, Inc.'s comer; thence with the line of
the Stanly Fixtures Manufacturing, Inc., North 1-29 West 135 feet to a stake in the
Norfolk-Soulhem Railroad right of way; thence with said right of way, North 88-31
Fast 268 feet to a stake in said road; (hence with the center of said road, South 40-30
West 183 feel to a stake, the point of BEGINNING, as surveyed by Ellis Iluneycutt,
County Surveyor, on July 29, 1966.
TRACT 2:
All orthe premises as shown on a plat entitled "Property and Plat Site Map,
Stanly Fixtures Manufacturing Company, Inc.," which is duly recorded in Plat Book
6, Page 24, Stanly County Office of the Register of Deeds, as survey and platted by
Gerald H. Ehringer, Civil Engineer, 1970, The said plat covering the premises having
been amended now reflects the premises as Blocks A, B, C, D, E and F thereon, as
surveyed and platted by Gerald H. Ehringer, Civil Engineer, 1971, and which remain
of record in Stanly County Office of the Register of Deeds in Plat Book 6, Page 24.
Together with all right, title and interest of Grantor in and to the land lying in
the bed of any street, road or avenue, opened or proposed, in front of or adjoining the
premises described above (or any part thereon, and in and to the appurtenances
thereto; and all the easements, way, rights, privileges, members, hereditaments and
appurtenances to such premises belonging or in any wise appertaining.
Each and all of the above premises are granted under and subject to any and
all easements, right-of-ways, restrictions, reservations, covenants, leases or conditions
apparent on the premises, shown or refc1Ted to on the recorded Plat of the Premises or
shown in prior instmments of record in the chain of title to Grantor.

Schedule 2.2(c)
Assumed Contracts
1. Fixture Contract No. 7211830-040, by and between Macy's Corporate
Services, Inc. mid Stanly Fixtures Company, Inc. (re: Bloomingdale's
Santa Monica)
2. Fixture Contract No. 0212854-027, by and between Macy's Corporate
Services, Inc. and Stanly Fixtures Company, Inc. (re: Macy's Oakbrook
Remodel 10 —Oakbrook, IL)
3. Short Fomr Contract No. 0812770-011, by and between Macy's Corporate
Services, Inc. and Stanly Fixtures Company, Inc. (re: Macy's Prescriptives
Backfill 09)
4. Contract Change Order # I, by and between Macy's Corporate Services,
Inc. and Stanly Fixtures Company, Inc., dated February 4, 2010 (re:
Macy's Prescriptives Backfill 09)
5. Contract Change Order 92, by and between Macy's Corporate Services,
Inc. and Stanly Fixtures Company, Inc., dated February 15. 2010 (re:
Macy's Prescriptives Backfill 09)
6. Contract Change Order #3, by and between Dblacy's Corporate Services,
Inc. mid Stanly Fixtures Company, Inc, dated March 16, 2010 (re: Macy's
Prescriptives Backfill 09)
7. Contract Change Order 44, by and between Macy's Corporate Services,
Inc. and Stanly Fixtures Company, Inc., dated June 18, 2010 (re: Macy's
Prescriptives Backfill 09)
8. Contract Change Order #5, by and between Macy's Corporate Services,
Inc. and Stanly Fixtures Company, Inc., dated July 12, 2010 (re: Macy's
Prescriptives Backfill 09)
9. Agreement No. 40754, by and between Belk Department Stores LP and
Stanly Fixtures Company, Inc., dated April 27, 2010 Inc: Belk #694,
Hamilton Place Mall — Chattanooga, TN)
10. Agreement No. 40755, by and between Belk Inc and Stanly Fixtures
Company, Inc., dated May 24, 2010 (re: Belk 0246, Southgate Plaza —
Corinth, MS)
11. Purchase Order No. 33214, by and between Belk Store Services, Inc. and
Stanly Fixtures Company, Inc., dated June 28, 2010 (re: University Mall —
Pensaccla, FL)
12. Purchase Order No. 33198, by and between Belk Store Services, Inc, and
Stanly Fixtures Company, Inc., dated June 28, 2010 Ire: 'I'he Avenue of
Murfreesboro — Murfreesboro, TN)
13. Purchase Order No. 33218, by and between Belk Store Services, Inc, and
Stanly Fixtures Company, Inc., dated June 28, 2010 (re: Regency Square —
Florence, AL)
14. Purchase Order No. 33219, by and between Belk Store Services, Inc. and
Stanly Fixtures Company, Inc., dated .tune 28, 2010 (re: Madison Square —
Huntsville, Al.)

15. Purchase Order No. 33220, by and between Belk Store Services, Inc. and
Stanly Fixtures Company, Inc, dated June 28, 2010 (re: Colonial Gadsen
Mail --Gadsen, AL)
16. Purchase Order No. 33217, by and between Belk Store Services. Inc. and
Stanly Fixtures Company, Inc., dated .tune 28, 2010 (cc: Northgale Mall —
Chattanooga, TN)
17. Purchase Order No. 33215, by and between Belk Store Services, Inc. and
Stanly Fixtures Company, Inc., dated June 28, 2010 (re: University Mall —
Columbus, MS)
18. Purchase Order No. 33216, by and between Belk Store Services, Inc. and
Stanly Fixtures Company, Inc., dated June 28, 2010 (re: Edgewater Mall —
Biloxi, MIS)
19. Purchase Order No. 33200, by and between Belk Store Services, Inc. and
Stanly Fixtures Company, Inc., dated June 28, 2010 (re: Pleasant Ridge
Town Center— Little Rock, AR)
20. Purchase Order No. 33213, by and between Belk Store Services, Inc. and
Study Fixtures Company, Inc., dated June 28. 2010 (re: Pecanland Mall —
Monroe, LA)
21. Purchase Order No. 33199, by and between Belk Store Services, Inc. and
Stanly Fixtures Company, Inc., dated June 28, 2010 (re: Easidale Mall —
Montgomery, AL)
22. Agreement No. 40770, by and between Belk, Inc. and Stanly Fixtures
Company, Inc., dated June 3, 2010 (re: Belk #244, Coastal Grand — Myrtle
Beach, SC)
23. Fixture Contract, by and between Macy's Corporate Services, Inc. and
Stanly Fixtures Company, Inc., dated June 3, 2010 (re: Bloomingdale's
Santa Monica)
24. Agreement No. 40785, by and between Belk, Inc. and Stanly Fixtures
Company, Inc., dated July 2, 2010 (re: Belk 4678, Dogwood Festival —
Flowood, MS)
25. Equipment Lease N0287501-400 by and between Wells Fargo Equipment
Finance, Inc. and Stanly Fixtures Company, Inc„ dated October 16, 2009
(re: FIOLG-HER 1310-6 Edgbander)
26. Equipment Lease No. SF0607 by and between Amano Business Credit
and Stanly Fixtures Company, Inc., dated August 27, 2007 (re: KIP3002
STF SYSTEM, S/N: 10513615)
27. All rights and remedies related to all Insurance Contracts.
Schedule 2.5
Assumed Liabilities
I. All Liabilities relating to the environmental matters described in that
certain "Phase 2 ESA Findings and Recommendations Letter", dated
June 15, 2010 from CFSI Lind Development Services

Schedule 2.6
Excluded Liabilities
I. Any Liabilities relating to the Hering v. Stanly Fixtures, el al.
2. Any Liabilities relating to or arising from Seller Contracts (including,
without limitation, any promissory notes, option agreements, security
agreements or any other Contract) with W achovia Bank. N.A.
3. Any Liabilities relating to or arising from Seller Contracts (including,
without limitation, any promissory notes, option agreements, security
agreements or any other Contract) with Lee Farmer
4. Any Liabilities related to wages and salaries accrued by any employees of
Seller prior to June I, 2010
Schedule 2.7
Tax Allocation
I1NSERTI
Schedule 3.6
Legal Proceedings
I. flering v. Slanly Firrures. el al.
Schedule 3.10
Environmental Matters
I. The environmental matters described in that certain "Phase 2 ESA
Findings and Recommendations Letter', dated June 15, 2010 from CESI
Land Development Services

NC®ENR
North Carolina Department of Environment and Natural Resources
Beverly Eaves Perdue
Governor
Todd Curlee
Stanly Fixtures Acquisition LLC
PO Box 616
Norwood, NC 28128
Dear Mr. Curlec:
Division of Water Quality
Charles Wakild, P. E.
Director
December 4, 2012
Dee Freeman
Secretary
Subject: NPDES General Permit NCG 180000
Certificate of Coverage NCG 180034
Stanly Fixtures Acquisition L,LC
Formerly Stanly Fixtures Co Inc
Stanly County
Division personnel received your request to revise your stormwater permit Certificate of Coverage to
accurately reflect your new company and facility name.
Please find enclosed the revised Certificate of Coverage. The terms and conditions contained in the
General Permit remain unchanged and in full effect. This revised Certificate of Coverage is issued under
the requirements of North Carolina General Statutes 143-215.1 and the Memorandum of Agreement
between North Carolina and the U.S. Environmental Protection Agency.
If you have any questions, please contact the Stornwater Permitting Unit at 919-807-6300.
Sincerely,
ORIGINAL SIGNED W
KEN PICKLE
for Charles Wakild, P.E.
cc: Mooresville Regional Office
Central Files
Stornnvater Permitting Unit
Wetlands and Stormwater Branch
1617 Mail Service Center, Raleigh, North Carolina 27699-1617
Location: 512 N. Salisbury St. Ralli North Carolina 27604
Phone: [phone] FAX [phone] Customer Service: 1.877-623-6748
Internet: www,nmaterquality.org 1.
An Equal Opportunity 1 Affirmative Action Employer
Nor thCarolina
Naturally

tl
4
STATE OF NORTH CAROLINA
DEPARTMENT OF ENVIRONMENT AND NATURAL RESOURCES
DIVISION OF WATER QUALITY
GENERAL PERMIT NO. NCG180000
CERTIFICATE OF COVERAGE No. NCG1811034
STORMWA"rER DISCHARGES
NATIONAL POLLUTANT DISCHARGE ELIMINATION SYSTEM
In compliance with the provision of North Carolina General Statute 143-215.1, other lawful standards and
regulations promulgated and adopted by the North Carolina Environmental Management Commission,
and the Federal Water Pollution Control Act, as amended,
Stanly Fixtures Acquisition LLC
is hereby authorized to discharge stormwater from a facility located at
Stanly Fixtures Acquisition LLC
11635 NC 138 Hwy
Norwood
Stanly County
to receiving waters designated as the Rocky River, a class C, waterbody in the Yadkin -Pee Dee River
Basin in accordance with the effluent limitations, monitoring requirements, and other conditions set forth
in Parts I, 11, III, IV, V and VI of General Permit No. NCG 180000 as attached.
This certificate of coverage shall become effective December 4, 2012.
This Certificate of Coverage shall remain in effect for the duration of the General Permit.
Signed this day December 4, 2012. ORIGINAL SIGNED 13i
KEN PICKLE
for Charles Wakild, P.E., Director
Division of Water Quality
By Authority of the Environmental Management Commission

Alpha Environmental Management, Inc.
353 Harwood Street
Box 760
ALPHA
Al
Albemarle, N. C. 28002-1760
[phone]
[phone] Fax
March 26, 2012
SW General Permit Coverage Renewal
Stormwater Permitting Unit
1617 Mail Service Center
Raleigh, NC 27699-1617
CM/RRR 47011 2970 0002 8888 1949
Reference: NPDES SW Permit Coverage —Name Chance
General Stormwater Dischar�,,e Permit NCG 180034
Stanly Fixtures Company
Norwood, Stanly County, NC 28128
0
Attention: Bradley Bennett FiAR 2 7 2012
Dear Bradley, LweQua
Attached, please find the signed Surface Water Protection Section, Permit
Name/Ownership Change Form for the captioned facility.
If you have any questions, please contact me at once.
Sincerely,
Conrad A. Carter, .Ir., P.E.
President
Cc:
Ms. Betty Harrison
Stanly Fixtures Acquisition, LLC
P.O. Box 616
Norwood, NC 28128
File: Word \ Stan IyFix\Storm_WaterName_Change-2012-03-26.doc

F WATF
O�� 9oG Beverly Eaves Pudu0. Gavemor
vy Dee Freeman, Secretary.
>_ y North Carolina Department of hnvironment and Natural Resources
13
Coleen H. Sullins, Director
Division of Wmer Quality
SURFACE WATER�PROTECPION SECTION'
PERMIT"NAME/OW NERSHIP'CHANGE*ORM`r: F
1. Please enter the permit number for which the change is requested.
NPDES Permit (or) Certificate of Coverage
N I G 19 16 N 10 10 11 is 0 C 3 4
II. Permit status prior to requested change.
a. Permit issued to (company name): S TAN uY Ftxr.+RES 6ei 1-NC
b. Person legally responsible for permit: HARD LU Tmamo0 -
First MI Last
P0.c 5 t tw7�N T
•ride
Po lux G 16
Permit Bolder Mailing Address
NOP-Woop W, aF/?.s
City State zip
( 74 ) 474-3)89- ( >
Phone Fax
c. Facilityname(discharge): $TA&ml( Ft)L7r-2E6 Co XtjC
d. Facility address: I1 b3S Ne 13A /.♦ W Y
Address
Nc- a81a8
City State Zip
e. Facility contact person: Qc-rr-I Ilgl¢RtsoN (-Xf )`F74-318¢
First / MI / Last Phone
111. Please provide the following for the requested change (revised permit).
a. Request for change is a result of: ❑n Change in ownership of the facility
❑ Name change of the facility or owner
If other please explain:
b.. Permit issued to (company name):
c. Person legally responsible for permit:
@ P OwP=3 P
MAR 2. 7 2012
DENR - WATER QUALRY
d. Facility name (discharge):
e. Facility address:
f. Facility contact person:
T A.GSI0 ov 1
'rille
PO Box 6 /h
Permit Holder
NoRWoo
Mailing Address
NG .Zg 1�A
City
(704 ) '*74- -31 8'4
State Zip
Phone
STANI.Y Ft2L7-oafs
AA E-mail Address
ACRuistTloN LLC
11G3S NC 138
fLur,
Address
/Va�iu00� NL o%$'118
City
.BETTY
State Zip
I �A�2QtSor�
First
(704) ,+74-3) 84
MI Iasi
Phone
E-mail Address
Revised 812008 X A 6A. SrANLY Furs l,AGs

PERMIT NAME/OWNERSHIP CHANGE FORM
Page 2 of 2
IV. Permit contact information (if different from the person legally responsible for the permit)
Permit contact: 6E7TY 14 +4RISoi+
First MI Last
Title
Mailing Address
AJC)X%.-ooP, NL ,2$/ez$
City State Zip
-) ( �D +74-31 s4
Phone E-mail Address
V. Will the permitted facility continue to conduct the same industrial activities conducted prior
to this ownership or name change?
® Yes
❑ No (please explain)
VI Required Items: THIS APPLICATION WILL BE RETURNED UNPROCESSED IF 1'I'EMS
ARE INCOMPLETE OR MISSING:
This completed application is required for both name change and/or ownership change
requests.
Legal documentation of the transfer of ownership (such as relevant pages of a contract deed,
or a bill of sale) is required for an ownership change request. Articles of incorporation are
not sufficient for an ownership change.
........................................................................................................................
The certifications below must be completed and signed by both the permit holder prior to the change, and
the new applicant in the case of an ownership change request. For a name change request, the signed
Applicant's Certification is sufficient.
PERMITTEE CERTIFICATION (Permit holder prior to ownership change):
1, est that this application for a name/ownership change has been reviewed and is accurate and
complete to the best of my knowledge. I understand that if all required parts of this application are not
completed and that if all required supporting information is not included, this application package will be
returned as incomplete.
Signature Date
APPL&CANT CERTIFICATION
l,ioa attest that this application for a name/ownership change has been reviewed and is accurate and
complete to the best of my knowledge. I understand that if all required parts of this application are not
completed and that if all required supporting information is not included, this application package will be
returned as incomplete.
O 3/2%o ; 2.
Signature Date
PLEASE SEND THE COMPLETE APPLICATION PACKAGE TO:
Division of Water Quality
Surface Water Protection Section
1617 Mail Service Center
Raleigh, North Carolina 27699-1617
Revised 712008

ASSET PURCHASE AGREEMENT
By and Among
Stanly Fixtures Company, Inc.,
a North Carolina corporation,
as Seller,
Stanly Fixtures Acquisition, LLC,
a North Carolina limited liability company,
as Purchaser, and
Ronald S. Aldridge, Kenny M. Bowers, Todd R. Curlee, Steven R. Cycotte
Lloyd W. Lisk, Boyce E. Thompson and Harold W. Thompson,
as Shareholders, and
Dated as of July _, 2010, and effective as of June 30, 2010

ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASF AGREEMENT (this "Agreement"), dated as of July_,
2010 and effective as of June 30, 2010 (the "Effective Date"), is by and among Stanly Fixtures
Company, Inc., a corporation organized under the laws of North Carolina ("Seller'), Stanly
Fixtures Acquisition, LLC, a limited liability company organized under the laws of North
Carolina ("Purchaser"), and Ronald S. Aldridge, Kenny M. Bowers, Todd R. Curlee, Steven R.
Cycotte Lloyd W. Lisk, Boyce F. Thompson and Harold W. Thompson (each a "Shareholder'
and collectively, the "Shareholders").
BACKGROUND STAIBMENT
Seller is operates a business primarily engaged in the manufacturing of shelving, lockers,
and office and store fixtures, plastics laminated fixture tops, and related fabricated products,
chiefly of wood at a manufacturing facility located in Stanly County, North Carolina and other
related businesses (collectively, the "Business"). Where the context allows, the term "Business"
shall also mean Seller and its predecessors insofar as the operation of the Business, as above
defined, is concerned.
Seller desires to sell, and Purchaser desires to purchase, the Business, the goodwill
associated with the Business, and substantially all of the other assets of Seller, all upon the terms
and subject to the conditions set forth in this Agreement.
Seller and Purchaser desire to make certain representations, warranties, covenants and
agreements in connection with the purchase and sale contemplated by this Agreement.
The Shareholders are all of the shareholders of Seller, and the consummation of the
transactions contemplated herein represents material benefits to each Shareholder.
STATEMENT"OF AGREEM ENT
NOW, THEREFORE, in consideration of the foregoing and mutual representations.
warranties, covenants and agreements hereinafter set forth, and for other consideration, the
receipt and sufficiency of which are acknowledged, the parties to this Agreement agree as
follows:
ARTICLE 1
DEFINITIONS
Section 1.1 Definitions. As used in this Agreement, the following terms have the
following meanings:
"Agreement" has the meaning set forth in the preamble.
"Affiliate" means, with respect to a specified Person, any other Person or member of a
group of Person acting together that, directly or indirectly, through one or more intermediaries,

controls, or is controlled by or is under common control wrtn, me specified rcrson. ns used In
this Agreement, the term "control" (including the terms "controlling," "controlled by" and
"under common control with") means the possession, direct or indirect, of the power to direct or
cause the direction of the management and policies of a Person, whether through the ownership
of voting interests, by contract or otherwise.
"Assets" has the meaning set forth in Section 2.2.
"Assumed Contracts" has the meaning set forth in Section 2.2(c).
"Assumed Liabilities" has the meaning set forth in Section 2.5.
"Audits" means any federal, state, local or foreign audits or other administrative
proceedings or court proceedings.
"Business" has the meaning set forth in the Background Statement.
"Business Day" means any day other than Saturday, Sunday or any day on which banks
located in North Carolina are authorized or obligated to close.
"Business Information" means all information and materials relating to the Business or
the Assets, whether in oral, written, graphic or machine-readable form, that is proprietary in
nature, including without limitation all specifications, user, operations or systems manuals,
diagrams, graphs, models, sketches, technical data, research, business or financial information,
plans, strategies, forecasts, forecast assumptions, business practices, marketing information and
material, customer names, proprietary ideas, concepts, know-how, methodologies and all other
information related to the Business or the Assets; rod vided, however, that "Business
Information" will not include any of the foregoing that is then in the public domain.
"Charter Documents" means (a) the certificate or articles of incorporation and the
bylaws of a corporation, (b) the certificate of formation and partnership agreement of a
partnership, (c) the articles of organization and limited liability company agreement or operating
agreement of a limited liability company and (d) the charter, formation or constitutional
documents of any other legal entity, in each case including all amendments thereto.
"Claim" means any existing or threatened claim, demand, suit, action, investigation,
proceeding or cause of action of any kind or character (in each case, whether civil, criminal,
investigative or administrative and whether made by a Governmental Authority or any other
Person), known or unknown, absolute or contingent, asserted or unasserted, under any theory,
including, without limitation, contract, tort, statutory liability, strict liability, employer liability,
premises liability, products liability, breach of warranty or malpractice.
"Closing" has the meaning set forth in Section 2.1.
"Closing Date" has the meaning set forth in Section 2.1.
"Code" means the Internal Revenue Code of 1986, as amended.
"Contract" means any written or oral contract, agreement, indenture, note, bond, loan,
instrument, lease, mortgage, license, franchise, obligation, commitment or other arrangement,
agreement or understanding.
"Conveyance Agreements" has the meaning set forth in Section 6.1.
"Dollars" means United States Dollars.

-citecuve vate nas me meaning set rortn in me prearnme.
"Encumbrance" means any encumbrance, security interest, mortgage, deed of trust, lien,
charge, pledge, option, right of first refusal or similar right, easement, restrictive covenant, Claim
or restriction of any kind, including, without limitation, any restriction on the use, transfer,
receipt of income or other exercise of any attributes of ownership.
"Environmental Law" means each Law, Order or Permit relating to pollution, protection
or preservation of human health or the environment, including ambient air, surface water, ground
water, land surface or subsurface strata, and natural resources, and including each Law, Order or
Permit relating to emissions, discharges, releases or threatened releases of Hazardous Materials,
or otherwise relating to the manufacturing, processing, distribution, use, treatment, generation,
storage, containment (whether above ground or underground), disposal, transport or handling of
Hazardous Materials, or the preservation of' the environment or mitigation of adverse effects
thereon and each Law, Order or Permit with regard to record keeping, notification, disclosure
and reporting requirements respecting Hazardous Materials.
"Excluded Assets" has the meaning set forth in Section 2.3.
"Excluded Liabilities" has the meaning set forth in Section 2.6.
"Fixed Assets" has the meaning set forth in Section 2.2(d).
"Governmental Authority" means any any nation or government, any state or other
political subdivision, agency or instrumentality thereof, any governmental or quasi -governmental
entity exercising executive, legislative, judicial, regulatory or administrative functions and any
court or arbitrator having jurisdiction over any party hereto or any of its assets or properties.
"Hazardous Material" means any substance, material, contaminant, pollutant or waste
presently or hereafter listed, defined, designated or classified as hazardous, toxic, radioactive or
dangerous under any Environmental Law or regulated as such by any Governmental Authority
including, without limitation, any industrial substance, petroleum (or any derivative or by-
product thereof), radon, radioactive material, asbestos (or asbestos containing material), urea
formaldehyde, foam insulation, lead or polychlorinated biphenyls.
"Indemnitees" has the meaning set forth in Section 8.1.
"Indemnifying Parry" has the meaning set forth in Section 8.4(a).
"Intellectual Property" means all United States and foreign intellectual and industrial
property, including patent applications, patents and any reissues or reexaminations thereof,
trademarks, service marks, trademarldservice mark registrations and applications, brand names,
trade names, entity names, all other names and slogans embodying business or product goodwill
(or both), copyright registrations, mask works, copyrights, moral rights of authorship, rights in
designs, trade secrets, technology, inventions, discoveries, improvements, know-how,
proprietary rights, computer software and firmware, internet domain names, specifications,
drawings, designs, formulae, processes, methods, technical information, confidential and
proprietary information, and all other intellectual and industrial property rights, whether or not
subject to statutory registration or protection.
"Inventory" means all the inventory of finished products, raw materials and work in
process for products of Seller, wherever located, together with all rights of Seller against
suppliers of such inventory.

"Law" means any applicable law, statute, code, ordinance, rule or regulation
promulgated by any Governmental Authority, including any policy having the force and effect of
law, any rule of common law and anyjudicial or administrative interpretation thereof.
"Legal Proceeding" means any judicial, administrative, regulatory or arbitral
proceeding, investigation or inquiry or administrative charge or complaint pending at law or in
equity by or before any Governmental Authority.
"Liabilities" means any and all Claims, debts, liabilities and obligations of any nature
whether absolute or contingent, asserted or unasserted, accrued or unaccrued, known or
unknown, liquidated or otherwise.
"Licensed Intellectual Property" has the meaning set forth in Section 3.1 I (a).
"Licenses" has the meaning set forth in Section 3.1 1(a).
"Losses" means all Liabilities, losses, damages, diminutions in value, costs (including,
without limitation, costs of investigation), fines, fees and expenses (including reasonable
attorneys' fees incident to any of the foregoing).
"Order" means any order, injunction, judgment, decree, ruling, writ, assessment or
arbitration award by a Governmental Authority of competent jurisdiction.
"Ordinary Course of Business" means the usual and ordinary course of business for the
Business, consistent with past practice.
"Permit" means any written approval, consent, exemption, franchise, license, permit,
waiver, registration, filing, certificate or other authorization required or issued by any
Governmental Authority to conduct the Business as currently conducted or as proposed to be
conducted following this transaction.
"Person" means any natural person, corporation, partnership, firm, joint venture, limited
liability company, association, joint-stock company, trust, unincorporated organization,
Governmental Authority or other legal entity.
"Purchaser" has the meaning set forth in the preamble.
"Purchase Price" has the meaning set forth in Section 2.4.
"Purchaser Documents" has the meaning set forth in Section 4.2.
"Real Property" has the meaning set forth in Section 2.2(a).
"Records" means files, documents, instruments, papers, computer files and records and
any other records, whether stored electronically, evidenced in writing, or otherwise.
"Related Parties" means, with respect to any Person, the Affiliates, shareholders and
beneficial owners (whether direct or indirect), directors, officers, employees and consultants of
such Person, and the family members of each of the foregoing who are natural persons.
"Seller" has the meaning set forth in the preamble.
"Seller Contract" means any Contract to which Seller is a party, obligor or beneficiary
or by which any of the properties and assets of Seller is bound.
"Seller Documents" has the meaning set forth in Section 3.2.

"'faxes" (including, with correlative meaning, the term -'lax") means all taxes, cnarges,
fees, levies, duties, penalties, assessments or other amounts imposed by or payable to any
foreign, federal, state, local or other taxing authority or agency, including without limitation
income, gross receipts, profits, windfall profits, gains, minimum, alternative minimum,
estimated, ad valorem, value added, severance, stamp, customs, import, export, utility, use,
service, excise, property, sales, transfer, franchise, payroll, withholding, social security,
disability, employment, workers compensation, unemployment compensation and other taxes,
and including any interest, penalties or additions attributable thereto.
"Tax Return" means any return, report, information return or other document (including
any related or supporting information) required to be prepared with respect to Taxes.
"Third Party" means any Person other than Seller, the Shareholders, Purchaser or any of
their respective Affiliates.
Section 1.2 Certain Interpretive Matters. In this Agreement, unless the context
otherwise requires:
(a) words of the masculine, neuter, or feminine gender shall include the
masculine, neuter, and/or feminine gender;
(b) reference to any Person includes such Person's successors and assigns but,
if applicable, only if such successors and assigns are permitted under this Agreement, and
reference to a Person in a particular capacity excludes such Person in any other capacity;
(c) whenever the plural form of a word is used in this Agreement, that word
will include the singular form of that word, and whenever the singular form of a word is
used in this Agreement, that word will include the plural form of that word;
(d) the term "or" does not exclude any of the items describe[;
(e) "including" (and with correlative meaning "include") means including
without limiting the generality of any description preceding or succeeding such term;
(1) the headings of any article, section, schedule or exhibit of this Agreement
are for convenience only and in no way modify, interpret, or construe the meaning of
specific provisions of the Agreement;
(g) reference to any Law means such Law as amended, modified codified, or
reenacted, in whole or in part, and in effect from time to time, including rules and
regulations promulgated thereunder; and
(h) any agreement, instrument, insurance policy, Law, statute, regulation, rule,
or order defined or referred to herein or in any agreement or instrument that is referred to
herein means such agreement, instrument, insurance policy, statute, regulation, rule, or
order as from time to time amended, modified, or supplemented, including (in the case of
agreements or instruments) by waiver or consent and (in the case of statutes, regulations,
rules, or orders) by succession of comparable successor statutes, regulations, noes, or
orders and references to all attachments thereto and instruments incorporated therein.

-t'ne panics runner acxnowieuge anu agree tnac III) «os agreement Is Lite result ur
negotiations among the parties and shall not be deemed or construed as having been drafted by
any one party; (b) each party and its counsel have reviewed and negotiated the terms and
provisions of this Agreement (including any exhibits and schedules attached hereto) and have
contributed to its revision; (c) the rule of construction to the effect that any ambiguities are
resolved against the drafting party shall not be employed in the interpretation of this Agreement;
and (d) the terns and provisions of this Agreement shall be construed fairly as to all parties
hereto and not in favor of or against any party, regardless of which party was generally
responsible for the preparation of this Agreement.
ARTICLE II
PURCHASE AND SALE OF ASSETS AND ASSUMPTION OF LIABILITIES
Section 2.1 Closine. The consummation of the transactions contemplated by this
Agreement (the "Closing") will take place at the offices of Seller located at 11635 NC 138
Highway, Norwood, North Carolina 28128 contemporaneously with the execution of this
Agreement. The date on which the Closing occurs is referred to in this Agreement as the
"Closing Date." For all purposes, the Closing shall be deemed to be effective as of 11:59 p.m.
Norwood, N.C. local time on the Effective Date. All proceedings to be taken and all documents
to be executed and delivered by all parties at the Closing will be deemed to have been taken.
executed and delivered simultaneously, and no proceedings will be deemed taken nor any
documents executed or delivered until all have been taken, executed and delivered.
Section 2.2 Purchase and Sale of the Assets. On the terms and subject to the
conditions set forth in this Agreement, at the Closing, Seller will sell, assign, transfer, convey
and deliver the Assets to Purchaser, and Purchaser will purchase, acquire and accept the Assets
from Seller. The "Assets" consist of all of Seller's rights, title and interests in and to the
Business, the goodwill of Seller related to the Business and all of the assets, properties and rights
of Seller (other than, in each case, the Excluded Assets), wherever located, whether tangible or
intangible, recorded or unrecorded, as the same exist as of the Closing, including, without
limitation, all of Seller's rights, title and interests in and to the assets, properties and rights
described in the following paragraphs:
(a) All real property owned by Seller and located at 11635 NC 138 Highway,
Norwood, North Carolina 28128, which is more particularly described on
Schedule 2.2(a), together with all easements and appurtenances thereto and all buildings,
fixtures and other improvements thereon (the "Real Property")
(b) all Inventory;
(c) all leasehold improvements, furniture, furnishings, fixtures, equipment,
machinery, vehicles, parts, signage, tools, materials, supplies, maintenance supplies,
office supplies, computers and other hardware and other tangible personal property
(collectively, "Fixed Assets");

tat all ngnts unaer or pursuant to all warranties, representations anti
guarantees made by suppliers, manufacturers, contractors or others in connection with the
operation of the Business or affecting the Fixed Assets;
(e) all Seller Contracts set forth on Schedule 2.2(e), and all rights and
remedies of Seller under such Contracts (including any rights of recovery or set off and
rights of recoupment), subject to Seller obtaining any required consents to the assignment
of such Contracts (collectively, the "Assumed Contracts");
(0 all cash, bank accounts, certificates of deposit, treasury bills, treasury
notes and marketable securities;
(g) all accounts receivable and all notes receivable (whether short-term or
long-term);
(h) prepaid expenses made or paid to utility companies, vendors or otherwise,
together with any unpaid interest accrued thereon from the respective obligors and any
security or collateral therefor, including recoverable deposits and any Tax refund due
with respect to any period prior to the Closing; and
(i) all Permits (to the extent permitted by applicable Law to be transferred);
0) all books, Records, or other data relating to the Business, including,
without limitation, employee files, pricing guidelines, studies, reports, customer lists,
customer prospect lists, vendor and supplier lists, mailing lists. customer sales and
payment histories, all documents and information relating to utilization patterns,
customer relations, costs, inventory, machinery and equipment, sales and purchasing,
promotional, instructional or educational documentation, other general administrative or
marketing information, and copies of financial statements and tax returns;
(k) all telephone numbers, facsimile numbers, intereet addresses, domain
names and rights, and directory listings relating to the Business;
(1) all marketing brochures and materials and other printed or written
materials in any forth or medium relating to Seller's ownership of or operation of the
Business that Seller is not required by Law to retain, and duplicates of any such materials
that Seller is required by Law to retain;
(m) all Intellectual Property (including the rights to sue for (and remedies
against) past, present and future infringements thereof, and rights of priority and
protection of interests therein under applicable Laws;
(n) all Claims relating to any of the other Assets and all affirmative defenses,
applicable statute of limitations, cross claims, counterclaims, set -offs or third party
claims, claims for collection, indemnity rights and other claims and causes of action
arising out of occurrences before or after the Closing and other intangible rights and
assets in each case relating to any other Assets or any Assumed Liability.

Section 2.3 Excluded Assets. The Assets sold, assigned, transferred, conveyed and
delivered by Seller to Purchaser pursuant to this Agreement will not include any of the following
assets, rights and interests of Seller (collectively, the "Excluded Assets"):
(a) Any Seller Contracts set forth on Schedule 2.6;
(b) Pension, profit sharing or savings plans and trusts and the assets thereof.
(c) Minute books and stock books of Seller or any of its predecessors in
interest.
Section 2.4 Purchase Price. The aggregate consideration to be paid by Purchaser to
Seller as consideration for the purchase and sale of the Assets is $2,574,824.69 (the "Purchase
Price"). The Purchase Price shall be payable on the Closing Date in immediately available
funds directly to (i) Wachovia Bank, N.A. in the amount of $2,324,085.79 and (ii) Lee Farmer in
the amount of $250,738.90.
Section 2.5 Assumption of Assumed Liabilities. Subject to the conditions set forth
in this Agreement, at the Closing, Seller will transfer and assign the Assumed Liabilities to
Purchaser, and Purchaser will assume the Assumed Liabilities from Seller, all to be effective as
of the Closing. The "Assumed Liabilities" consist of the obligations, rights and remedies of
Seller after the Effective Date pursuant to the Assumed Contracts, other than Liabilities resulting
from any breach or default (or event that with notice or lapse of time, or both, would constitute a
breach or default) by Seller thereunder, and the Liabilities set forth on Schedule 2.5.
Section 2.6 Excluded Liabilities. Purchaser will not assume or become liable for any
of the following Liabilities of Seller (collectively, the "Excluded Liabilities"):
(a) any Seller Contracts set forth on Schedule 2.6;
(b) all Liabilities in respect of any of the Excluded Assets;
(c) all Liabilities relating to any director, officer, employee, consultant or
other agent of Seller not expressly assumed by Purchaser;
(d) all Liabilities relating to the litigation matters not expressly assumed by
Purchaser;
(e) all Liabilities relating to the conduct of the Business or the operation of
the Assets for all periods through and including the Closing Date;
(f) all Taxes of, or in respect of, Seller for all taxable periods, whenever
incurred, and all Taxes attributable to or incurred in connection with the Business or the
Assets for all taxable periods through and including the Closing Date; and
(g) all other Liabilities not expressly assumed by Purchaser pursuant to
Section 2.5.

Section 2.7 Tax Allocation. The Purchase Price will be allocated for 'I ax purposes as
set forth in Schedule 2.7. Subject to the requirements of any applicable Tax law, each of the
parties hereby covenants and agrees that it will not take a position on any Tax Return, before any
Governmental Authority charged with the collection of any Tax or in any Legal Proceeding that
is in any way inconsistent with the terms of this Section 2.7 and that it will make consistent use
of such allocation, fair market values and useful lives for all Tax purposes and in all filings,
declarations and reports with the Internal Revenue Service in respect thereof, including the
reports required to be filed under Section 1060 of the Code. In any Legal Proceeding related to
the determination of any Tax, no party shall contend or represent that the allocation determined
by the parties in accordance herewith is not a correct allocation.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SELLER
For the purposes of this Agreement the phrase "to Seller's knowledge" and any similar
phrases regarding Seller's knowledge, shall mean only the actual knowledge of Seller's officers
and directors. Seller hereby represents and warrants to Purchaser that:
Section 3.1 OrPanization. Seller is a corporation, duly organized and validly existing
under the laws of the State of North Carolina. Seller has full power and authority to own, lease
and operate its assets and properties and to conduct the portion of the Business conducted by it.
Section 3.2 Enforceability. Seller has full power and authority to execute and deliver
this Agreement and each of the other agreements, certificates and instruments to be executed by
Seller in connection with or pursuant to this Agreement (collectively, and together with this
Agreement, the "Seller Documents"), to perform its respective obligations under Seller
Documents and to consummate the transactions contemplated by the Seller Documents. The
execution and delivery by Seller of the Seller Documents, the performance by Seller of its
obligations under the Seller Documents and the consummation by Seller of the transactions
contemplated by the Seller Documents have been duly authorized by all necessary corporate
action. This Agreement has been duly and validly executed and delivered by Seller and
constitutes the legal, valid and binding obligation of Seller enforceable against Seller in
accordance with its terms. As of the Closing, the other Seller Documents will be duly and
validly executed and delivered by Seller and, upon such execution and delivery, will constitute
the legal, valid and binding obligations of Seller enforceable against Seller in accordance with
their respective terms.
Section 3.3 No Conflicts. To Seller's knowledge, the execution and delivery by
Seller of the Seller Documents and the performance by Seller of its respective obligations under
the Seller Documents do not, and will not:
(a) violate any provision of Law or any Permit;
(b) violate any provision of the Charter Documents of Seller; or
(c) require any consent, waiver, approval, registration, order, action or
authorization of, declaration or filing with or notification to, any Governmental Authority

or other Person (whether pursuant to a Contract or otherwise), other than a consent,
waiver, approval, authorization, declaration, filing or notification that has been obtained
or made prior to the execution and delivery by Seller of this Agreement.
Section 3.4 Assets. Seller has, or will have at Closing, as applicable, good and
marketable title to all of the Assets, free and clear of all Encumbrances. The execution and
delivery of the Conveyance Agreements by Seller at the Closing will convey to and vest in
Purchaser good and marketable title to the Assets, free and clear of all Encumbrances.
Section 3.5 Undisclosed Liabilities. To Seller's knowledge, Seller has no Liabilities
other than those that have been set forth on the schedules hereto or set forth and accounted for on
Seller's financial statements.
Section 3.6 Legal Proceedines. To Seller's knowledge, except as set forth on
Schedule 3.6, there are no Legal Proceedings pending or threatened that could affect the validity
of this Agreement or any action taken or to be taken by Seller in connection with the
consummation of the transactions contemplated by this Agreement. To Seller's knowledge, none
of Seller, the Business and the Assets are subject to or bound by any Order currently in effect.
Section 3.7 Insurance. To Seller's knowledge, all of the material properties of Seller
are insured for the benefit of Seller, and will be so insured through the Closing Date, in amounts
and against risks customary in similar businesses for similar properties.
Section 3.8 Compliance with Law. To Seller's knowledge, Seller has complied, in
all material respects, with all Laws that are applicable to the Business, including without
limitation all Laws relating to occupational health and safety, product quality and safety and
employment and labor matters. No Legal Proceeding has been served or is threatened against
Seller with respect to the Business alleging any such failure to comply.
Section 3.9 Permits. To Seller's knowledge, Seller has all Permits necessary for the
conduct of the Business as currently conducted, all such Permits are in full force and effect and
Seller is in compliance with the requirements of all such Permits. No loss or expiration of any
Permit is pending, threatened or reasonably foreseeable, other than expiration of Permits that
may be renewed in the Ordinary Course of Business without lapsing.
Section 3.10 Environmental Matters.
(a) Legal Compliance. To Seller's knowledge, except as set forth on
Schedule 3.10, the Business is now and has always been conducted in compliance with
all Environmental laws. With respect to the Real Property during Seller's ownership and
time of occupancy, except as set forth on Schedule 3.10 no Hazardous Materials have
been released into the environment, or deposited, discharged, placed or disposed of at, on,
from or under the Leased Property in violation of any Law. No portion of the Leased
Property is presently being used for the disposal, storage, treatment, processing or other
handling of I lazardous Materials in violation of any Law, and no Hazardous Materials are
located on the Leased Property in violation of any Law, except as set forth on
Schedule 3.10.

(b) Aosence or US Is and hazardous Materials. During seller's ownership
and time of occupancy no asbestos or asbestos containing materials have been installed,
used, incorporated into, or disposed of on or in connection with any of the Assets or the
Real Property, and no asbestos or asbestos -containing materials are present in any of the
Assets or on the Real Property. During Seller's ownership and time of occupancy no
polychlorinated biphenyls have been introduced to or used in connection with the Assets
or the Real Property, in the forth of electrical transformers, Fluorescent light fixtures with
ballasts, cooling oils, or any other device or form and no such polychlorinated biphenyls
are present on the Real Property. There are no underground storage tanks ("USTs")
installed on or existing in connection with the Leased Property. All USTs previously
located on the Real Property, if any, were removed in accordance with all applicable
Environmental Laws. Except as set forth on Schedule 3.10, there is no indication of any
environmental violations or of any Hazardous Materials or residue therefrom on, about or
under the Real Property or migrating to or from the Real Property.
(c) No Claims or Proceedings. To Seller's knowledge, Seller is not subject to
any pending Claim or Legal Proceeding investigating, asserting or alleging the violation
of any Environmental law. Neither Seller, nor any of its respective properties and assets,
are subject to any Liability relating to any Claim or Legal Proceeding, any settlement
thereof or any Order asserted, arising under or relating to any Environmental Law.
Except as set forth on Schedule 3.10, there are no environmental conditions regarding the
Business or the assets of Seller that could reasonably be anticipated to (i) form the basis
of any Claim against the Business, Seller's assets or Seller, or (ii) cause the Business or
Seller's assets to be subject to any restriction on ownership, occupancy, use or transfer
under any Environmental Law.
(d) No Notices or Threats of Liability. Seller has not received any notice,
demand letter or request for information from any Governmental Authority or other
Person indicating, asserting or alleging that Seller is, may be, has or may have violated
any Environmental Law, may be liable under any Environmental Law or may be a
potentially responsible party at any Superfund site. No Governmental Authority or other
Person has threatened to initiate any Claim, Legal Proceeding or investigation relating to
the violation or possible violation of any Environmental Law by Seller.
(e) Environmental Reports. No reports have been filed, or are required to be
filed, by Seller, or relating to the Business or any of its properties and assets, concerning
the release of any Hazardous Material or the threatened or actual violation of any
Environmental Law.
Section 3.11 No Misrepresentations. The representations, warranties and statements
made by Seller in or pursuant to this Agreement are true, complete and correct in all material
respects and do not contain any untrue statement of a material fact or omit to state any material
fact necessary to make any such representation, warranty or statement, under the circumstances
in which it is made, not misleading. Seller has disclosed to Purchaser all facts and information
material to the proposed purchase of the Assets hereunder that is known to Seller.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF PURCHASER
For the purposes of this Agreement the phrase "to Purchaser's knowledge" and any
similar phrases regarding Purchaser's knowledge, shall mean only the actual knowledge of
Purchaser's officers and directors. Purchaser hereby represents and warrants to Seller that:
Section 4.1 Organization. Purchaser is a limited liability company, duly organized
and validly existing under the laws of the State of North Carolina. Purchaser has full power and
authority to own, lease and operate its assets and properties and to conduct the portion of the
Business conducted by it.
Section 4.2 Enforceability. Purchaser has full corporate power and authority to
execute and deliver this Agreement and each of the other agreements, certificates and
instruments to be executed by Purchaser in connection with or pursuant to this Agreement
(collectively, and together with this Agreement, the "Purchaser Documents"), to perform its
obligations under the Purchaser Documents and to consummate the transactions contemplated by
this Agreement. The execution and delivery by Purchaser of the Purchaser Documents, the
performance by Purchaser of its obligations under the Purchaser Documents and the
consummation by Purchaser of the transactions contemplated by the Purchaser Documents have
been duly authorized by all necessary corporate action. This Agreement has been duly and
validly executed and delivered by Purchaser and constitutes the legal, valid and binding
obligation of Purchaser enforceable against Purchaser in accordance with its terms. As of the
Closing, the other Purchaser Documents will be duly and validly executed and delivered by
Purchaser and, upon such execution and delivery, will constitute the legal, valid and binding
obligations of Purchaser enforceable against Purchaser in accordance with their respective terms.
Section 4.3 No Conflicts. To Purchaser's knowledge, the execution and delivery by
Purchaser of the Purchaser Documents and the performance by Purchaser of its respective
obligations under the Purchaser Documents do not, and will not:
(a) violate any provision of Law or any Permit;
(b) violate any provision of the Charier Documents of Purchaser; or
(c) require any consent, waiver, approval, registration, order, action or
authorization of, declaration or filing with or notification to, any Governmental Authority
or other Person (whether pursuant to a Contract or otherwise), other than a consent,
waiver, approval, authorization, declaration, filing or notification that has been obtained
or made prior to the execution and delivery by Seller of this Agreement.
Section 4.4 Legal Proceedings. To Purchaser's knowledge, there are no Legal
Proceedings pending or threatened that could affect the validity of this Agreement or any action
taken or to be taken by Purchaser in connection with the consummation of the transactions
contemplated by this Agreement.

AKTICIA- V
COVENANTS
Section 5.1 Further Assurances. At or following the Closing, and without further
consideration, Seller will execute and deliver to Purchaser such further instruments of
conveyance and transfer as Purchaser may reasonably request in order to more effectively
convey and transfer the Assets to Purchaser and to put Purchaser in operational control of the
Business, or for aiding, assisting, collecting and reducing to possession any of the Assets or
exercising any rights with respect thereto. Each party to this Agreement agrees to execute any
and all documents and to perform such other acts as may be necessary or expedient to further the
purposes of this Agreement and the transactions contemplated hereby.
Section 5.2 Confidentiality. From and after the Closing, Seller will, and will cause
each of its Related Persons, agents and representatives to, (a) maintain the confidentiality of the
Business Information (as defined below), using procedures no less rigorous than those used to
protect and preserve the confidentiality of their own proprietary information and (b) not, directly
or indirectly, (i) transfer or disclose any Business Information to any Third Party or (ii) take any
other action with respect to the Business Information that is inconsistent with the confidential
and proprietary nature thereof.
Section 5.3 Name Change. At or before the Closing Date, Seller will take all
necessary action to change any legal name, assumed name or other name in which it conducts
business to a name sufficiently dissimilar to "Stanly Fixtures', in Purchaser's reasonable
judgment, to avoid confusion. From and after the Closing. Seller will not use, and will prohibit
each of its Related Parties from using, any legal name, assumed name or other name in which it
conducts any business that, in Purchaser's reasonable judgment, contains names that are not
sufficiently dissimilar to `Benton Landscape Design and Irrigation" or "Carolina Hardscapes".
Section 5.4 Non -Assignable Assumed Contracts. To the extent any of the approvals,
consents or waivers referred to in Section 6.5 have not been obtained by Seller as of the Closing
(such Assumed Contracts being the "Non -Assignable Assumed Contracts"), and Purchaser
elects to waive any conditions with respect thereto and proceed to Closing, Seller will:
(a) use its best efforts to cooperate with Purchaser in any arrangements
designed to provide the benefits of such Non -Assignable Assumed Contract (including,
without limitation, the right to receive all amounts owing to Seller thereunder) to
Purchaser; and
(b) use its best efforts to enforce, at the request of Purchaser and at the
expense and for the account of Purchaser, any and all rights of Seller arising from such
Non -Assignable Assumed Contract against such issuer or grantor thereof or the other
party or parties thereto (including the right to elect to terminate such Non -Assignable
Assumed Contract in accordance with the terms thereof upon the written request of
Purchaser).
Section 5.5 Assistance with Permits and Filings. Seller will furnish Purchaser with
all information concerning Seller or the Business that is required for inclusion in any application

or filin¢ made by Purchaser to any Governmental Authority in connection with the transactions
contemplated by this Agreement. Seller will use commercially reasonable efforts to assist
Purchaser in obtaining any Permits, or any consents to assignment related thereto. that Purchaser
will require in connection with the continued operation of the Business and the Assets aRer the
Closing.
ARTICLE VI
SELLER CLOSING DELIVERIES
Section 6.1 Closine Deliveries. Seller shall deliver to Purchaser each of the following
at Closing:
(a) such warranty deeds, bills of sale, original titles for all titled Assets (if
any) duly endorsed by Seller, assignments, releases, consents to assignments and other
instruments of sale, conveyance, assignment, assumption and transfer satisfactory in form
and in substance to Purchaser as may be reasonably requested by Purchaser in order to
convey to the Purchaser all of Seller's rights, title and interests in and to the Assets and to
assign to Purchaser all of the Assumed Liabilities in the manner provided for in this
Agreement (collectively, the "Conveyance Agreements");
(b) a certificate of the Secretary of Seller certifying, as complete and accurate
as of the Closing, attached copies of the Charter Documents of Seller, certifying and
attaching all requisite resolutions or actions of Seller's board of directors and
shareholders approving the execution and delivery of this Agreement and the
consummation of the transactions contemplated herein and the change of name
contemplated by Section 5.3 and certifying to the incumbency and signatures of the
officers of Seller executing this Agreement and any other document relating to the
transactions contemplated by this Agreement and accompanied by the requisite
documents for amending the relevant Charter Documents of Seller required to effect such
change of name in form sufficient for filing with the appropriate Governmental
Authority;
(c) a receipt for the Cash Purchase Price paid to Seller at the Closing; and
(d) such other documents as Purchaser may reasonably request.
ARTICLE VII
PURCHASER CLOSING DELIVERIES
Section 7.1 Closing Deliveries. Purchaser shall deliver to Seller each of the following
at Closing:
(a) the Purchase Price in immediately available funds directly to (i) Wachovia
Bank, N.A. in the amount of $2,324,085.79 and (ii) Lee Farmer in the amount of
$250,738.90;

(b) executed originals of the Conveyance Agreements to the extent any such
Agreements are required to be executed by Purchaser; and
(c) a certificate of the Secretary of Purchaser certifying, as complete and
accurate as of the Closing, attached copies of the Charter Documents of Purchaser and
certifying and attaching all requisite resolutions or actions of Purchaser's board of
directors approving the execution and delivery of this Agreement and the consummation
of the transactions contemplated herein and certifying to the incumbency and signatures
of the officers of Purchaser executing this Agreement and any other document relating to
the Transactions contemplated herein; and
(d) such other documents as Seller may reasonably request.
ARTICLE VIII
INDFMNIFICATION
Section 8.1 Indemnification by Seller. Seller agrees to indemnify, defend and hold
harmless Purchaser and its shareholders, directors, officers, agents, and representatives from and
against any and all Claims and Losses which Purchaser may sustain at any time by reason of
(a) the breach or inaccuracy of or failure to comply with, or the existence of any facts resulting in
the inaccuracy of, any of the warranties, representations, covenants or agreements of Seller
contained in this Agreement or (b) the ownership or operation of the Assets prior to the Effective
Date, and not otherwise assumed by the Purchaser pursuant to this Agreement.
Section 8.2 Indemnification by Purchaser. Purchaser agrees to indemnify, defend
and hold harmless Seller and its shareholders, directors, officers, agents, and representatives
from and against any and all Claims and Losses which Seller may sustain at any time by reason
of (a) the breach or inaccuracy of or failure to comply with, or the existence of any facts
resulting in the inaccuracy of, any of the warranties, representations, covenants or agreements of
Purchaser contained in this Agreement or (b) the ownership or operation of the Assets following
the Effective Nate.
Section 8.3 Materiality. With respect to any claim for indemnification under this
Article VIII relating to a breach (or alleged breach) of a representation or warranty that contains
a materiality qualifier, such materiality qualifier will be considered for purposes of determining
whether a breach of such representation and warranty has occurred, but such materiality qualifier
will not be considered in determining the amount of the Losses arising out of such breach.
Section 8.4 Survival of Provisions; Nonwaiver. The representations and warranties,
affirmative obligations and indemnification provisions contained throughout this Agreement
shall survive the Closing and the delivery of all required documents hereunder, and shall
continue in effect for a period of two (2) years following the Closing Date. Ilowever, in the event
of any fraud or misrepresentation on the part of Seller, Purchaser's claim therefore shall survive
for the period provided by the applicable statute of limitations. Neither Purchaser nor Seller
shall be deemed to have waived the performance or benefit of any of the provisions of this
Agreement by closing, or by any other conduct or statement, except that such waiver be in
writing, signed by the party waiving the matter described therein.

AKTICLF.IX
TAX MATTERS
Section 9.1 Cooperation for Certain Tax -Related Matters. Purchaser and Seller
will, and will cause their respective representatives and agents to, provide any requesting party
that is a party to this Agreement with such assistance and documents, without charge, as may be
reasonably requested by such party in connection with (a) the preparation of any Tax Return of
or relating to Seller, (b) the conduct of any Audit relating to liability for or refunds or
adjustments with respect to 'faxes and (c) any other Tax -related matter that is a subject of this
Agreement. Such cooperation and assistance will be provided to the requesting party promptly
upon its request.
Section 9.2 Transfer Taxes. Notwithstanding any other provision of this Agreement
to the contrary, Seller will be liable for and will pay of all transfer (including real property
transfer and documentary), sales, use, gains (including state and local transfer gains taxes),
excise and other transfer of similar Taxes incurred in connection with the transfer of the Assets
to Purchaser, other than any Taxes based upon or measured by net income (collectively,
"Transfer Taxes"). Purchaser and Seller will mutually cooperate in perfecting any exemption
from Transfer Taxes available in connection with the transactions contemplated by this
Agreement and in timely preparing and filing any Tax Returns required in connection with
Transfer Taxes, provided, however, that in the case of any Tax Return required to be filed by
only one party, such party will not file such Tax Return without the written consent of the other
party, which consent will not be unreasonably withheld, conditioned or delayed.
ARTICLE X
SHAREHOLDER GUARANTY
Each Shareholder hereby guarantees to Purchaser the full and timely performance of all
of the covenants, obligations and agreements of Seller under this Agreement and Seller
Documents (the "Guarantee"); provided that no Shareholder shall be responsible for more than
15% of any amount the Seller may owe the Purchaser. The foregoing Guarantee shall include
the guarantee of the payment of all indemnifiable claims which become recoverable as a result
on the nonperformance of any of the obligations or agreements so guaranteed or as a result of the
nonperformance of this Guarantee. Purchaser may, at its option, proceed against either Seller or
any Shareholder or both for the performance of any such obligation or agreement, or for damages
for default in the performance thereof, without first proceeding against the other or against any of
its properties. Each Shareholder further agrees that its Guarantee shall be an irrevocable
extension and shall continue in effect notwithstanding any extension or modification for any
guaranteed obligation, any assumption of any such guaranteed obligation by any other party, or
any other act or thing which might otherwise operate as a legal or equitable discharge of a
guarantor, and each Shareholder hereby waives all special suretyship defenses and notice
requirements.

ARTICLE XI
MISCELLANEOUS
Section 11.1 Article, Section, Schedule and Exhibit References. Except as otherwise
specifically provided, any reference to any article, section, schedule or exhibit will be deemed to
refer to such article, section, schedule or exhibit of or to this Agreement.
Section 11.2 Time of Essence. With regard to all dates and time periods set forth or
referred to in this Agreement, time is of the essence.
Section 11.3 Entire Agreement. The exhibits and schedules to this Agreement are
hereby incorporated and made a part hereof and are an integral part of this Agreement. This
Agreement (including such exhibits and schedules) represents, and is intended to be, a complete
statement of all of the terms and the arrangements between the parties to this Agreement with
respect to the matters provided for in this Agreement, supersedes any and all previous oral or
written and all contemporaneous oral agreements, understandings, negotiations and discussions
between the parties to this Agreement with respect to those matters.
Section 11.4 .Iurisdiction4 Service of Process. Any Legal Proceeding arising out of or
relating to this Agreement or any transaction contemplated herein may be brought in the courts
of the State of North Carolina, County of Stanly, or, if it has or can acquire jurisdiction, in the
United States District Court for the Middle District of North Carolina, and each of the parties
irrevocably submits to the exclusive jurisdiction of each such court in any such Legal
Proceeding, waives any objection it may now or hereaRer have to venue or to convenience of
forum, agrees that all claims in respect of the Legal Proceeding shall be heard and determined
only in any such court and agrees not to bring any Legal Proceeding arising out of or relating to
this Agreement or any transaction contemplated herein in any other court. The parties agree that
either or both of them may file a copy of this Section with any court as written evidence of the
knowing, voluntary and bargained agreement between the parties irrevocably to waive any
objections to venue or to convenience of forum. Process in any Legal Proceeding referred to in
the first sentence of this section may be served on any party anywhere in the world.
Section 11.5 GOVERNING LAW. THIS AGREEMENT AND ANY
CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT
SHALL BE GOVERNED BY, INTERPRETED AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NORTH CAROLINA WITHOUT GIVING EFFECT
TO THE PRINCIPLES OF CONFLICTS OF LAWS OR ANY OTHER PRINCIPLE THAI"
COULD RESULT IN THE APPLICATION OF THE LAWS OF ANY OTI4ER
JURISDICTION.
Section 11.6 Specific Performance. Purchaser and Seller each acknowledge and agree
that the breach of this Agreement would cause irreparable damage to one or more of the other
parties and that such other party or parties will not have an adequate remedy at law. Therefore,
the obligations of Purchaser and Seller under this Agreement will be enforceable by a decree of
specific performance issued by any court of competent jurisdiction, and appropriate injunctive
relief may be applied for and granted in connection therewith. Additionally, each party agrees to
waive the defense in any suit that such other party has an adequate remedy at law and to

interpose no opposition, legal or otherwise as to the propriety of specific performance as a
remedy. Such remedies, however, will be cumulative and not exclusive and will be in addition
to any other remedies that any party may have under this Agreement or otherwise.
Section 11.7 Expenses.
(a) Except as otherwise expressly provided in this Agreement and regardless
of whether the transactions contemplated in this Agreement are consummated, each of
the parties to this Agreement will bear its own expenses (including, without limitation,
fees and disbursements of its counsel, accountants, financial advisors and other experts),
incurred in connection with the preparation, negotiation, execution, delivery and
performance of this Agreement, each of the other documents and instruments executed in
connection with or contemplated by this Agreement and the consummation of the
transactions contemplated by this Agreement and thereby.
(b) If attorneys' fees or other costs are incurred to secure performance of any
obligation under this Agreement, to establish damages for the breach thereof or to obtain
any other appropriate relief, whether by way of prosecution or defense, the prevailing
party will be entitled to recover reasonable attorneys' fees and costs incurred in
connection therewith.
Section 11.8 Notices. All notices, requests, demands, and determinations under this
Agreement (other than routine operational communications), must be in writing and will be
deemed duly given (a) when delivered by hand, (b) one (1) day after being given to a nationally
recognized overnight courier with a reliable system for tracking delivery or (c) five (5) days after
the day of mailing, when mailed by registered or certified mail, return receipt requested, postage
prepaid, and addressed as set forth below. A party may from time to time change its address or
designee for notification purposes by giving the other written notice of the new address or
designee and the date upon which it will become effective.
If to Seller: Stanly Fixtures Company, Inc.
11635 NC 138 Highway,
Norwood, North Carolina 28128
Phone: [phone]
Attention: Harold Thompson
If to Purchaser: Stanly Fixtures Acquisition, LLC
11635 NC 138 Highway,
Norwood, North Carolina 28128
Phone: [phone]
Attention: Boyce Thompson
Section 11.9 Severability. If any provision of this Agreement is determined to be
invalid, illegal, or unenforceable, the remaining provisions of this Agreement shall remain in full
force; provided that the essential provisions of this Agreement for each party remain valid
binding and enforceable.

Section 11.10 No Assignment. No assignment of this Agreement or of any rights or
obligations under this Agreement may be made by any party (by operation of Law or otherwise)
without the prior written consent of each of the other parties to this Agreement and any
attempted assignment without such required consents will be void.
Section 11.11 Binding Effect. This Agreement will be binding upon and inure to the
benefit of the parties and their respective successors and assigns. Nothing in this Agreement will
create or be deemed to create any third party beneficiary rights in any Person not party to this
Agreement except to the extent such obligations are specifically assumed.
Section 11.12 Amendments. This Agreement may be amended, supplemented or
modified, and any provision hereof may he waived, only by written instrument making specific
reference to this Agreement signed by Purchaser and Seller. Except as otherwise provided in this
Agreement, no action (other than a waiver) taken pursuant to this Agreement, including, without
limitation, any investigation by or on behalf of any party, will be deemed to constitute a waiver
by the party taking such action of compliance with any representation, warranty, covenant or
agreement contained in this Agreement. The waiver by any party to this Agreement of a breach
of any provision of this Agreement will not operate or be construed as a further or continuing
waiver of such breach or as a waiver of any other or subsequent breach. Except as otherwise
expressly provided in this Agreement, no failure on the part of any party to exercise, and no
delay in exercising, any right, power or remedy under this Agreement will operate as a waiver
thereof, nor will any single or partial exercise of such right, power or remedy by such party
preclude any other or further exercise thereof or the exercise of any other right, power or remedy.
All remedies under this Agreement are cumulative and are not exclusive of any other remedies
provided by Law.
Section 11.13 Counterparts. This Agreement may be executed by each of the parties
hereto on any number of separate counterparts, each of which shall be an original and all of
which taken together shall constitute one and the same instrument. Delivery of an executed
counterpart signature page to this Agreement in Portable Document Format (PDF) or by
facsimile transmission shall be as effective as delivery of a manually executed original
counterpart thereof.
Section 11.14 Incorporation by Reference. All of the schedules and exhibits hereto
referred to in this Agreement are hereby incorporated herein by reference and shall be deemed
and construed to be a part of this Agreement for all purposes.
(SIGNATURES FOLLOW]

IN WITNESS WHEREOF, Seller and Pwchascr have caused dub Agreement to Lc
executed by their duly authorized managers or officers, all as of the Effective Date.
SELLER:
STANLY FIXTURES COMPANY, INC.
By: '6—( .cQ :). 4g6"
Name: HPO.roW co. TµeOI S-kL
Title: -rRle.StDraLT
SHAREHOLDERS:
Printed Name: Ronald S. Aldri c
.��t lw► 9a. 1 a.oe-,
P nted me: Kenny M. Bowers
P ' ted Name: Todd R. Curlee
— Gn'K Z 9 ✓uL'r Zo/o
Printed Name: Ste Cyconc
-0e— 44z
Ptinte NameLloyd V. Lisk
r Cyr/ F AN44:9""
Priq Name: Boyce E. Th pson
�44uaQ,�pv 1
Printed Name: Harold W. Thompson
PURCHASER:
STANLY FIXTURES ACQUISITION, LLC
By: �J,%�Y &,•-
Name: 006 k C'V&W
Title: Ppesrmrar

State of North Carolina
Department of Environment
and Natural Resources
Division of Water Quality
James B. Hunt, Jr., Governor
Wayne McDevitt, Secretary
Kerr T. Stevens, Director
August 27, 1999
JERRY W ALMOND, SR
STANLY FIXTURES CO., INC.
P.O. BOX 616
NORWOOD, NC 28128
NCDENR
NORTH CAROLINA DEPARTMENT OF
ENVIRONMENT AND NATURAL RESOURCES
Subject: Reissue - NPDES Stormwater Permit
Stanly Fixtures Co., Inc.
COC Number NCGI80034
Stanly County
Dear Permittee:
In response to your renewal application for continued coverage under general permit NCGI80000, the Division of
Water Quality (DWQ) is forwarding herewith the reissued stormwater general permit. This permit is reissued
pursuant to the requirements of North Carolina General Statute 143-215.1 and the Memorandum of Agreement
between the state of North Carolina and the U.S. Environmental Protection Agency, dated December 6, 1983.
The following information is included with your permit package:
* A copy of general Stormwater permit NCG180000
* A Stormwater Pollution Prevention Plan (SPPP) Certification Form. Completion of this form is required to
certify that you have developed and implemented the SPPP as per the conditions of the permit. This form
must be completed and returned to the Division within 30 days of receipt of this letter.
DO NOT SEND the SPPP with the signed form.
* Five copies of the Analytical Monitoring form and five copies of the Qualitative Monitoring form
* A copy of a Technical Bulletin on the Stormwater program which outlines program components and
addresses frequently asked questions
* A corrected Certificate of Coverage if you indicated a name change on the Renewal Application
Your coverage under this general permit is not transferable except after notice to DWQ. The Division may require
modification or revocation and reissuance of the Certificate of Coverage. This permit does not affect the legal
requirements to obtain other permits which may be required by DENR or relieve the permittee from responsibility
for compliance with any other applicable federal, state, or local law rule, standard, ordinance, order, judgment, or
decree.
If you have any questions regarding this permit package please contact Tony Evans of the Central Office Stormwater
and General Permits Unit at [phone], ext. 584
Sincerely,
for Kerr T. Stevens
Director, Division of Water Quality
cc: Central Files
Mooresville Regional Office
1617 Mail Service Center, Raleigh, North Carolina 27699.1617 Telephone [phone] FAX [phone]
An Equal Opportunity Affirmative Action Employer 50% recycled/ 10% post -consumer paper

STATE OF NORTH CAROLINA
DEPARTMENT OF ENVIRONMENT AND NATURAL RESOURCES
DIVISION OF WATER QUALITY
GENERAL PERMIT NO. NCG180000
CERTIFICATE OF COVERAGE No. NCG180034
STORMWATER DISCHARGES
NATIONAL POLLUTANT DISCHARGE ELIMINATION SYSTEM
In compliance with the provision of North Carolina General Statute 143-215.1, other lawful standards and
regulations promulgated and adopted by the North Carolina Environmental Management Commission, and the
Federal Water Pollution Control Act, as amended,
STANLY FIXTURES CO., INC.
is hereby authorized to discharge stormwater from a facility located at
STANLY FIXTURES CO., INC.
11635 NC 138 HWY
NORWOOD
STANLY COUNTY
to receiving waters designated as the Rocky River in the Yadkin - Pee Dee River Basin
in accordance with the effluent limitations, monitoring requirements, and other conditions set forth in Parts I, 11, 111,
IV. V. and VI of General Permit No. NCGI80000 as attached.
This certificate of coverage shall become effective August 27, 1999.
This Certificate of Coverage shall remain in effect for the duration of the General Permit.
Signed this day August 27, 1999.
for Kerr T. Stevens, Director
Division of Water Quality
By Authority of the Environmental Management Commission

_o
State of North Carolina
Department of Environment,
Health and Natural Resources
Division of Environmental Management
James B. Hunt, Jr., Governor
Jonathan B. Howes, Secretary
A. Preston Howard, Jr., P.E., Director
April 21, 1995
Jerry Almond
Stanly Fixtures Co Inc
P.O. Box 616
Norwood, NC 28128
Q��
[DEHNR
Subject: General Permit No. NCG 180000
Stanly Fixtures Co Inc
COC NCG180034
Stanly County
Dear Jerry Almond
In accordance with your application for discharge permit received on January 20, 1995, we are
forwarding herewith the subject certificate of coverage to discharge under the subject state - NPDES general
permit. This permit is issued pursuant to the requirements of North Carolina General Statute 143-215 .1 and
the Memorandum of Agreement between North Carolina and the US Environmental Protection agency dated
December 6, 1983.
If any parts, measurement frequencies or sampling requirements contained in this permit are
unacceptable to you, you have the right to request an individual permit by submitting an individual permit
application. Unless such demand is made, this certificate of coverage shall be final and binding.
Please take notice that this certificate of coverage is not transferable except after notice to the Division
of Environmental Management. The Division of Environmental Management may require modification or
revocation and reissuance of the certificate of coverage.
This permit does not affect the legal requirements to obtain other permits which may be required by the
Division of Environmental Management or permits required by the Division of Land Resources, Coastal
Area Management Act or any other Federal or Local governmental permit that may be required.
If you have any question concerning this permit, please contact MR. STEVE ULMER at telephone
number 919n33-5083.
cc: Mooresville Regional Office
P.O. Box 29535, Raleigh, North Carolina 27626-0535
An Equal Opportunity Affirmative Action Employer
Sincerely, original Signed By
Coleen H. Sullins
A. Preston Howard, Jr. P.E.
Telephone [phone] FAX [phone]
50% recycled/ 10% post -consumer paper

s
STATE OF NORTH CAROLINA
DEPARTMENT OF ENVIRONMENT, HEALTH, AND NATURAL RESOURCES
DIVISION OF ENVIRONMENTAL MANAGEMENT
GENERAL PERMIT NO. NCG180000
CERTIFICATE OF COVERAGE NO. NCG180034
STORMWATER DISCHARGES
NATIONAL POLLUTANT DISCHARGE ELIMINATION SYSTEM
In compliance with the provision of North Carolina General Statute 143-215.1, other lawful standards and
regulations promulgated and adopted by the North Carolina Environmental Management Commission, and the
Federal Water Pollution Control Act, as amended,
Stanly Fixtures Co., Inc.
is hereby authorized to discharge stormwater from a facility located at
11635 NC Hwy 138
Norwood
Stanly County
to receiving waters designated as Rocky River in the Yadkin River Basin
in accordance with the effluent limitations, monitoring requirements, and other conditions set forth in Paris I, II, III
and IV of General Permit No. NCG180000 as attached.
This Certificate of Coverage shall become effective April 21, 1995.
This Certificate of Coverage shall remain in effect for the duration of the General Permit.
Signed this day April 21, 1995.
Original Signed by
Coleen H. Suilins
A. Preston Howard, Jr., P.E., Director
Division of Environmental Management
By Authority of the Environmental Management Commission

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