Annex AVoting Agreement • December 29th, 1998 • KKR Associates
Beneficial Ownership is based solely on the provisions of a Voting Agreement, dated as of December 18, 1998 (the "Voting Agreement"), among Borden Chemical, Inc., a Delaware corporation, SII Acquisition Company, a Virginia corporation, and Phillip S. Sumpter and Katherine G. Sumpter, Irvine R. Spurlock and Harold N. Spurlock, Sr., Spurlock Family Corporation, Spurlock Family Limited Partnership, Trustees u/a with Harold N. Spurlock, Sr. and Trustees u/a with Irvine R. Spurlock (the "Stockholders"), pursuant to which among other things, the Stockholders have agreed to vote 3,695,800 shares of common stock of Spurlock Industries, Inc. in favor of the Merger (as defined in the Agreement and Plan of Merger, dated as of December 18, 1998 (the "Merger Agreement"), among Borden Chemical, Inc., SII Acquisition Company, and Spurlock Industries, Inc.) and of certain related agreements and actions and against certain other enumerated related actions or agreements. Subject to the terms and conditi
