NCS000202_Name-Owner Change Supporting Info_1/14/2020 (2)

BILL OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT
This BILL OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT (this
"Agreement'), dated as of January 1, 2020, is made by and between The Quartz Corp USA, a
North Carolina corporation ("Purchaser'), and United States Gypsum Company, a Delaware
corporation ("Seller").
WHEREAS, Purchaser and Seller are parties to that certain Asset Purchase Agreement,
dated as of December 13, 2019 (as may be amended, modified or supplemented from time to
time, the "Purchase Agreement"; capitalized terms used but not otherwise defined herein shall
have the respective meanings ascribed thereto in the Purchase Agreement), pursuant to which,
among other things, (i) Seller has agreed to sell, transfer, assign and convey to Purchaser, and
Purchaser has agreed to purchase and acquire from Seller, all of Seller's right, title and interest in
and to the Purchased Assets, and (ii) Purchaser has agreed to assume, pay, discharge, satisfy and
perform when due all of the Assumed Liabilities; and
WHEREAS, the execution and delivery of this Agreement by Seller and Purchaser is a
condition to the obligations of the parties to the Purchase Agreement to consummate the
transactions contemplated by the Purchase Agreement.
NOW THEREFORE, in consideration of the mutual promises and covenants set forth
herein and in the Purchase Agreement, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, each party
hereto agrees as follows:
1. Transfer of Purchased Assets. Effective as of the Closing, Seller does hereby sell,
transfer, assign, convey and deliver to Purchaser all of Seller's right, title and interest in and to the
Purchased Assets, free and clear of all Liens, and Purchaser does hereby accept the sale, transfer,
assignment, conveyance and delivery of all of Seller's right, title and interest in and to the
Purchased Assets. Notwithstanding anything in this Agreement or the Purchase Agreement to the
contrary, Seller is retaining ownership and possession of, and is not selling, transferring,
conveying, assigning or delivering to Purchaser, any right, title or interest in, to or under, any
assets, properties, rights or businesses other than the Purchased Assets.
2. Assumption of Obligations. As part of the consideration for Purchaser's purchase
of the Purchased Assets, effective as of the Closing, Purchaser hereby assumes and agrees to pay,
discharge, satisfy and perform when due, any and all of the Assumed Liabilities. Notwithstanding
anything in this Agreement or the Purchase Agreement to the contrary, none of the Liabilities of
Seller other than the Assumed Liabilities are part of the sale and transfer contemplated hereunder,
and all such Liabilities are hereby specifically excluded and shall remain the obligation of Seller
after the Closing.
3. Further Actions. From and after the date of this Agreement, each of the parties
hereto shall use all reasonable efforts to take, or cause to be taken, all appropriate action, do or
cause to be done all things necessary, proper or advisable under applicable Law, and execute and
deliver such documents and other papers, as may be required to carry out the provisions of this
Agreement and consummate and make effective the transactions contemplated by this Agreement.

4. Miscellaneous.
(a) Except as otherwise provided in the Purchase Agreement, the respective
rights and obligations of the parties hereto shall not be assignable without the prior written consent
of the other party hereto. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns.
(b) Nothing in this Agreement, express or implied, is intended to or shall be
construed to modify, expand or limit in any way the terms of the Purchase Agreement. To the
extent that any provision of this instrument conflicts or is inconsistent with the terms of the
Purchase Agreement, the Purchase Agreement will govern.
(c) This Agreement may not be amended or modified except in a writing signed
by the parties hereto.
(d) This Agreement shall be exclusively interpreted and governed by the Laws
of the State of Delaware, without regard to its conflict of law provisions.
(e) This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute one and the
same instrument.
[Signature Pages Follow]
2

IN WITNESS WHEREOF, each of the parties hereto has executed and delivered this Bill
of Sale, Assignment and Assumption Agreement as of the date first above written.
PURCHASER:
THE QUARTZ CORP U
M.
1`Qam K/l a n �/ • VaL
Tit
SELLER:
UNITED STATES GYPSUM COMPANY
Name:
Title:
[Bill of Sale, Assignment and Assumption Agreement]

IN WITNESS WHEREOF, each of the parties hereto has executed and delivered this Bill
of Sale, Assignment and Assumption Agreement as of the date first above written.
PURCHASER:
THE QUARTZ CORP USA
By:
Name:
Title:
SELLER:
UNITED STATES GYPSUM COMPANY
By. yNdiloC�i
ame: ANIJoG+!
Title:�
[Bill of Sale, Assignment and Assumption Agreement]