NCGNE1329_Name-Owner Change Supporting Info_20201001

ASSIGNMENT AND BILL OF SALE
This Assignment and Bill of Sale (this "Agreement") is entered into effective as October 1, 2020 by
and between Poteet Printing Systems, LLC, a North Carolina limited liability company (`Assignor"), and
Flint Group Packaging Inks North America Corporation, a Texas corporation (the "Assignee"). The Assignor
and the Assignee are collectively referred to as the "Parties." Capitalized terms used but not otherwise
defined herein shall have the meanings ascribed to such terms in that certain Asset Purchase Agreement
(the "Purchase Agreement") entered into effective as of the date hereof, by and among the Assignor, the
Assignee and the Members.
In consideration of the mutual promises contained in the Purchase Agreement and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged:
1. Transfer and Assignment. Upon the terms and subject to the conditions of the Purchase
Agreement, Assignor hereby sells, transfers, assigns, conveys, and delivers to Assignee, free and clear of
any and all Liens other than Permitted Liens, all of Assignor's right, title and interest in and to the Acquired
Assets. It is expressly acknowledged and agreed that Assignor is not selling, transferring and assigning to
Assignee, and that Assignee is not acquiring, the Excluded Assets.
2. Purchase Agreement. This Agreement is being executed in connection with, and is subject
to all rights, remedies, representations, warranties, covenants, obligations and agreements set forth in the
Purchase Agreement. Nothing in this Agreement shall be construed to supersede, amend or modify any
provision of the Purchase Agreement or any rights or obligations of the parties under the Purchase
Agreement. If any provision of this Agreement conflicts with or is inconsistent with the terms of the Purchase
Agreement, the terms of the Purchase Agreement shall govern.
3. Further Assurances. In case at any time after the Closing any further action is necessary
or desirable to carry out the purposes of this Agreement, each of the Parties (at their respective sole cost
and expense, unless the requesting Party is entitled to indemnification therefor under the Purchase
Agreement, in which case the other Party shall be responsible for all costs and expenses of the requesting
Party) will take such further action (including the execution and delivery of such further instruments and
documents) as the other Parties may reasonably request.
4. Miscellaneous. The Miscellaneous provisions set forth in Article VIII of the Purchase
Agreement are hereby incorporated by reference herein, mutatis mutandis.
[Signatures follow on the next page]

IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement as of the day
and year first above written.
Assignee:
Flint Group gPckag, ng Inks America Corporation
By:
Name: A 'a Ruieil`
Title: Authorized Signatory
Assignor:
Poteet Printing Systems, LLC
By:
Name: Roger Poteet
Title: Authorized Signatory
[Signature Page to Assignment and Bill of Sale]

IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement as of the day
and year first above written.
Assignee:
Flint Group Packaging Inks North America Corporation
By:
Name: Anila Ruseti
Title: Authorized Signatory
Assignor:
Poteet Printing
ring System LLC
By:� F z T
Name: Roger Poteet
Title: Authorized Signatory
[Signature Page to Assignment and Bill of Sale]