NCG050041_Name-Owner Change Supporting Info_2/11/2020

BILL OF SALE
THIS BILL OF SALE (this "Bill of Sale"), dated January 31, 2020 is made by
Plastics Color Corporation of North Carolina, a Delaware corporation ("Seller") in favor of
Chroma Color Corporation, a North Carolina corporation ("Buyer"). Capitalized terms used
herein but not otherwise defined shall have the meanings assigned to them in the Purchase
Agreement (as defined below).
RECITALS
A. Buyer, Seller, Plastics Color Corporation of Illinois, Plastics Color Corporation
and PMC, Inc. are parties to a certain Asset Purchase Agreement, dated of even date herewith
(the "Purchase Agreement").
B. Pursuant to the Purchase Agreement, Seller is selling to Buyer, and Buyer is
purchasing from Seller, all of Seller's right, title, and interest in the PCC NC Acquired Assets
free and clear of all Liens except Permitted Liens.
C. The execution and delivery of this Bill of Sale is required under the Purchase
Agreement.
In consideration of the foregoing premises and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. In exchange for the portion of the Purchase Price allocated to Seller as provided in
the Purchase Agreement and in consideration for the consummation of the transactions
contemplated by the Purchase Agreement, and for other good and valuable consideration, the
receipt and adequacy of which is hereby acknowledged, Seller hereby sells, conveys, transfers,
assigns, grants, delivers and sets over to Buyer the PCC NC Acquired Assets, free and clear of
all Liens other than Permitted Liens. Notwithstanding anything to the contrary in this Bill of Sale
or the Purchase Agreement, the transfer of the PCC NC Acquired Assets will not include the
assumption of any Excluded Liability or any liability relating to the PCC NC Acquired Assets
unless Buyer expressly assumes the same pursuant to the terms of the Purchase Agreement.
2. Nothing in this Bill of Sale, express or implied, is intended or shall be construed
to confer upon, or give to, any Person, other than Buyer and Seller, any rights, remedies,
obligations, or liabilities in relation to the PCC NC Acquired Assets.
3. This Bill of Sale may not be amended or modified in any respect, except by a
written instrument signed by all the parties to this Agreement making specific reference to this
Agreement. This Bill of Sale shall inure to the benefit of and be binding upon Buyer and Seller
and their respective successors and permitted assigns.
4. This Bill of Sale may be executed in one or more counterparts, each of which will
be deemed to be an original but all of which together will constitute one and the same document.
Any signature to this Agreement delivered via facsimile, electronic mail, or in .PDF format shall
be deemed an original for all purposes.

5. This Bill of Sale is governed by and construed in accordance with the internal
laws of the State of Delaware, without regard to conflict of laws principles.
6. Each provision of this Bill of Sale will be interpreted in such a manner as to be
effective and valid under applicable law, but if any term or other provision of this Bill of Sale is
held to be invalid, illegal or unenforceable, all other provisions of this Bill of Sale shall remain in
full force and effect, and such provision shall be interpreted to be only as broad as is enforceable
under applicable law.
7. Notwithstanding anything herein to the contrary, the provisions of this Bill of Sale
shall be subject to the provisions of the Purchase Agreement, including, but not limited to, the
representations, warranties, covenants, agreements, and indemnities relating to the Acquired
Assets which are incorporated herein by this reference. If and to the extent the provisions of this
Bill of Sale are inconsistent in any way with the provisions of the Purchase Agreement, the
provisions of the Purchase Agreement shall be controlling. Nothing contained herein shall be
deemed to alter, modify, expand, or diminish the terms and provisions set forth in the Purchase
Agreement.
8. Simultaneously with the execution and delivery of this Bill of Sale, Seller shall
deliver to Buyer all documents of title, registrations, and other books, records, data, files, and
other documents and information (in any form) relating to the PCC NC Acquired Assets and
hereby agrees to take such actions and do such things as Buyer reasonably requests to establish
the record of Buyer's title to the PCC NC Acquired Assets or to vest or confirm the vesting of
title to the PCC NC Acquired Assets in Buyer, including, without limitation, to execute and
deliver, or cause to be executed and delivered, all such further agreements, instruments, and
documents evidencing or confirming the sale, assignment, and transfer to Buyer of the PCC NC
Acquired Assets.
[Signature page to follow]

IN WITNESS WHEREOF, Seller has caused this Bill of Sale to be duly executed and
delivered by its duly authorized representative as of the date first written above.
PLASTICS COLOR CORPORATION OF
NORTH CAROLINA
By:
Print Name: T.C. Cheong
Title: EVP and CFO