NCG050006_Name-Owner Change Supporting Info_20200908

Execution Version
BILL OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS BILL OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT (the
"Bill of Sale, Assignment and Assumption Agreement"), dated as of August 31, 2020, is made and
entered into by and between SANFORD, L.P., an Illinois limited partnership ("Seller") and 3A
COMPOSITES USA INC., a Missouri corporation ("Purchaser"). Capitalized terms used and not
otherwise defined herein shall have the respective meanings ascribed to such terms in the Asset
Purchase Agreement (the "Purchase Agreement"), dated as of the date hereof, by and among
Seller, Newell Brands Inc., a Delaware corporation and parent of Seller, and Purchaser.
WITNESSETH:
WHEREAS, pursuant to the Purchase Agreement, (i) Seller has agreed to sell, assign,
transfer and deliver to Purchaser, and Purchaser has agreed to purchase, acquire and accept from
Seller, all right, title and interest of Seller in and to the Acquired Assets and (ii) Purchaser has
agreed to assume and be liable for, and to pay, perform and discharge as and when due, the
Assumed Liabilities.
NOW THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants, agreements and conditions set forth in the Purchase
Agreement, the receipt and sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound, agree as follows:
Section 1. Acquired Assets. Effective at the Closing, Seller hereby sells, assigns, transfers
and delivers to Purchaser all of Seller's right, title and interest in and to the Acquired Assets, free
and clear of all Encumbrances other than Permitted Encumbrances. Effective at the Closing,
Purchaser hereby purchases, acquires and accepts from Seller such Acquired Assets.
Section 2. Excluded Assets. For the avoidance of doubt, the Acquired Assets shall not
include any of the Excluded Assets.
Section 3. Assumed Liabilities. Effective at the Closing, Purchaser hereby assumes from
Seller, and agrees to be liable for, and to pay, perform and discharge as and when due, the Assumed
Liabilities.
Section 4. Excluded Liabilities. For the avoidance of doubt, the Assumed Liabilities shall
not include any of the Excluded Liabilities.
Section 5. Terms of the Purchase Agreement. The sale, transfer and assignment of the
Acquired Assets and the assumption of the Assumed Liabilities effected by this Bill of Sale,
Assignment and Assumption Agreement are subject in all respects to the terms and conditions of
the Purchase Agreement. The provisions herein neither enlarge nor diminish the representations,
warranties, indemnities, agreements and remedies that the Purchase Agreement provides in respect
of the Acquired Assets or the Assumed Liabilities. In the event of any conflict or inconsistency
between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase
Agreement will govern.
CHAR 1\ 1747687v2

Section 6. No Third Party Beneficiaries. This Bill of Sale, Assignment and Assumption
Agreement is solely for the benefit of Purchaser and Seller and their respective successors and
permitted assigns, and nothing herein expressed or implied shall give or be construed to give to
any other Person any benefit or create any right or cause of action for any other Persons.
Section 7. Headings. The section headings contained in this Bill of Sale, Assignment and
Assumption Agreement are for reference purposes only and shall not affect the meaning or
interpretation of this Bill of Sale, Assignment and Assumption Agreement.
Section 8. Further Assurances. Seller and Purchaser agree that each shall from time to
time after the date hereof and without further consideration execute and deliver to the other such
additional instruments of conveyance in addition to this Bill of Sale, Assignment and Assumption
Agreement as the other party shall reasonably request to evidence more fully the sale, transfer and
assignment by Seller to Purchaser of the Acquired Assets and the assumption by Purchaser of the
Assumed Liabilities.
Section 9. Binding Effect. This Bill of Sale, Assignment and Assumption Agreement and
all of the provisions hereof will be binding upon and will inure to the benefit of the parties hereto
and their respective successors and permitted assigns.
Section IO.Governing Law. The interpretation and construction of this Bill of Sale,
Assignment and Assumption Agreement, and all claims or causes of action arising out of, or in
any way connected with or related to this Bill of Sale, Assignment and Assumption Agreement
(whether for breach of contract, tortious conduct or otherwise), will be governed by the laws of
the State of Delaware applicable to contracts made and to be performed entirely within the State
of Delaware without giving effect to any conflict of law provisions thereof.
Section I (.Counterparts. This Bill of Sale, Assignment and Assumption Agreement may
be executed in multiple original, PDF or facsimile counterparts, each of which shall be deemed an
original, and all of which taken together shall be considered one and the same agreement. In the
event that any signature to this Bill of Sale, Assignment and Assumption Agreement is delivered
by e-mail delivery of a ".pdf' format data file, such signature shall create a valid and binding
obligation of the party executing (or on whose behalf such signature is executed) with the same
force and effect as if such ".pdf' signature page were an original thereof. No party shall raise the
use of e-mail delivery of a ".pdf' format data file to deliver any such signature page or the fact that
such signature was transmitted or communicated through the use of e-mail delivery of a ".pdf'
format data file as a defense to the formation or enforceability of a contract and each party forever
waives any such defense.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
CHAR 1\ 1747687v2 2

IN WITNESS WHEREOF, the undersigned have executed this Bill of Sale, Assignment
and Assumption Agreement as of the date first above written.
SANFORD, L.P.,
an Illinois limited partnership
By: Sanford Holding LLC, its general partner
By:
Name: Bradford R. Turner
Title: Chief Legal and Administrative Officer
and Corporate Secretary
3A COMPOSITES USA INC.
Name:
Title:
Signature page to Bill of Sale, Assignment and Assumption Agreement

IN WITNESS WHEREOF, the undersigned have executed this Bill of Sale, Assignment
and Assumption Agreement as of the date first above written.
SANFORD, L.P.,
an Illinois limited partnership
By: Sanford Holding LLC, its general partner
Name: Bradford R. Turner
Title: Chief Legal and Administrative Officer
and Corporate Secretary
3A COMPOSITES USA INC.
13y: _
Name: (arc kk -
Title: PrLp i ewi - 1 GeU
Signature page to Bill of Sale, Assignment and Assumption Agreement