NCGNE0758_Ownership Change Bill of Sale_20170601

EXECUTION VERSION
BILL OF SALE
(AXALTA U.S.A. PURCHASER)
This Bill of Sale is dated as of June 1, 2017 (this "Bill of Sale"), by and between
(i) Valspar Holdings I, Inc., a Delaware corporation ("Holdings I") and Valspar Holdings II,
Inc., a Delaware corporation. ("Holdings II 'and, together with Holdings I, the "Seller Parties")
and (ii) Axalta Coating Systems U.S.A., LLC, a Delaware limited liability company ("Purchaser
A frliate"). The Seller Parties and Purchaser Affiliate are sometimes collectively referred to
herein as the "Parties" and individually referred to herein as a "Party." Capitalized terms used
herein without definition will have the respective meanings given to such terms in the Purchase
Agreement.
WHEREAS, Axalta Coating Systems Ltd., a Bermuda exempted company ("Purchaser")
and The Valspar Corporation, a Delaware corporation ("Seller") are parties to that certain Asset
Purchase Agreement, dated as of April 11, 2017 (as amended, the "Purchase Agareement"),
relating to the sale, assignment, transfer and conveyance by Seller and the Industrial Wood
Subsidiaries and the purchase and assumption by Purchaser (or its assignee) of the Purchased
Assets and the Assumed Liabilities referred to in the Purchase Agreement;
WHEREAS, Purchaser Affiliate is a wholly owned direct or indirect Subsidiary of
Purchaser, and Purchaser has assigned its rights to acquire the Purchased Assets that are owned
by the Seller Parties (other than the Industrial Wood Business Intellectual Property) (such
Purchased Assets, the "U.S. Non IP Purchased Assets") to Purchaser Affiliate; and
WHEREAS, the Purchase Agreement provides that, in connection with the
consummation of the transactions contemplated thereby.. the Parties will enter into this Bill of
Sale.
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements and
covenants set forth herein, Purchaser Affiliate and the Seller Parties hereby agree as follows:
Section 1. Sale of U.S. Non-IP Purchased Assets. In accordance with the Purchase
Agreement, the Seller Parties hereby sell, assign, transfer and convey to Purchaser Affiliate, and
Purchaser Affiliate purchases, acquires and accepts from the Seller Parties, all their respective
right, title and interest in and to the U.S. Non-IP Purchased Assets, free and clear of all Liens
(other than Permitted Liens).
Section 2. Excluded Assets. The U.S. Non-IP Purchased Assets do not include the
Excluded Assets, and Purchaser Affiliate is not purchasing, acquiring or accepting any right, title
or interest in and to any Excluded Asset pursuant to the Purchase Agreement or this Bill of Sale.
Section 3. No Waiver or Modification; Subject to Purchase Agreement. Nothing
contained in this Bill of Sale may be construed as a waiver of any of the rights or remedies of the
Parties, Seller or Purchaser as set forth in, or arising in connection with, the Purchase Agreement
or any other instrument or document delivered by the Parties, Seller or Purchaser pursuant to the
Purchase Agreement. The Seller Parties make no representations or warranties with respect to the
U.S. Non-IP Purchased Assets except as specifically set forth in the Purchase Agreement. This
Bill of Sale is not intended to limit in any manner the terms of the Purchase Agreement nor is it
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intended to create any right or obligation broader (or more limited) than those specifically set
forth in the Purchase Agreement. In the event of any ambiguity or conflict between the terms of
this Bill of Sale and the Purchase Agreement, the terms of the Purchase Agreement will govern
and control. No provision of this Bill of Sale may be changed, waived, discharged or terminated
other than by an instrument in writing signed by the Parties. No failure to enforce any provision
of this Bill of Sale will be deemed to or will constitute a waiver of such provision and no waiver
of any of the provisions of this Bill of Sale will be deemed to or will constitute a waiver of any
other provision of this Bill of Sale nor will such waiver constitute a continuing waiver. This Bill
of Sale is subject to all of the representations, warranties, covenants, exclusions and indemnities
set forth in the Purchase Agreement.
Section 4. Assignment. Neither this Bill of Sale nor any of the rights, interests or
obligations hereunder shall be assigned or delegated by any Party without the prior written
consent of the other Parties; provided, however, Purchaser Affiliate may assign any of its rights
under this Bill of Sale (i) to a wholly owned direct or indirect Subsidiary of Purchaser without
the prior written consent of the Seller Parties, but no such assignment shall relieve Purchaser
Affiliate of any of its obligations under this Bill of Sale or (ii) to any Person in connection with a
merger or consolidation or a sale of all or substantially all of the assets of the Industrial Wood
Business. Any attempted assignment in violation of this Section 4 shall be null and void.
Subject to the two preceding sentences, this Bill of Sale shall be binding upon and shall inure to
the benefit of the Parties and their respective successors and assigns.
Section 5. Captions. The captions and headings herein are included for convenience
of reference only and will be ignored in the construction or interpretation hereof.
Section 6. Governing Law. This Bill of Sale, and all claims or causes of action
(whether at Law, in contract or in tort or otherwise) that may be based upon, arise out of or relate
to this Agreement or the negotiation, execution or performance hereof, shall be governed by and
construed in accordance with the laws of the State of Delaware, without giving effect to any
choice or conflict of law provision or rule (whether of the State of Delaware or any other
jurisdiction) that would cause the application of the laws of any jurisdiction other than the State
of Delaware.
Section 7. Further Assurances. From and after the date of this Bill of Sale, Purchaser
Affiliate and the Seller Parties shall use their respective reasonable best efforts to take, or cause
to be taken, all actions, and to do, or cause to be done, all things reasonably necessary, proper or
advisable under any applicable Law to consummate and make effective the provisions hereof as
promptly as practicable, including the execution and delivery of any additional instruments
necessary to consummate the transactions contemplated by this Bill of Sale and to fully carry out
the purposes of this Bill of Sale.
Section 8. Counterparts; Effectiveness. This Bill of Sale may be executed in
counterparts, each of which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument, and shall become effective when one or more
counterparts have been signed by each of the Parties to this Bill of Sale and delivered (by
telecopy, electronic delivery or otherwise) to the other Parties to this Bill of Sale. Signatures to
this Bill of Sale transmitted by facsimile transmission, by electronic mail in Portable Document
Format, or by any other electronic means intended to preserve the original graphic and pictorial
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appearance of a document, will have the same effect as physical delivery of the paper document
bearing the original signature.
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IN WITNESS WHEREOF, the Seller Parties and Purchaser Affiliate have duly executed
this Bill of Sale as of the date first written above.
HOLDINGS I:
VALSPAR HOLDINGS I, INC.
gy. f, M
Name: Allen J. Mjr, tysyn
Title: Vice Presi ent and Treas rer
HOLDINGS II:
VALSPAR HOLDINGS II, INC.
M 0� r
By:
Name: AnJ. is syn -F
Title: Vice Preside and Treasur r
[Signature page to Bill of Sale]
NA1-1502722826

PURCHASER AFFILIATE:
AXALTA COATING SYSTEMS U.S.A.., LLC
iBv: +
Name: Robert W Rrvant
Title: Executive Vice President & Chief Financial Officer
f.S"ignatw-e pare to Bill of Sale)
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