NCG050415_Name-Owner Change Supporting Info_20230503

Execution Version
BILL OF SALE
THIS BILL OF SALE (this "Bill of Sale"), dated as of February 7 , 2022, is by and
between SPIN MASTER, INC., a Delaware corporation ("Seller"), and COMFORTRESEARCH NORTH
CAROLINA, LLC, a Michigan limited liability company ("Buyer"), pursuant to that certain Asset
Purchase Agreement between the Parties dated this same date (as may be amended, supplemented
or otherwise modified from time to time, the "Purchase Agreement"). Buyer and Seller may be
referred to herein as the "Parties" or each, a "Party." Capitalized terms used but not otherwise
defined in this Bill of Sale shall have the meanings ascribed to such terms in the Purchase
Agreement.
WITNESSETH:
Pursuant to the Purchase Agreement,Buyer has agreed to purchase and acquire from Seller,
and Seller has agreed to sell, transfer, assign, convey and deliver to Buyer, all of Seller's right,
title and interest in and to the Purchased Assets (as defined in the Purchase Agreement), subject to
the terms and conditions of the Purchase Agreement.
NOW,THEREFORE, in consideration of the mutual covenants,terms and conditions set
forth in the Purchase Agreement, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Parties agree as follows:
1. Sale and Purchase of Assets. In accordance with and subject to the terms and
conditions of the Purchase Agreement, Seller hereby sells, transfers, assigns and conveys to, and
vests in Buyer, to have and to hold unto Buyer, its successors and permitted assigns, forever,
effective as of the date hereof, all of Seller's right, title and interest, legal and equitable, in and to
all of the Purchased Assets (other than the Intellectual Property and Assigned Contracts) to the
extent provided in the Purchase Agreement.
2. Acceptance by Buyer. Buyer hereby accepts such sale, transfer, assignment, grant,
conveyance and transfer of the Purchased Assets(other than the Intellectual Property and Assigned
Contracts)to the extent provided in the Purchase Agreement.
3. No Modification of Purchase Agreement. This Bill of Sale is an instrument of
transfer and conveyance contemplated by, and is executed and delivered under and pursuant to,
the Purchase Agreement. Nothing contained in this Bill of Sale shall (a) itself modify, amend,
extend or alter(nor shall it be deemed or construed as modifying,amending, extending or altering)
any of the provisions of the Purchase Agreement or (b) itself limit, or be deemed or construed to
limit, any of the rights, duties or obligations of Seller or Buyer under the Purchase Agreement in
any manner whatsoever. In the event of any conflict or inconsistency between the terms of the
Purchase Agreement and the terms of this Bill of Sale, the terms of the Purchase Agreement shall
govern.
4. Further Assurances. Each Party shall execute and deliver, at the reasonable request
of the other Party, such additional public and private documents, instruments of assumption and
other assurances and take such further actions as such other Party may reasonably request to carry
out the provisions hereof and give effect to the transactions contemplated by this Agreement.
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5. Incorporation of Recitals. The recital in the preamble of this Bill of Sale is hereby
incorporated by reference into this Bill of Sale.
6. Amendment and Assignment. This Bill of Sale may not be amended or altered
except by a written instrument executed by the Parties. This Bill of Sale shall be binding upon and
inure to the benefit of the Parties and their respective successors and permitted assigns.
7. Additional Bills of Sale. Buyer and Seller shall execute and deliver additional bills
of sale necessary to transfer title of any vehicles included in the Purchased Assets.
8. Severability. If any term or provision of this Bill of Sale is held by a court of
competent jurisdiction to be invalid or unenforceable, the remainder of the Bill of Sale that can be
given effect without the invalid provision shall continue in full force and effect and shall in no way
be impaired or invalidated.
9. Governing Law. This Bill of Sale and any claim, controversy or dispute arising
under or related to this Bill of Sale shall be governed by and construed in accordance with the
domestic 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. Each Party agrees that
any claim, controversy or dispute arising under or related to this Bill of Sale shall be subject to and
resolved in accordance with the applicable provisions of Article 7 of the Purchase Agreement.
10. Counterparts; Electronic Signatures. This Bill of Sale may be executed in
counterparts, each of which is deemed an original, but which together are deemed to be one and
the same agreement. A signed copy of this Bill of Sale delivered by facsimile, e-mail or other
means of electronic transmission is deemed to have the same legal effect as delivery of an original
signed copy of this Bill of Sale. Each Party agrees that the electronic signatures,whether digital or
encrypted, of the Parties included in this Bill of Sale are intended to authenticate this writing and
to have the same force and effect as manual signatures.
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DocuSign Envelope ID:2107E673-43E2-453A-8840-1E669DAD2E55
IN WITNESS WHEREOF, the Parties have duly executed this Bill of Sale as of the date
first above written.
SELLER:
SPIN MASTER,INC.
p—DocuSigned by:
By: 4,/,_
D43D9 26D644A...
Name: hris parrs
Title: Director
BUYER:
COMFORTRESEARCH NORTH CAROLINA,LLC
By:
Name: Scott Johnson
Title: CFO
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IN WITNESS WHEREOF, the Parties have duly executed this Bill of Sale as of the date
first above written.
SELLER:
SPIN MASTER,INC.
By:
Name:
Title:
BUYER:
COMFORTRESEARCH NORTH CAROLINA,LLC
By: 75-7:-17
Name: Scott Johns
Title: CFO
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