NCGNE0987_Name-Owner Change Supporting Info_20230905

Execution Version
BILL OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENT
This BILL OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Bill
of Sale"), dated September 22, 2022, is executed and delivered by Albaad USA, Inc., a North Carolina
corporation(the"Seller"),in favor of Guy&O'Neill,Inc., a Wisconsin corporation(the"Purchaser").
RECITALS:
WHEREAS,pursuant to the terms of that certain Asset Purchase Agreement, dated as of the date
hereof(as the same now exists or may hereafter be amended,amended and restated,modified,supplemented,
extended, renewed, restated, replaced or otherwise modified from time to time, the "Purchase
Agreement"),by and among the Seller,the Purchaser and certain other parties thereto,the Seller desires to
sell,assign,transfer,convey and deliver the Purchased Assets to the Purchaser and the Purchaser desires to
purchase and accept such Purchased Assets,upon the terms and subject to the terms and conditions set forth
in the Purchase Agreement.
WHEREAS, capitalized terms used and not defined in this Bill of Sale shall have the respective
meanings ascribed to them in the Purchase Agreement.
NOW,THEREFORE,pursuant to the terms of the Purchase Agreement and for the consideration
set forth therein and other good and valuable consideration,the receipt and sufficiency of which is hereby
acknowledged,the undersigned hereby agrees as follows:
1. Sale and Assignment. At the Closing,the Seller hereby sells,assigns,transfers, conveys,
and delivers to the Purchaser all of the Purchased Assets and Assumed Liabilities,and the Purchaser hereby
purchases and accepts from the Seller, free and clear of all Liens, all of the Seller's right,title, entitlement
and interest in, to and under the Purchased Assets, and hereby assumes and agrees to pay, perform and
discharge when due all of the Assumed Liabilities.
2. Obligations and Liabilities Not Assumed. Nothing expressed or implied in this Bill of
Sale shall be deemed to be an assumption by the Purchaser of any Excluded Liabilities or Excluded Assets.
The terms and provisions of the assumption of the Assumed Liabilities by the Purchaser are set forth in the
Purchase Agreement.
3. No Third-Party Beneficiaries. This Bill of Sale is for the sole benefit of the parties hereto
and their successors and permitted assigns and nothing herein expressed or implied shall give or be
construed to give any Person, other than the parties hereto and such successors and permitted assigns, any
legal or equitable rights hereunder.
4. Successors and Assigns. The provisions of this Bill of Sale will be binding upon and inure
to the benefit of the parties and their respective successors and assigns; provided, however, that no party
may assign,delegate or otherwise transfer any of its rights or obligations under this Bill of Sale without the
prior written consent of the other parties to this Bill of Sale; except that the Purchaser may collaterally
assign this Bill of Sale to any Affiliate(but such assignment shall not release the Purchaser of its obligations
hereunder); provided, further, that the Purchaser may assign this Bill of Sale or any of its rights and
obligations hereunder to any lender or financing source of the Purchaser or its Affiliates as collateral
security without the prior written consent of any party(but such assignment shall not release the Purchaser
of its obligations hereunder).
ACTIVE 681472674v3

5. Counterparts; Amendments. This Bill of Sale may be executed in counterparts, each of
which shall be deemed an original, but all of which together shall constitute the same agreement, and the
execution of a counterpart of the signature page to this Bill of Sale shall be deemed the execution of a
counterpart of this Bill of Sale. The delivery of this Bill of Sale may be made by facsimile, email or other
means of electronic submission in portable document format(.pdf), and such signatures shall be treated as
original signatures for all applicable purposes. Any provision of this Bill of Sale may be amended or waived
if,but only if, such amendment or waiver is in writing and is signed, in the case of an amendment,by the
Purchaser and the Seller(or by any successor to such Party),or in the case of a waiver,by the Party granting
the waiver.
6. Governing Law. This Bill of Sale will be governed by,and construed in accordance with,
the Law of the State of Delaware without regard to the conflict of Laws rules of such state. Each of the
parties hereby irrevocably consents and agrees that it shall bring any action,suit or Proceeding with respect
to any matter arising under or relating to this Bill of Sale or the subject matter hereof in the Court of
Chancery of the State of Delaware(or if jurisdiction is not available in such court,then in any federal court
located in the State of Delaware).
7. Purchase Agreement. The provisions of this Bill of Sale are subject, in all respects, to
the terms and conditions of the Purchase Agreement. This Bill of Sale shall not in any way supersede the
Purchase Agreement, which remains in full force and effect, and the parties thereto shall have the rights,
duties and obligations provided for thereunder. In the event of any conflict or other inconsistency between
this Bill of Sale and the Purchase Agreement,the Purchase Agreement shall be the controlling agreement.
[SIGNATURES ON FOLLOWING PAGE]
ACTIVE 6 8 1 4 726 74v3

IN WITNESS WHEREOF,the undersigned have caused this Bill of Sale to be duly executed by
an authorized officer as of the date first above written.
•
SELLER:
ALBAAD USA, INC.
By:
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Name: D«� ,r, S 044, 1= ' 1'N+ ek
Title:
C,f'u
PURCHASER:
GUY&O'NEILL,INC.
By:
Name:
Title:
[Signature Page to Bill of Sale]

DocuSign Envelope ID:76D430FA-CEAF-4162-8C4F-57BB7DE99F8B
IN WITNESS WHEREOF,the undersigned have caused this Bill of Sale to be duly executed by
an authorized officer as of the date first above written.
SELLER:
ALBAAD USA, INC.
By:
Name:
Title:
PURCHASER:
GUY& O'NEILL, INC.
DocuSigned by:
kroaLs
By: 8879D8F1266A116...
Name: Jeff Brooks
Title: Chief Executive Officer,President
[Signature Page to Bill of Sale]