NCGNE0454_Name-Owner Change Supporting Info_20231020

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BILL OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENT
This Bill of Sale and Assignment and Assumption Agreement(this "Agreement"), dated
as of October 13 , 2023, is entered into among FOCUS MANAGEMENT GROUP USA,
INC. a Florida corporation, solely in its capacity as general receiver for PRESTIGE
FABRICATORS INC., a North Carolina corporation ("Seller"), and VPC FOAM USA INC., a
Delaware corporation("Purchaser").
WHEREAS, this Agreement is delivered pursuant to the Asset Purchase Agreement,
dated as of the date hereof(the "Purchase Agreement"), among Purchaser and Seller pursuant
to which Seller agreed to assign the Purchased Assets to Purchaser, and Purchaser agreed to
accept the Purchased Assets and assume the Assumed Liabilities for the consideration described
in the Purchase Agreement. Capitalized terms not otherwise defined herein shall have the
meanings given to them in the Purchase Agreement.
NOW, THEREFORE, in consideration of the mutual covenants set forth in the Purchase
Agreement and other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged,the parties hereby covenant and agree as follows:
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1. Bill of Sale;Assignment of Assets. Seller hereby sells,assigns,transfers, conveys
and delivers to Purchaser, and Purchaser hereby accepts from Seller, all of Seller's right, title,
and interest in, to and under the Purchased Assets, including but not limited to those certain
assets as set forth on Exhibit A attached hereto.
2. Assumed Liabilities. Purchaser and Seller acknowledge that Purchaser has not
agreed to any accept any Assumed Liabilities, as reflected in the Purchase Agreement.
3. Terms of the Purchase Agreement. To the extent that any provision of this
Agreement is inconsistent or conflicts with the Purchase Agreement, the provisions of the
Purchase Agreement shall control. Nothing contained in this Agreement shall be deemed to
supersede, enlarge, or modify any of the obligations, agreements, covenants, or warranties of
Seller or Purchaser contained in the Purchase Agreement.
4, Governing Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of North Carolina without giving effect to any
choice or conflict of law provision or rule (whether of the State of North Carolina or any other
jurisdiction).
5. Counterparts. This Agreement may be executed in counterparts, each of which
shall be deemed an original, but all of which together shall be deemed to be one and the same
agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of
electronic transmission shall be deemed to have the same legal effect as delivery of an original
signed copy of this Agreement.
[SIGNATURE PAGE FOLLOWS]
305192681v.I

IN WITNESS WHEREOF, the parties have caused this Bill of Sale and Assignment and
Assumption Agreement to be executed as of the date first written above.
SELLER:
FOCUS MANAGEMENT GROUP USA, INC.,
solely in its capacity as general receiver for Prestige
Fabricators, Inc.
By:
Name: Michael P. Grau
Title: Senior Managing Director
PURCHASER:
VPC FOAM USA INC.
By:
Name: Peter Farah
Title: CEO and President
[Signature Page to Bill of Sale and Assignment and Assumption Agreement]

IN WITNESS WHEREOF, the parties have caused this Bill of Sale and Assignment and
Assumption Agreement to be executed as of the date first written above.
SELLER:
FOCUS MANAGEMENT GROUP USA, INC.,
solely in its capacity as general receiver for Prestige
Fabricators, Inc.
„0—....DocuSigned by:
By: kidutd p.
Name:ViagiVIT.1Grau
Title: Senior Managing Director
PURCHASER:
VPC FOAM USA INC.
By:
Name:
Title:
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[Signature Page to Bill of Sale and Assignment and Assumption Agreement]
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