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HomeMy WebLinkAboutNCGNE0529_Name-Owner Change Supporting Info_20240105 FULCRUM PARENT LLC WRITTEN CONSENT OF THE BOARD OF MANAGERS EFFECTIVE DATE: DECEMBER 31,2023, 11:58 PM The undersigned,being all of the managers(the"Managers")of Fulcrum Parent LLC, a Delaware limited liability company(the"Company"), do hereby waive any and all requirements for the holding of a meeting of the managers of the Company and do hereby take the following actions and adopt the following preambles and resolution by signing their written consent hereto: LIQUIDATION AND DISSOLUTION OF THE COMPANY WHEREAS, in the judgment of the Managers, it is in the best interests of the Company that the Company be liquidated and all assets of the Company, to the extent not disposed of and converted to proceeds,and all liabilities of the Company shall be transferred,assigned and distributed to the sole member of the Company (the "Liquidation")pursuant to an Assignment, Assumption and Distribution Agreement (the"Assignment Agreement")in the form attached hereto as Exhibit A. WHEREAS,in the judgment of the Company's Managers,it is in the best interests of the Company that the Company be dissolved after the Liquidation(the "Dissolution") (a)by filing with the Secretary of State of the State of Delaware a Certificate of Cancellation in the form attached hereto as Exhibit B (the"Certificate") and (b) in accordance with the Plan of Dissolution in the form attached hereto as Exhibit C(the"Plan"). NOW, THEREFORE, IT IS HEREBY RESOLVED, that the Assignment Agreement, the Liquidation,the Certificate and the Plan be,and they hereby are, adopted and approved in all respects; and be it; FURTHER RESOLVED,that the dissolution be submitted to the sole member for approval; and be it; FURTHER RESOLVED, that the Managers of the Company hereby recommend approval of the dissolution and the liquidation of the Company relating thereto to the sole member;and be it; FURTHER RESOLVED, that, should the dissolution pursuant to the Assignment Agreement, Certificate and Plan be approved by the sole member, each officer of the Company be, and each of them hereby is,authorized,empowered and directed to take all action and execute and deliver all agreements and documents,including,without limitation,the Certificate, and to do all acts and things whatsoever,whether within or without the State of Delaware, which may be necessary or proper to effect the Liquidation and the Dissolution, including, without limitation, filing of the Certificate with the Secretary of State of the State of Delaware,transferring,assigning,and distributing all assets and liabilities of the Company, and to take any and all additional actions and to execute, deliver and file any and all additional documents and instruments as may be necessary or appropriate to consummate the Liquidation and the Dissolution relating thereto. 13417684v2 GENERAL RESOLUTIONS RESOLVED, that in addition to the specific authorizations set forth in the foregoing resolutions, each officer of the Company is authorized,empowered and directed to take any and all actions and to execute and deliver from time to time any and all instruments, requests, receipts, notes, applications, reports, certificates and other documents as may be necessary,convenient or desirable to effectuate,consummate and comply with the purposes or intents of the foregoing resolutions; and be it; FURTHER RESOLVED, that any actions taken by any officer of the Company, whether prior to or after the date hereof,that are in conformity with the purposes and intents of the foregoing resolutions are hereby approved,ratified and confirmed in all respects. COUNTERPARTS RESOLVED,that this consent may be executed in one or more counterparts,each of which shall be deemed to be an original,but all of which together shall be considered one and the same instrument;and that this consent may be executed by .pdf or facsimile. [signatures on following page] 13417684v2 IN WITNESS WHEREOF, the undersigned has executed this Written Consent on the date set forth herein. 1 •� M. MANES (fie JONATHAN MARR eiVUPJ MIKE ALBRIGHT EXHIBIT A ASSIGNMENT,ASSUMPTION AND DISTRIBUTION AGREEMENT (See attached.) EXHIBIT B CERTIFICATE OF CANCELLATION (See attached.) EXHIBIT C PLAN OF DISSOLUTION Effective upon the date of the approval by the sole member Fulcrum Parent LLC, a Delaware limited liability company (the "Company"), the plan of dissolution set forth below (the "Plan") shall be implemented to effect the liquidation and dissolution of the Company. 1. The proper officers of the Company shall file any and all documents of dissolution and liquidation with federal,state and local authorities,including,but not limited to,Certificate of Cancellation with the Secretary of State of Delaware pursuant to Section 18-203 of Delaware Limited Liability Company Act(the"DLLCA") and appropriate forms with the Internal Revenue Service reporting the dissolution. 2. At any time on or after the day following the filing of such Certificate of Cancellation,the proper officers of the Company shall take the actions they deem necessary for the complete liquidation of the Company. 3. At any time on the day following the filing of such Certificate of Cancellation,the proper officers of the Company shall distribute any remaining assets of the Company to the sole member. 4. The proper officers of the Company have not identified(i)any claims against or obligations of the Company, including any contingent, conditional or unmatured contractual claims; (ii) any claims against the Company that are the subject of pending actions, suits or proceedings to which the Company is a party; or(iii) any claims that have not been made known to the Company or that have not arisen but that, based on facts known to the Company, are likely to rise or to become known to Company within ten(10) years after the date on which the Company files the Certificate of Cancellation(items(i)—(iii),collectively, "Claims"). To the extent any Claims arise,the proper officers of the Company are authorized to negotiate, settle and otherwise address any Claims that may relate to the Company. 5. From and after the filing of the Certificate of Company with the Secretary of State of Delaware,and subject to applicable law,each holder of membership interest of the Company shall cease to have any rights in respect thereof. The Company will close its membership interest transfer books and discontinue recording transfers of membership interest of the Company on the date on which the Company files the Certificate of Cancellation under DLLCA, and thereafter certificates representing membership interest of the Company will not be assignable or transferable on the books of the Company. 6. The proper officers of the Company shall pay all such fees and taxes and do or cause to be done such other acts and things as they may deem necessary or proper in order to carry out the dissolution and liquidation of the Company. FULCRUM PARENT LLC WRITTEN CONSENT OF THE SOLE MEMBER EFFECTIVE DATE: DECEMBER 31,2023, 11:58 PM The undersigned,being the sole member (the "Sole Member") of Fulcrum Parent LLC, a Delaware limited liability company(the"Company"),does hereby adopt the following resolutions by signing its written consent hereto: DISSOLUTION&LIQUIDATION OF THE CORPORATION WHEREAS,the Company's managers have determined that it is in the best interests of the Company that the Company be liquidated and all assets of the Company,to the extent not disposed of and converted to proceeds, and all liabilities of the Company shall be transferred, assigned and distributed to the Sole Member (the "Liquidation") pursuant to an Assignment, Assumption and Distribution Agreement in the form attached hereto as Exhibit A; and WHEREAS, the Company's managers have determined that, it is in the best interests of the Company that the Company be dissolved after the Liquidation (the "Dissolution") in accordance with and pursuant to the(a)Certificate of Cancellation attached hereto as Exhibit B and(b) in accordance with the Plan of Dissolution attached hereto as Exhibit C. NOW, THEREFORE, BE IT RESOLVED, that the Liquidation and the Dissolution of the Company pursuant to the Assignment, Assumption, and Distribution Agreement, the Certificate of Cancellation, and the Plan of Dissolution be, and hereby are, approved, adopted, confirmed and ratified in accordance with and pursuant to the resolutions duly adopted by the Company's managers; and be it. FURTHER RESOLVED, that the sole member hereby waives all right to any and all notices it is entitled to receive regarding the dissolution or liquidation of the Company pursuant to the Delaware Limited Liability Company Act. [signature on following page] 13418342v2 IN WITNESS WHEREOF, the undersigned has executed this Written Consent on the date set forth herein. GILDAN YARN HOLDINGS INC. ?A- Per: '""- ` c'`��-- than Man ident 13418342v2 EXHIBIT A ASSIGNMENT,ASSUMPTION AND DISTRIBUTION AGREEMENT 13418342v2 EXHIBIT B CERTIFICATE OF CANCELLATION 13418342v2 EXHIBIT C PLAN OF DISSOLUTION 13418342v2 ASSIGNMENT,ASSUMPTION AND DISTRIBUTION AGREEMENT EFFECTIVE DATE: DECEMBER 31,2023,11:58 PM THIS ASSIGNMENT, ASSUMPTION AND DISTRIBUTION AGREEMENT is dated as of [DATE] between Fulcrum Parent LLC,a Delaware limited liability company("Assignor"), and Gildan Yam Holdings Inc.,a Delaware corporation("Assignee"). KNOW ALL PERSONS BY THESE PRESENTS,that Assignor is a wholly owned subsidiary of Assignee,and in connection with the liquidation and dissolution of the Assignor, effective as of the Effective Date and Time set forth above, Assignor hereby grants, assigns, conveys, transfers, delivers and distributes unto Assignee,its successors and assigns,all liabilities,right,title and interest of Assignor in and to all tangible and intangible assets owned by Assignor, including, but not limited to, cash and accounts receivable (the "Distribution"); TO HAVE AND TO HOLD all right, title and interest in and to the Distribution hereby granted, assigned,conveyed,transferred,delivered and distributed unto Assignee,its successors and assigns for its own use and benefit forever, free and clear of any and all liens, encumbrances and claims of Assignor or of any other person or entity; AND in consideration of the grant, assignment, conveyance, transfer, delivery and distribution to Assignee of all of Assignor's right, title and interest in and to the Distribution, Assignee hereby expressly assumes all obligations of Assignor relating to the Distribution, and agrees to perform to whomever due all liabilities and obligations of Assignor relating to the Distribution. This Agreement may be signed in any number of counterparts with the same effect as if the signatures to each counterpart were on a single instrument,and may be delivered by facsimile transmission or by email in a portable document(.pdf)format. [signatures to follow] 13418347v2 IN WITNESS WHEREOF,the undersigned have caused this instrument to be executed and effective as of December 31,2023. ASSIGNOR: FULCRUM PARENT LLC Per: ohn M. Maness President ASSIGNEE: GILDAN YARN HOLDINGS INC. Per: IL 111 Jonathan Marr President Delaware Division of Corporations 401 Federal Street—Suite 4 Dover,DE 19901 Ph: 302-739-3073 Certificate of Cancellation of a Limited Liability Company Dear Sir or Madam: Enclosed is the Certificate of Cancellation of a Limited Liability Company to be filed in accordance with the Limited Liability Company Act of the State of Delaware. The fee to file the Certificate is $200.00 and you will receive a stamped"Filed" copy of your submitted document. A certified copy may be requested for an additional $50. Expedited services are available. Please contact our office concerning these fees. Please contact our Franchise Tax Section concerning any taxes due at the time of cancellation.A check for the tax payment and filing fee must accompany the Certificate for filing. Please make your check payable to the"Delaware Secretary of State". For the convenience of processing your order in a timely manner, please include a cover letter with your name, address and telephone/fax number to enable us to contact you if necessary. Please make sure you thoroughly complete all information requested on this form. It is important that the execution be legible, we request that you print or type your name under the signature line. Thank you for choosing Delaware as your corporate home. Should you require further assistance in this or any other matter, please don't hesitate to call us at (302) 739- 3073. Sincerely, Department of State Division of Corporations end. rev. 6/04 STATE OF DELAWARE CERTIFICATE OF CANCELLATION 1. The name of the limited liability company is FULCRUM PARENT LLC 2. The Certificate of Formation of the limited liability company was filed on November 5, 2021 3. This Certificate of Cancellation shall become effective on December 31, 2023, at 11:58 p.m. IN WITNESS WHEREOF, the undersigned has executed this Certificate of Cancellation this 31 st day of December 2023 , A.D. By: c9L uthorized Person(s) Name: John M . Maness, President Print or Type FRONTIER YARNS,INC. WRITTEN CONSENT OF THE BOARD OF DIRECTORS EFFECTIVE DATE: DECEMBER 31,2023, 11:59 PM The undersigned, being all of the members of the board of directors (the "Board") of Frontier Yarns,Inc., a North Carolina corporation(the "Corporation"), pursuant to Section 8-21(a) of the North Carolina Business Corporation Act,do hereby adopt the following resolutions by signing their written consent hereto: 1. MERGER AGREEMENT WHEREAS, the Board has reviewed a draft of the proposed Agreement and Plan of Merger(the "Merger Agreement") between Gildan Yarns, LLC, a Delaware limited liability company ("Gildan Yarns"),and the Corporation,pursuant to which,among other things,the Corporation will merge with and into Gildan Yarns, with Gildan Yarns as the surviving corporation, immediately after the dissolution and liquidation of Fulcrum Parent LLC, a Delaware limited liability company, becomes effective on December 31,2023 (the"Merger"). NOW,THEREFORE,BE IT HEREBY RESOLVED,that the Board hereby determines that the Merger Agreement and the Merger are advisable, fair to and in the best interests of the Corporation and its sole stockholder; and be it FURTHER RESOLVED, that the Board hereby approves the execution, delivery and performance of the Merger Agreement and the consummation of the Merger by the Corporation; and be it FURTHER RESOLVED, that the Merger Agreement be submitted for consideration to Gildan Yarn Holdings Inc. ("Parent"), the sole stockholder of the Corporation, for its approval and adoption, and that the Merger Agreement and the performance by the Corporation of its obligations thereunder, be, and hereby are,recommended to Parent for its approval and adoption; and be it FURTHER RESOLVED,that, should the Merger Agreement and Merger be approved by Parent, the officers of the Corporation (each such person, an "Authorized Officer") be, and each hereby is, authorized, in the name and on behalf of the Corporation, to execute and deliver the Merger Agreement, substantially in the form attached hereto as Exhibit A, subject to such modifications, amendments or changes as the Authorized Officers, or any one of them acting alone or with one or more other Authorized Officers, shall approve in such Authorized Officers' or Authorized Officer's discretion, such approval to be conclusively evidenced by such Authorized Officers' or Authorized Officer's execution thereof; and be it FURTHER RESOLVED,that, should the Merger and Merger Agreement be approved by Parent, the Authorized Officers be, and each of them hereby is, authorized, empowered and directed, on behalf of the Corporation,to cause the Corporation to perform all of its obligations under the Merger Agreement and any other agreements,letters,instruments,certificates or other documents contemplated thereby or executed and delivered in connection therewith to effectuate the Merger; and be it 13418353v2 FURTHER RESOLVED,that the approvals of the Merger Agreement and the Merger contained in these resolutions are intended,and shall be deemed to constitute the approval by the Board of the Merger for all purposes under Section 11-10 of the North Carolina Business Corporation Act. 2. GENERAL AUTHORIZATION RESOLVED,that the Authorized Officers be, and each of them with full authority to act without the others hereby is, authorized and empowered, in the name and on behalf of the Corporation, to take all such further actions and to prepare, execute, file and deliver or cause to be delivered all such agreements, instruments, certificates, schedules, forms and other documents in the name and on behalf of the Corporation, and to incur and to pay all such fees and expenses as they, or any one of them, shall in their, his or her judgment determine to be necessary,appropriate or advisable in order to carry out fully the intent and to accomplish the purposes of these resolutions; and be it FURTHER RESOLVED, that the execution, filing and delivery of any agreements, instruments, certificates and other documents in the name and on behalf of the Corporation by an Authorized Officer or the doing by them or any one of them of any act authorized hereby or otherwise taken in furtherance of the foregoing matters shall be conclusive evidence of their, his or her authority therefor from the Corporation and the approval and ratification by the Corporation thereof; and be it FURTHER RESOLVED, that all lawful acts by or under the direction of any director, any Authorized Officer or any person or persons designated and authorized by any director or any Authorized Officer to act on behalf of the Corporation, which acts would have been authorized by these resolutions, except that such acts were taken prior to the adoption of such resolutions be, and the same hereby are, jointly and severally,ratified,confirmed and approved as the lawful and authorized acts of the Corporation; and be it FURTHER RESOLVED, that an executed copy of this written consent shall be filed with the minutes of the proceedings of the Board, and the undersigned hereby agrees to take action by electronic means. [Signature Page Follows] 2 13418353v2 IN WITNESS WHEREOF, the undersigned have executed this Written Consent on the date set forth herein. M. MANESS}INN SS i --•.. JONATHAN MARR t)\ -1 MIKE ALBRIGHT EXHIBIT A AGREEMENT AND PLAN OF MERGER [See Attached] 13418353v2 FRONTIER YARNS,INC. WRITTEN CONSENT OF THE SOLE STOCKHOLDER EFFECTIVE DATE: DECEMBER 31,2023, 11:59 PM The undersigned, Gildan Yarn Holdings Inc. ("Yarn Holdings"), being the sole stockholder of Frontier Yarns, Inc., a North Carolina corporation (the "Corporation"), hereby adopts the following resolutions by written consent,in lieu of a meeting,pursuant to Section 7-04 of the North Carolina Business Corporation Act, and directs that this consent be delivered to the officer or agent having custody of the books in which proceedings of meetings of the sole stockholder of the Corporation are kept. 1. MERGER AGREEMENT WHEREAS, Yarn Holdings has reviewed the Agreement and Plan of Merger (the "Merger Agreement")between Gildan Yarns,LLC,a Delaware limited liability company("Gildan Yarns"),and the Corporation,pursuant to which,among other things,the Corporation will merge with and into Gildan Yarns, with Gildan Yarns as the surviving corporation, immediately after the dissolution and liquidation of Fulcrum Parent LLC,a Delaware limited liability company,becomes effective on December 31,2023 (the "Merger"); WHEREAS, the Board of Directors of the Corporation (the "Board") has unanimously (a) determined that the Merger Agreement and the Merger are advisable, fair to and in the best interests of the Corporation and Yarn Holdings, and (b) approved the execution, delivery and performance of the Merger Agreement by the Corporation and approved the consummation by the Corporation of the Merger; WHEREAS, the Merger Agreement has been submitted to Yarn Holdings for its approval and adoption, and the Board has recommended that Yarn Holdings approve the adoption of the Merger Agreement and the consummation of the Merger on the terms and subject to the conditions set forth in the Merger Agreement; and WHEREAS, Yarn Holdings has determined that it is advisable and in the best interests of the Corporation to approve the adoption of the Merger Agreement and consummation of the Merger on the terms and subject to the conditions set forth in the Merger Agreement. NOW, THEREFORE,BE IT HEREBY RESOLVED, that the Merger Agreement, in the form attached hereto as Exhibit A be, and hereby is, authorized, approved and adopted in all respects for all purposes under Section 11-10 of the North Carolina Business Corporation Act, and the consummation of the Merger on the terms and subject to the conditions set forth in the Merger Agreement is, in all respects, authorized,confirmed, approved and ratified. 2. GENERAL AUTHORIZATION RESOLVED,that all acts and deeds heretofore done by or under the direction of the directors and officers of the Corporation in connection with the Merger Agreement or any additional document are hereby ratified, and the officers of the Corporation, each of them with full authority to act without the others, are hereby authorized, for and on behalf of the Corporation, to file, execute, verify, acknowledge and deliver any and all certificates, documents and other agreements, waivers, consents and instruments necessary or desirable to effect the purpose and intent of the Merger Agreement and consummate the Merger, and to do or cause to be done any and all such acts and things as they may deem necessary or desirable for the performance in full of all of the obligations of the Corporation under the Merger Agreement(as evidenced 1 13418356v2 by the taking of such action or the execution and delivery of such instruments, as the case may be,by and under the direction of such officer or officers); and be it FURTHER RESOLVED,that an executed copy of this consent shall be filed with the minutes of the proceedings of the stockholder of the Corporation,and the undersigned hereby agrees to take action by electronic means. [Signature Page Follows] 2 13418356v2 IN WITNESS WHEREOF, the undersigned has executed this Written Consent on the date set forth herein. GILDAN YARN HOLDINGS INC. Per: [ ---- + Jonathan Marr President EXHIBIT A AGREEMENT AND PLAN OF MERGER [See Attached] 13418356v2 GILDAN YARNS,LLC WRITTEN CONSENT OF THE BOARD OF MANAGERS EFFECTIVE DATE: DECEMBER 31,2023, 11:59 PM The undersigned, being all of the managers (the "Managers") of Gildan Yarns, LLC, a Delaware Limited Liability Company(the"Company"), do hereby waive any and all requirements for the holding of a meeting of the Managers of the Company and do hereby take the following actions and adopt the following preambles and resolutions by signing their written consent hereto. 1. MERGER AGREEMENT WHEREAS,the Managers have reviewed a draft of the proposed Agreement and Plan of Merger, (the"Merger Agreement")between Frontier Yarns,Inc. ("Frontier"),a North Carolina corporation,and the Company,pursuant to which,among other things,Frontier will merge with and into the Company,with the Company as the surviving company, immediately after the dissolution and liquidation of Fulcrum Parent LLC, a Delaware limited liability company,becomes effective on December 31,2023 (the"Merger"). NOW,THEREFORE,BE IT HEREBY RESOLVED,that the Managers hereby determine that the Merger Agreement and the Merger are advisable, fair to and in the best interests of the Company and its sole member; and be it FURTHER RESOLVED, that the Managers hereby approve the execution, delivery and performance of the Merger Agreement and the consummation of the Merger by the Company; and be it FURTHER RESOLVED, that the Merger Agreement be submitted for consideration to Gildan Yarn Holdings Inc. ("Parent"),the sole member of the Company,for its approval and adoption,and that the Merger Agreement and the performance by the Company of its obligations thereunder, be, and hereby are,recommended to Parent for its approval and adoption; and be it FURTHER RESOLVED,that, should the Merger Agreement and Merger be approved by Parent, the officers of the Company(each such person,an"Authorized Officer")be,and each hereby is,authorized, in the name and on behalf of the Company,to execute and deliver the Merger Agreement, substantially in the form attached hereto as Exhibit A, subject to such modifications, amendments or changes as the Authorized Officers, or any one of them acting alone or with one or more other Authorized Officers, shall approve in such Authorized Officers' or Authorized Officer's discretion, such approval to be conclusively evidenced by such Authorized Officers' or Authorized Officer's execution thereof; and be it FURTHER RESOLVED,that, should the Merger Agreement and Merger be approved by Parent, the Authorized Officers be,and each of them hereby is, authorized, empowered and directed, on behalf of the Company,to cause the Company to perform all of its obligations under the Merger Agreement and any other agreements, letters, instruments, certificates or other documents contemplated thereby or executed and delivered in connection therewith to effectuate the Merger; and be it FURTHER RESOLVED,that the approvals of the Merger Agreement and the Merger contained in these resolutions are intended, and shall be deemed to constitute the approval by the Managers of the Merger for all purposes under Section 18-209 of the Delaware Limited Liability Company Act. 1 13418374v2 2. GENERAL AUTHORIZATION RESOLVED, that the Authorized Officers be, and each of them with full authority to act without the others hereby is,authorized and empowered,in the name and on behalf of the Company,to take all such further actions and to prepare, execute, file and deliver or cause to be delivered all such agreements, instruments,certificates,schedules,forms and other documents in the name and on behalf of the Company, and to incur and to pay all such fees and expenses as they, or any one of them, shall in their, his or her judgment determine to be necessary, appropriate or advisable in order to carry out fully the intent and to accomplish the purposes of these resolutions; and be it FURTHER RESOLVED, that the execution, filing and delivery of any agreements, instruments, certificates and other documents in the name and on behalf of the Company by an Authorized Officer or the doing by them or any one of them of any act authorized hereby or otherwise taken in furtherance of the foregoing matters shall be conclusive evidence of their,his or her authority therefor from the Company and the approval and ratification by the Company thereof; and be it FURTHER RESOLVED, that all lawful acts by or under the direction of any manager, any Authorized Officer or any person or persons designated and authorized by any manager or any Authorized Officer to act on behalf of the Company, which acts would have been authorized by these resolutions, except that such acts were taken prior to the adoption of such resolutions be, and the same hereby are, jointly and severally,ratified, confirmed and approved as the lawful and authorized acts of the Company; and be it FURTHER RESOLVED, that an executed copy of this written consent shall be filed with the minutes of the proceedings of the Managers, and the undersigned hereby agree to take action by electronic means. [Signature Page Follows] 2 13418374v2 IN WITNESS WHEREOF, the undersigned have executed this Written Consent on the date set forth herein. JONATHAN MARR et\JU/d MIKE ALBRIGH EXHIBIT A AGREEMENT AND PLAN OF MERGER [See Attached] 13418374v2 GILDAN YARNS,LLC WRITTEN CONSENT OF THE SOLE MEMBER EFFECTIVE DATE: DECEMBER 31,2023, 11:59 PM The undersigned,Gildan Yarn Holdings Inc. ("Yarn Holdings"),being the sole member of Gildan Yarns, LLC, a Delaware limited liability company (the "Company"), hereby adopts the following resolutions by written consent, in lieu of a meeting, and directs that this consent be delivered to the officer or agent having custody of the books in which proceedings of meetings of the Member of the Company are kept. 1. MERGER AGREEMENT WHEREAS, Yarn Holdings has reviewed the Agreement and Plan of Merger (the "Merger Agreement") between Frontier Yarns, Inc. ("Frontier"), a North Carolina corporation, and the Company, pursuant to which,among other things,Frontier will merge with and into the Company,with the Company as the surviving company, immediately after the dissolution and liquidation of Fulcrum Parent LLC, a Delaware limited liability company,becomes effective on December 31,2023 (the"Merger"); WHEREAS, the Board of Managers of the Company (the "Board") has unanimously (a) determined that the Merger Agreement and the Merger are advisable, fair to and in the best interests of the Company and its sole Member,and(b) approved the execution,delivery and performance of the Merger Agreement by the Company and approved the consummation by the Company of the Merger; WHEREAS,the Merger Agreement has been submitted to Yarn Holdings for its adoption,and the Board has recommended that Yarn Holdings approve the adoption of the Merger Agreement and the consummation of the Merger on the terms and subject to the conditions set forth in the Merger Agreement; and WHEREAS, Yarn Holdings has determined that it is advisable and in the best interests of the Company to approve the adoption of the Merger Agreement and consummation of the Merger on the terms and subject to the conditions set forth in the Merger Agreement. NOW, THEREFORE,BE IT HEREBY RESOLVED, that the Merger Agreement, in the form attached hereto as Exhibit A be, and hereby is, authorized, approved and adopted in all respects for all purposes under Section 18-209 of the Delaware Limited Liability Company Act,and the consummation of the Merger on the terms and subject to the conditions set forth in the Merger Agreement is, in all respects, authorized,confirmed, approved and ratified. 2. GENERAL AUTHORIZATION RESOLVED,that all acts and deeds heretofore done by or under the direction of the managers and officers of the Company in connection with the Merger Agreement are hereby ratified, and the officers of the Company, each of them with full authority to act without the others, are hereby authorized, for and on behalf of the Company,to file,execute,verify,acknowledge and deliver any and all certificates,documents and other agreements, waivers, consents and instruments necessary or desirable to effect the purpose and intent of the Merger Agreement and consummate the Merger, and to do or cause to be done any and all such acts and things as they may deem necessary or desirable for the performance in full of all of the obligations of the Company under the Merger Agreement(as evidenced by the taking of such action or the 1 13418375v2 execution and delivery of such instruments, as the case may be, by and under the direction of such officer or officers); and be it FURTHER RESOLVED,that an executed copy of this consent shall be filed with the minutes of the proceedings of the Member of the Company. [Signature Page Follows] 2 13418375v2 IN WITNESS WHEREOF, the undersigned Member has executed this Consent on the date set forth herein. GILDAN YARN HOLDINGS INC. Per: PL IfYl "—. Jonathan Marr President EXHIBIT A AGREEMENT AND PLAN OF MERGER [See Attached] 13418375v2 AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger(the"Plan of Merger"), dated as of[DATE], is by and between Frontier Yarns,Inc., a North Carolina corporation(the"Merging Company"), and Gildan Yarns, LLC, a Delaware limited liability company (the"Surviving Company"). WITNESSETH: WHEREAS, the Merging Company and the Surviving Company are wholly owned subsidiaries of Gildan Yarn Holdings Inc.; WHEREAS, Gildan Yarn Holdings Inc. deems it advisable and in the best interests of the Merging Company and the Surviving Company that the Merging Company be merged with and into the Surviving Company pursuant to the terms and conditions set forth herein and the provisions of Section 55-11-10 of the North Carolina Business Corporation Act (the "NCBCA") and Section 18-209 of the Delaware Limited Liability Company Act (the "DLLCA"), with the Surviving Company being the surviving limited liability company at the effective time on the date of such Merger(as hereinafter defined); and WHEREAS, the board of directors of the Merging Company and the board of managers of the Surviving Company have also deemed the Merger advisable and in the best interests of the Merging Company and the Surviving Company, respectively, and have adopted and approved the execution and delivery of this Plan of Merger. NOW, THEREFORE, in consideration of the foregoing and the provisions set forth below, the parties hereto agree as follows: SECTION 1 DEFINITIONS 1.1 Effective Time. "Effective Time" shall mean the time specified in Section 2.2 below. 1.2 Merger. "Merger" shall refer to the merger of the Merging Company with and into the Surviving Company as provided in Section 2.1 of this Plan of Merger. SECTION 2 TERMS OF MERGER 2.1 Merger. In accordance with the applicable laws of the State of Delaware and the State of North Carolina, and subject to the terms and conditions set forth in this Plan of Merger, the Merging Company shall, at the Effective Time, be merged with and into the Surviving Company. The Surviving Company shall continue to exist after the Merger and shall continue to be governed by the laws of the State of Delaware under the name "Gildan Yarns, LLC." The separate existence of the Merging Company shall cease at the Effective Time in accordance with the provisions of the DLLCA and NCBCA. 13418426v2 2.2 Effective Time. The Merger contemplated by this Plan of Merger shall become effective on December 31, 2023 at 11:59 p.m. 2.3 Certificate of Formation. The Certificate of Formation (as amended, modified or supplemented from time to time in accordance with its terms) of the Surviving Company as it exists at the Effective Time shall remain in full force and effect after the Effective Time and shall not be amended by virtue of the Merger. 2.4 Operating Agreement. The Operating Agreement of the Surviving Company as they exist at the Effective Time shall remain in full force and effect after the Effective Time and shall not be amended by virtue of the Merger. 2.5 Effect of Merger. Except as herein specifically set forth, the identity, existence, purposes, powers, objects, privileges, rights, and immunities of the Surviving Company shall continue unaffected and unimpaired by the Merger, and the franchises, existence, liabilities and rights of the Merging Company shall be merged into and fully vested in the Surviving Company as of the Effective Time. The assets and liabilities of the Merging Company as of the Effective Time shall be taken onto the books of the Surviving Company, and the Surviving Company shall be liable for all of the obligations and liabilities of the Merging Company, including, without limitation, prosecuting any claim, action, or proceeding pending by or against the Merging Company as if the Merger had not taken place. SECTION 3 EFFECT OF MERGER ON CAPITAL STOCK The issued and outstanding stock of the Merging Company shall be canceled and cease to exist at the Effective Time by virtue of the Merger. The issued and outstanding units of the Surviving Company shall remain issued and outstanding after the Effective Time. No cash consideration shall be paid. SECTION 4 FURTHER ASSURANCES Each party to this Plan of Merger agrees to do such things as may be reasonably required by the other parties in order more effectively to consummate or document the transactions contemplated by this Plan of Merger. SECTION 5 COUNTERPARTS This Plan of Merger may be executed in multiple counterparts (including by.pdf facsimile, or other electronic means), each of which shall be deemed an original, and it shall not be necessary in making proof of this Plan of Merger or its terms to produce or account for more than one of such counterparts. [Remainder of Page Intentionally Left Blank] 13418426v2 IN WITNESS WHEREOF, the undersigned have caused this Plan of Merger to be executed by their duly authorized representatives as of the date first above written. MERGING COMPANY: FRONTIER YARNS,INC. Per: '-21(24412- ohn M. Maness President SURVIVING COMPANY: GILDAN YARNS,LLC Per: Jonathan Marr President CERTIFICATE OF MERGER OF FRONTIER YARNS, INC. (a North Carolina corporation) INTO GILDAN YARNS, LLC (a Delaware limited liability company) DATE: DECEMBER 31, 2023, 11:59 PM Pursuant to Section 55-11-10 of the North Carolina Business Corporation Act ("NCBCA") and Section 18-209 of the Delaware Limited Liability Company Act (the "DLLCA"), the undersigned limited liability company executed the following Certificate of Merger. 1. The name and state of each of the constituent companies of the merger(collectively, the"Constituent Companies") are as follows: Name State of Incorporation Frontier Yarns, Inc. North Carolina Gildan Yarns, LLC Delaware 2. The Agreement and Plan of Merger (the "Merger Agreement"), dated as of [DATE],has been approved, adopted, certified, executed and acknowledged by each of the Constituent Companies in accordance with Section 55-11-10 of the NCBCA and Section 18-209 of the DLLCA. 3. The name of the surviving company is Gildan Yarns, LLC, a Delaware limited liability company (the "Surviving Company"), and the name of the corporation being merged with and into the Surviving Company is Frontier Yarns, Inc., a North Carolina corporation. 4. The Certificate of Formation (as amended, modified or supplemented from time to time in accordance with its terms) of Gildan Yarns, LLC before the merger shall be the Certificate of Formation of the Surviving Company. 5. The executed Merger Agreement is on file at 2121 Heilig Road, Salisbury, North Carolina, 28146, the place of business of the Surviving Corporation. 6. A copy of the Merger Agreement will be furnished by the Surviving Corporation on request, without cost, to any equityholder of the Constituent Companies. 7. This Certificate of Merger, and the merger provided for herein, shall be effective on December 31, 2023, at 11:59 p.m. [Signature Page Follows] IN WITNESS WHEREOF, the Surviving Company has caused this Certificate of Merger to be signed by an authorized officer as of the date first written above. GILDAN YARNS,LLC Per: '---- PI �___._ Jonathan Marr President INSTRUCTIONS FOR FILING ARTICLES OF MERGER Item 1 Enter the name of the surviving business entity, check the applicable box indicating what type of business entity it is and enter the State or Country the surviving business entity is formed under. Item 2 Enter the address of the surviving business entity. Item 2a Enter the mailing address of the surviving business entity in the second space provided only if the surviving business entity is a foreign business entity that is not currently qualified to transact business in North Carolina. Item 3 Enter the name and address of each merging business entity and select the applicable type of business entity that applies to each of the merging business entities. Attach a separate page if necessary. Item 4 Attach any amendments to the surviving business entity's Articles of Incorporation, Articles of Organization or Certificate of Domestic Limited Partnership included in the plan of merger. Please note that amended and restated Articles of Incorporation or Organization may not be attached to the Articles of Merger. Item 5 See document. A plan of merger must have been approved in accordance with law prior to submitting the Articles of Merger to the Secretary of State. Items 6& 7 Attach the information required by §55-11-12(d)to the Articles of Merger. Item 8: The document will be effective on the date and at the time of filing,unless a delayed date and/or an effective time(on the day of filing) is specified. If a delayed effective date is specified without a time,the document will be effective at 11:59 p.m. Raleigh,North Carolina time on the day specified. If a delayed effective date is specified with a time, the document will be effective on the day and at the time specified. A delayed effective date may be specified up to and including the 90th day after the day of filing. Date and Execution Enter the date the document was executed. In the blanks provided enter: • The name of the surviving or resulting business entity as it appears in item 1. • The signature of the applicable representative executing the document. • Business Corporation/Nonprofit Corporation: the document must be signed by the Chairman or any other Officer of the Corporation. • Limited Liability Company: the document must be signed by a Company Official of the LLC. • Limited Partnership/Limited Liability Partnership: the document must be signed by a General Partner of the LP/LLP. • The name and title of the above-signed representative. BUSINESS REGISTRATION DIVISION P.O.BOX 29622 RALEIGH,NC 27626-0622 (Revised October,2018) (Form BE-15) State of North Carolina Department of the Secretary of State ARTICLES OF MERGER Pursuant to North Carolina General Statute Sections 55-11-05(a), 55-11-12, 55A-11-09(d), 55A-11-04, 57D-9-42, 59-73.32(a)and 59-1072(a), as applicable,the undersigned entity does hereby submit the following Articles of Merger as the surviving business entity in a merger between two or more business entities. 1. The name of the surviving entity is Gildan Yarns,LLC , a(check one) ❑ corporation,❑nonprofit corporation,❑professional corporation, limited liability company, ❑limited partnership,❑partnership,❑limited liability partnership organized under the laws of Delaware (state or country). 2. The address of the surviving entity is: Street Address:] 251, Little Falls Drive, New Castle County City: Wilmington State: Delaware Zip Code: 19808 County: U.S.A. (a) (Complete only if the surviving business entity is a foreign business entity that is not authorized to transact business or conduct affairs in North Carolina.) The mailing address of the surviving foreign business entity is: Street Address: City: State: Zip Code: County: The Surviving foreign business entity will file a statement of any subsequent change in its mailing address with the North Carolina Secretary of State. 3. For each merging entity: (if more than one, complete on separate sheet and attach.) The name of the merged entity is Frontier Yarns,Inc. , a(check one) ❑✓ corporation,❑nonprofit corporation,❑professional corporation,❑limited liability company, ❑ limited partnership,❑partnership,❑limited liability partnership organized under the laws of North Carolina (state or country). The mailing address of each merging entity is: (if more than one, complete on separate sheet and attach) Street Address: 1823 Boone Trail Road City: Sanford State:North Carolina Zip Code:27330 County: U.S.A. 4. If the surviving business entity is a domestic business entity,the text of each amendment, if any,to the Articles of Incorporation,Articles of Organization,or Certificate of Limited Partnership within the Plan of Merger is attached. BUSINESS REGISTRATION DIVISION P.O.BOX 29622 RALEIGH,NC 27626-0622 (Revised October,2018) (Form BE-15) 5. A Plan of Merger has been duly approved in the manner required by law by each of the business entities participating in the merger. Provide the information in Items 6 and 7 below for a merger between a parent unincorporated entity and a subsidiary corporation or corporations. 055-11-12) 6. The terms and conditions of the merger are attached. (§55-11-12 mergers only) 7. Information concerning the manner and basis of converting the interests in each merging business entity into interests, obligations, or securities of the surviving business entity,or into cash or other property in whole or in part, or of cancelling the interests is attached. (§55-11-12 mergers only) 8. These articles will be effective on December 31, 2023, at 11:59 pm. This the 31 day of December ,20 23 Gildan Yanrs,LLC None of Entity Signature Jonathan Man,President Type or Print Name and Title NOTES: 1. Filing fee is$50 for For-profit entities. 2. Filing fee is$25 when the surviving business entity is a Non-profit corporation. 3. This document must be filed with the Secretary of State. Certificate(s)of Merger must be registered pursuant to the requirements of N.C.G.S. Section 47-18.1 BUSINESS REGISTRATION DIVISION P.O.BOX 29622 RALEIGH,NC 27626-0622 (Revised October,2018) (Form BE-15) Delaware Division of Corporations 401 Federal Street—Suite 4 Dover,DE 19901 Phone:302-739-3073 Certificate of Merger Dear Sir or Madam: Attached please find a Certificate of Merger form to be filed in accordance with the Limited Liability Corporation Act of the State of Delaware. The fee to file the Certificate is $200.00. You will receive a stamped "Filed" copy of your submitted document. A certified copy may be requested for an additional $50. Expedited services are available. Please contact our office concerning these fees. Contact our Franchise Tax Section concerning taxes due on any Delaware companies merging out of existence. A check for the tax payment and the filing/assessment fee must accompany the Certificate for filing. Please make your check payable to the "Delaware Secretary of State". For the convenience of processing your order in a timely manner, please include a cover letter with your name, address and telephone/fax number to enable us to contact you if necessary. Please make sure you thoroughly complete all information requested on this form. It is important that the execution be legible, we request that you print or type your name under the signature line. Thank you for choosing Delaware as your corporate home. Should you require further assistance in this or any other matter, please don't hesitate to call us at (302) 739- 3073. Sincerely, Department of State Division of Corporations encl. rev. 07/04 STATE OF DELAWARE CERTIFICATE OF MERGER OF DOMESTIC LIMITED LIABILITY COMPANIES Pursuant to Title 6, Section 18-209 of the Delaware Limited Liability Act, the undersigned limited liability company executed the following Certificate of Merger: FIRST: The name of the surviving limited liability company is Gildan Yarns, LLC and the name of the limited liability company being merged into this surviving limited liability company is Frontier Yarns, Inc. SECOND: The Agreement of Merger has been approved, adopted, certified, executed and acknowledged by each of the constituent limited liability companies. THIRD: The name of the surviving limited liability company is Gildan Yarns, LLC • FOURTH: The merger is to become effective on December 31 2023, 11 : 5 9pm FIFTH: The Agreement of Merger is on file at 2121 Heiliq Road, Salisbury, North Carolina, 28146 the place of business of the surviving limited liability company. SIXTH: A copy of the Agreement of Merger will be furnished by the surviving limited liability company on request, without cost, to any member of the constituent limited liability companies. IN WITNESS WHEREOF, said surviving limited liability company has caused this certificate to be signed by an authorized person, the 31 day of December ,A.D., 2023 ' t By: .- Authorized Person Name:Jonathan Marr Print or Type Title:Pre s i dent