NCG170242_Name-Owner Change Supporting Info_8/28/2018

EXECUTION VERSION
BILL OF SALE
THIS BILL OF SALE is made effective on the 3rd day of August, 2018 (the “Effective
Date”), by and between Shawmut LLC, a Delaware limited liability company (“Transferee”), and
Glen Raven Technical Fabrics, LLC, a North Carolina limited liability company (“Transferor”).
Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to
such terms in the Contribution Agreement (as defined below).
WHEREAS, Transferee and Transferor are parties to that certain Contribution Agreement of
even date herewith (the “Contribution Agreement”), pursuant to which Transferor has agreed to
contribute, assign, transfer, convey and deliver to Transferee, and Transferee has agreed to accept
from Transferor, all machinery, furniture, equipment, trade fixtures, appliances, inventory, and other
tangible personal property included in the Contributed GRTF Assets (the “Assets”); and
WHEREAS, this Bill of Sale is being delivered in connection with, and as contemplated by,
the Contribution Agreement.
NOW, THEREFORE, for and in consideration of the premises and the mutual covenants
contained in this Bill of Sale, and for other good and valuable consideration, the receipt, adequacy
and legal sufficiency of which are acknowledged, the parties to this Bill of Sale agree as follows:
1. Conveyance of Assets. Subject to the terms and conditions of the Contribution
Agreement, including Section 2.06 thereof, Transferor hereby irrevocably contributes, assigns,
transfers, conveys and delivers to Transferee, effective as of the Closing, all of Transferor’s right,
title, and interest in, to, and under the Assets, on the terms set forth in the Contribution Agreement,
free and clear of all Encumbrances other than the Permitted Encumbrances. It is understood and
agreed that Transferee is not by this Bill of Sale acquiring any right, title or interest in, to, or under
any Excluded GRTF Assets.
2. Further Assurances. Each of Transferor and Transferee agrees, when reasonably
requested by the other, to perform, execute, acknowledge, and deliver, or to cause to be performed,
executed, acknowledged, and delivered, all such further acts, transfers, conveyances, assignments,
agreements, powers of attorney, filings, endorsements, and assurances as are reasonably necessary
to accomplish the transfers and assignments contemplated by this Bill of Sale for the better assuring,
conveying, transferring, confirming, and vesting in and to Transferee the Assets, and title to the
Assets, and to the fullest extent permitted by Law to put Transferee in actual possession and control
of the Assets, and for otherwise carrying out the purposes of transferring ownership and possession
of the Assets as set forth in this Bill of Sale and in the Contribution Agreement.
3. Power of Attorney. Transferor irrevocably constitutes and appoints Transferee and
Transferee’s agents as the true and lawful attorneys of Transferor, with full power of substitution, in
the name of Transferor but on behalf of and for the benefit of Transferee, to demand and receive from
time to time any and all of the Assets; to make endorsements and give receipts and releases for and
in respect of the Assets and any part of the Assets; to institute, prosecute, compromise, and settle any
and all actions or proceedings Transferee may deem proper to collect, assert, or enforce any claim,
right, or title of any kind in and to the Assets; to defend and compromise any action, suit, or
proceeding in respect of any of the Assets; and to take all such other and further actions, including
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executing and receiving any certificate of ownership or other document to transfer title to any of the
Assets, as Transferee deems advisable. The foregoing power is a power coupled with an interest and
is not and will not be revocable in any manner or for any reason.
4. Captions. The section and paragraph headings or captions appearing in this Bill of
Sale are for convenience only, are not a part of this Bill of Sale, and are not to be considered in
interpreting this Bill of Sale.

5. Binding Effect; Parties in Interest; Assignment. This Bill of Sale will inure to the
benefit of and be binding upon Transferee and Transferor, and their respective legal representatives,
successors, and assigns. Nothing in this Bill of Sale is intended to confer, expressly or by implication,
upon any other person any rights or remedies under or by reason of this Bill of Sale. No party to this
Bill of Sale may assign either this Bill of Sale or any of its rights, interests, or obligations under this
Bill of Sale without the prior written approval of the other party, except that Transferee may assign
any or all of Transferee’s rights under this Bill of Sale (including its indemnification rights), in whole
or in part, without obtaining the consent or approval of Transferor or of any other person: (a) to any
current or future parent, subsidiary, or other affiliate of Transferee; (b) to any entity into which
Transferee may be merged or consolidated; (c) in connection with any acquisition, restructuring,
merger, conversion, or consolidation to which Transferee may be a party; or (d) to Transferee’s
lenders as collateral security for obligations owed by Transferee to its lenders.
6. Terms of the Contribution Agreement. The terms of the Contribution Agreement
will not be superseded but will remain in full force and effect to the full extent provided in the
Contribution Agreement. In the event of any conflict or inconsistency between the terms of the
Contribution Agreement and the terms of this Bill of Sale, the terms of the Contribution Agreement
will govern.
7. Notice. Any and all notices or other communications required or permitted to be
delivered under this Bill of Sale will be delivered in the manner set forth in Section 8.02 of the
Contribution Agreement.
8. Entire Agreement. This Bill of Sale, together with the Contribution Agreement (and
the Schedules and Exhibits to the Contribution Agreement) and other documents delivered or to be
delivered pursuant to the Contribution Agreement, contain or will contain the entire agreement
among the parties with respect to the transactions contemplated in this Bill of Sale and supersede all
previous oral and written agreements.
9. Waiver. No waiver by any party of any of the provisions hereof shall be effective
unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall
operate or be construed as a waiver in respect of any failure, breach, or default not expressly identified
by such written waiver, whether of a similar or different character, and whether occurring before or
after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege
arising from this Bill of Sale shall operate or be construed as a waiver thereof; nor shall any single
or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further
exercise thereof or the exercise of any other right, remedy, power, or privilege.
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10. Governing Law. This Bill of Sale (and any claims, causes of action or disputes that
may be based upon, arise out of or relate to the transactions contemplated hereby, to the negotiation,
execution or performance hereof, or to the inducement of any party to enter herein, whether for breach
of contract, tortious conduct or otherwise and whether predicated on common law, statute, or
otherwise) shall in all respects be governed by and construed in accordance with the internal 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).
11. Submission to Jurisdiction. Any legal suit, action or proceeding arising out of or
based upon this Bill of Sale may be instituted only in the Court of Chancery of the State of Delaware
or, if under applicable Law exclusive jurisdiction over such matters is vested in the federal courts, in
any federal court located in the State of Delaware, and each party irrevocably submits to the exclusive
jurisdiction of such courts in any such suit, action or proceeding.
12. Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT
ANY CONTROVERSY WHICH MAY ARISE DIRECTLY OR INDIRECTLY OUT OF OR
RELATING TO THIS BILL OF SALE IS LIKELY TO INVOLVE COMPLICATED AND
DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND
UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF ANY LEGAL ACTION ARISING DIRECTLY OR INDIRECTLY OUT OF OR
RELATING TO THIS BILL OF SALE. EACH PARTY CERTIFIES AND ACKNOWLEDGES
THAT (A) NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT
SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B)
SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH
PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN
INDUCED TO ENTER INTO THIS BILL OF SALE BY, AMONG OTHER THINGS, THE
MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 12.
13. Counterparts. This Bill of Sale 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 Bill of Sale delivered by facsimile, email, or other means of electronic
transmission shall be deemed to have the same legal effect as delivery of an original signed copy of
this Bill of Sale.
14. Amendment. This Bill of Sale may be amended, modified, or supplemented and any
provision may be waived, only by written agreement of Transferor and Transferee.
15. Severability. If any clause, phrase, provision, or portion of this Bill of Sale or the
application of this Bill of Sale to any person or circumstance is invalid or unenforceable under
applicable law, such invalidity or unenforceability will not affect, impair, or render invalid or
unenforceable the remainder of this Bill of Sale, nor any other clause, phrase, provision, or portion
of this Bill of Sale, nor will it affect the application of any clause, phrase, provision, or portion of
this Bill of Sale to other persons or circumstances.
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