WHEREAS on September 5, 2025, BDO Canada Limited was appointed Receiver over the assets and undertakings of The Bold Corporation (the “Company”) pursuant to an order of the Ontario Superior Court of Justice (the “Appointment Order”);

AND WHEREAS the Vendor has the requisite power and authority to enter into and complete the transaction of purchase and sale contemplated herein pursuant to the terms of the Appointment Order; 

AND WHEREAS the Vendor hereby agrees to sell and transfer to the Purchaser, and the Purchaser hereby agrees to accept from the Vendor, the Company’s inventory listed in Schedule “A” attached hereto (the “Inventory”) in exchange for the sum of (the "Purchase Price"), plus applicable taxes for a total. 

NOW THEREFORE THIS INDENTURE WITNESSETH that in consideration of the payment by the Purchaser to the Vendor in the amount equal to the Purchase Price, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the parties hereto, the parties hereto agree as follows:

1. Purchase and Sale: The Vendor hereby sells, transfers and assigns to the Purchaser, and the Purchaser hereby purchases from the Vendor the Inventory.

2. Representations and Warranty: The Vendor represents and warrants that it was appointed Receiver and pursuant to the Appointment Order has the authority to complete the transaction contemplated herein, otherwise as set out in section 3 below, there are no further representations and warranties concerning the Inventory sold.

3. As Is, Where Is: The Purchaser acknowledges that it is relying entirely upon its own judgment, investigation and inspection in proceeding with the transaction contemplated hereunder.  Without limiting the foregoing, the Purchaser acknowledges and agrees that it purchases the Inventory on an  "as is,  where  is" basis,  and that the Vendor has made no representations, warranties, terms, conditions, understandings  or collateral agreements, express or implied, statutory or otherwise, with respect to the title, merchantability, condition, description, fitness for purpose, quality, quantity or any other thing, affecting the Inventory, or in respect of any other matter or thing whatsoever except as expressly stated herein, including, without limitation, any and all conditions, warranties or representations expressed or implied pursuant to the Sale of Goods Act (Ontario) or similar legislation in Ontario or in any other jurisdiction do not apply hereto and are hereby waived by the Purchaser.  For greater certainty, the Purchaser acknowledges and confirms that it is solely responsible for verifying that the Inventory is as described, and that any description contained in Schedule “A” hereto, is for the purpose of information and identification only. No representation, warranty or condition has or will be given by the Vendor concerning completeness or the accuracy of any such description including the existence of any asset or property right described herein.

4. Obligation of the Purchaser: The Purchaser covenants and agrees to pay to the Vendor all federal and provincial sales taxes and all other transfer taxes payable upon and in connection with the sale and transfer by the Vendor of the Company’s right, title and interest, if any, in and to the Inventory and to indemnify and save harmless the Vendor with respect to same. The obligations of the Purchaser to indemnify the Vendor shall survive closing.

5. Limited Liability: The Purchaser acknowledges and agrees that any liability of the Vendor in connection with this agreement will be limited in amount to the Purchase Price.

6. Further Assurances: Each of the Purchaser and the Vendor shall, from time to time after the date hereof, take or cause to be taken such action and execute and deliver or cause to be executed or delivered to the other such documents and further assurances as may be reasonably necessary to give effect to this Bill of Sale.

7. Survival: The representations, warranties and covenants of the parties contained in this Bill of Sale shall continue in full force and effect indefinitely.

8. Receiver’s Capacity: The Purchaser acknowledges that the Vendor is acting solely in its capacity as the Court-appointed receiver and manager of all of the assets, undertakings and properties of the Company and shall have no personal or corporate liability under this Bill of Sale.

9. Successors and Assigns: This agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

10. Governing Law: This agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and will be treated, in all respects, as an Ontario contract, with the Ontario Superior Court of Justice having exclusive jurisdiction.

11. Counterparts: This Bill of Sale may be executed by the parties herein in separate counterparts (which counterparts may be delivered by telecopier with the original forwarded immediately thereafter) each of which once executed and delivered shall be deemed to be an original and such counterparts together shall constitute one and the same instrument, which shall be sufficiently evidenced by any such counterparts.

12. Release: The Purchaser hereby releases, remises and forever discharges the Receiver and all of its respective officers, directors, employees, partners, administrators, successors, assigns, agents, and solicitors (collectively, the “Releasees”), of and from any and all claims and causes of action of every kind and nature whatsoever, whether in law or in equity, whether implied or express, which the Purchaser ever had, now have, or may in the future have against the Releasees in respect of the transaction contemplated in this Agreement.

IN WITNESS WHEREOF the parties have executed this indenture as of the date first above written. 

BDO CANADA LIMITED

Solely in its capacity as Court Appointed Receiver of The Bold Corporation