Common use of BILL OF SALE Clause in Contracts

BILL OF SALE. This Bill of Sale (the “Bill of Sale”) is made and entered into this ___ day of MONTHOFCLOSING, 2004, by and between ________________________ (“Assignor”), and ASSIGNEENAME, ASSIGNEEENTITY (“Assignee”). In consideration of the sum of Ten Dollars ($10) and other good and valuable consideration paid by Assignee to Assignor, the receipt and sufficiency of which are hereby acknowledged, Assignor does hereby assign, transfer, convey and deliver to Assignee, its successors and assigns, all items of Tangible Personal Property (as defined in the Agreement referred to below), if any, owned by Assignor and situated upon and used exclusively in connection with the Real Property (as defined in the Agreement) and more particularly described on Exhibit A attached hereto and made a part hereof for all purposes, including, without limitation, the Tangible Personal Property identified in Exhibit B, if any, attached hereto and made a part hereof for all purposes (the “Personal Property”). This Bill of Sale is made subject, subordinate and inferior to the easements, covenants and other matters and exceptions set forth on Exhibit C, if any, attached hereto and made a part hereof for all purposes. Assignee acknowledges and agrees that, except as expressly provided in, and subject to the limitations contained in, that certain Agreement of Purchase and Sale dated CONTRACTDATE, by and between ___________________________ and _________________________ (as amended, the “Agreement”), Assignor has not made, does not make and specifically disclaims any representations, warranties, promises, covenants, agreements or guaranties of any kind or character whatsoever, whether express or implied, oral or written, past, present or future, of, as to, concerning or with respect to (a) the nature, quality or conditions of the Personal Property, (b) the income to be derived from the Personal Property, (c) the suitability of the Personal Property for any and all activities and uses which Assignee may conduct thereon, (d) the compliance of or by the Personal Property or its operation with any laws, rules, ordinances or regulations of any applicable governmental authority or body, (e) the quality, habitability, merchantability or fitness for a particular purpose of any of the Personal Property, or (f) any other matter with respect to the Personal Property. Assignee further acknowledges and agrees that, having been given the opportunity to inspect the Personal Property, Assignee is relying solely on its own investigation of the Personal Property and not on any information provided or to be provided by Assignor, except as specifically provided in the Agreement. Assignee further acknowledges and agrees that any information provided or to be provided with respect to the Personal Property was obtained from a variety of sources and that Assignor has not made any independent investigation or verification of such information. Assignee further acknowledges and agrees that the sale of the Personal Property as provided for herein is made on an “as is, where is” condition and basis “with all faults,” except as specifically provided in, and subject to the limitations contained in, the Agreement. The obligations of Assignor are intended to be binding only on the property of Assignor and shall not be personally binding upon, nor shall any resort be had to, the private properties of any Seller Related Parties (as defined in the Agreement).

BILL OF SALE. This Lessee, in consideration of the Lessor's payment of the amount set forth in B 2. above, which includes any applicable sales taxes (which payment Lessee acknowledges), hereby grants, sells, assigns, transfers and delivers to Lessor the Equipment along with whatever claims and rights Seller may have against the manufacturer and/or Supplier of the Equipment, including but not limited to all warranties and representations. At Lessors request Lessee will cause Supplier to deliver to Lessor a written statement wherein the Supplier (i) consents to the assignment to Lessor of whatever claims and rights Lessee may have against the Supplier, (ii) agrees not to retain any security interest, lien or other encumbrance in or upon the Equipment at any time, and to execute such documents as Lessor may request to evidence the release of any such encumbrance, and (iii) represents and warrants to Lessor (x) that Supplier has previously conveyed full title to the Equipment to Lessee, (y) that the Equipment was delivered to Lessee and installation completed, and (z) that the final purchase price of the Equipment (or a specified portion of such purchase price) has been paid by Lessee. Lessor is purchasing the Equipment for leasing back to Lessee pursuant to the Lease. Lessee represents and warrants to Lessor that (i) Lessor will acquire by the terms of this Bill of Sale good title to the Equipment free from all liens and encumbrances whatsoever; (ii) Lessee has the “Bill of Sale”right to sell the Equipment; and (iii) is made the Equipment has been delivered to Lessee in good order and entered into this ___ day of MONTHOFCLOSING, 2004, by and between ________________________ (“Assignor”)condition, and ASSIGNEENAMEconforms to the specifications, ASSIGNEEENTITY requirements and standards applicable thereto; and (“Assignee”). In consideration of iv) the sum of Ten Dollars ($10) and other good and valuable consideration paid by Assignee to Assignorequipment has been accurately labeled, the receipt and sufficiency of which are hereby acknowledged, Assignor does hereby assign, transfer, convey and deliver to Assignee, its successors and assigns, all items of Tangible Personal Property (as defined in the Agreement referred to below), if any, owned by Assignor and situated upon and used exclusively in connection consistent with the Real Property requirements of 40 CFR part 82 Subpart E, with respect to products manufactured with a controlled (as defined in the Agreementozone-depleting) substance. Lessee agrees to save and more particularly described on Exhibit A attached hereto hold harmless Lessor from and made a part hereof for against any and all purposesfederal, state, municipal and local license fees and taxes of any kind or nature, including, without limitation, limiting the Tangible Personal Property identified in Exhibit B, if any, attached hereto and made a part hereof for all purposes (the “Personal Property”). This Bill of Sale is made subject, subordinate and inferior to the easements, covenants and other matters and exceptions set forth on Exhibit C, if any, attached hereto and made a part hereof for all purposes. Assignee acknowledges and agrees that, except as expressly provided in, and subject to the limitations contained in, that certain Agreement of Purchase and Sale dated CONTRACTDATE, by and between ___________________________ and _________________________ (as amended, the “Agreement”), Assignor has not made, does not make and specifically disclaims any representations, warranties, promises, covenants, agreements or guaranties of any kind or character whatsoever, whether express or implied, oral or written, past, present or future, of, as to, concerning or with respect to (a) the nature, quality or conditions generality of the Personal Propertyforegoing, (b) the income to be derived from the Personal Property, (c) the suitability of the Personal Property for any and all activities excise, personal property, use and uses which Assignee may conduct thereonsales taxes, (d) the compliance and from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions and suits resulting therefrom and imposed upon, incurred by or asserted against Lessor as a consequence of or by the Personal Property or its operation with any laws, rules, ordinances or regulations of any applicable governmental authority or body, (e) the quality, habitability, merchantability or fitness for a particular purpose of any of the Personal Property, or (f) any other matter with respect to the Personal Property. Assignee further acknowledges and agrees that, having been given the opportunity to inspect the Personal Property, Assignee is relying solely on its own investigation of the Personal Property and not on any information provided or to be provided by Assignor, except as specifically provided in the Agreement. Assignee further acknowledges and agrees that any information provided or to be provided with respect to the Personal Property was obtained from a variety of sources and that Assignor has not made any independent investigation or verification of such information. Assignee further acknowledges and agrees that the sale of the Personal Property as provided for herein is made on an “as is, where is” condition and basis “with all faults,” except as specifically provided in, and subject Equipment to the limitations contained in, the Agreement. The obligations of Assignor are intended to be binding only on the property of Assignor and shall not be personally binding upon, nor shall any resort be had to, the private properties of any Seller Related Parties (as defined in the Agreement)Lessor.

BILL OF SALE. This Bill of Sale (Pursuant to the “Bill of Sale”) is made Agreement and entered into this ___ day of MONTHOFCLOSING, 2004, by and between ________________________ (“Assignor”), and ASSIGNEENAME, ASSIGNEEENTITY (“Assignee”). In consideration of the sum of Ten Dollars ($10) and other for good and valuable consideration paid by Assignee to Assignorxxxuable consideration, the receipt and sufficiency of which are is hereby acknowledged, Assignor Seller hereby grants, sells, conveys, transfers, assigns and delivers to Buyer, free and clear of all liens and encumbrances, all of its right, title and interest in and to all of the assets set forth on the Acquired Assets Schedule attached hereto as Schedule A, to have and to hold the same unto Buyer and the heirs, successors and assigns of the Buyer forever. Notwithstanding the foregoing, Seller does not hereby sell, assign, transfer, convey and transfer or deliver to AssigneeBuyer any of Seller's right, title and interest in and to any of the assets set forth on the Excluded Assets Schedule attached hereto as Schedule B. The representations and warranties of Seller and Parent contained in the Agreement are incorporated as part of this Bill of Sale, subject to all of the provisions of the Agreement, xxcluding, but not limited to, Section 5.6. Seller hereby constitutes and appoints Buyer, its successors and assigns, all items as Seller's true and lawful attorney with full power of Tangible Personal Property (as defined substitution in Seller's name and stead, on behalf of and for the Agreement referred benefit of Buyer, its successors and assigns, solely to below), if any, owned by Assignor demand and situated upon and used exclusively in connection with the Real Property (as defined in the Agreement) and more particularly described on Exhibit A attached hereto and made a part hereof for all purposes, including, without limitation, the Tangible Personal Property identified in Exhibit B, if any, attached hereto and made a part hereof for all purposes (the “Personal Property”). This Bill of Sale is made subject, subordinate and inferior to the easements, covenants and other matters and exceptions set forth on Exhibit C, if any, attached hereto and made a part hereof for all purposes. Assignee acknowledges and agrees that, except as expressly provided in, and subject to the limitations contained in, that certain Agreement of Purchase and Sale dated CONTRACTDATE, by and between ___________________________ and _________________________ (as amended, the “Agreement”), Assignor has not made, does not make and specifically disclaims any representations, warranties, promises, covenants, agreements or guaranties of any kind or character whatsoever, whether express or implied, oral or written, past, present or future, of, as to, concerning or with respect to (a) the nature, quality or conditions of the Personal Property, (b) the income to be derived from the Personal Property, (c) the suitability of the Personal Property for receive any and all activities of the Acquired Assets transferred hereunder and uses to give receipts and releases for and in respect of the same, and any part thereof, and from time to time to institute and prosecute in Seller's name, or otherwise, for the benefit of Buyer, its successors and assigns, any and all proceedings at law, in equity or otherwise, which Assignee Buyer, its successors or assigns, may conduct thereon, (d) deem proper for the compliance of collection or by the Personal Property or its operation with any laws, rules, ordinances or regulations of any applicable governmental authority or body, (e) the quality, habitability, merchantability or fitness for a particular purpose reduction to possession of any of the Personal PropertyAcquired Assets transferred hereunder or for the collection and enforcement of any claim or right of any kind hereby sold, conveyed, transferred, assigned or delivered, or (f) any intended so to be, and to do all other matter with respect acts and things in relation to the Personal PropertyAcquired Assets that Buyer, its successors or assigns, shall deem desirable. Assignee further acknowledges Seller hereby declares that the foregoing powers are coupled with an interest and agrees that, having been given are and shall be irrevocable by Seller in any manner or for any reason whatsoever. This instrument shall be governed by and construed in accordance with the opportunity to inspect the Personal Property, Assignee is relying solely on its own investigation laws of the Personal Property and not on any information provided or State of New York without regard to be provided by Assignor, except as specifically provided in the Agreement. Assignee further acknowledges and agrees that any information provided or to be provided with respect to the Personal Property was obtained from a variety of sources and that Assignor has not made any independent investigation or verification of such information. Assignee further acknowledges and agrees that the sale of the Personal Property as provided for herein is made on an “as is, where is” condition and basis “with all faults,” except as specifically provided in, and subject to the limitations contained in, the Agreement. The obligations of Assignor are intended to be binding only on the property of Assignor and shall not be personally binding upon, nor shall any resort be had to, the private properties of any Seller Related Parties (as defined in the Agreement)its conflicts-of-laws principles.

BILL OF SALE. This Lessee, in consideration of the Lessor's payment of the amount set forth in B 2. above, which includes any applicable sales taxes (which payment Lessee acknowledges), hereby grants, sells, assigns, transfers and delivers to Lessor the Equipment along with whatever claims and rights Lessee may have against the manufacturer and/or Supplier of the Equipment, including but not limited to all warranties and representations. At Lessors request Lessee will cause Supplier to deliver to Lessor a written statement wherein the Supplier (i) agrees not to retain any security interest, lien or other encumbrance in or upon the Equipment at any time, and to execute such documents as Lessor may request to evidence the release of any such encumbrance, and (ii) represents and warrants to Lessor (x) that Supplier has previously conveyed full title to the Equipment to Lessee, (y) that the Equipment was delivered to Lessee and installation completed, and (z) that the final purchase price of the Equipment (or a specified portion of such purchase price) has been paid by Lessee. Lessor is purchasing the Equipment for leasing back to Lessee pursuant to the Lease. Lessee represents and warrants to Lessor that (i) Lessor will acquire by the terms of this Bill of Sale good title to the Equipment free from all liens and encumbrances whatsoever; (ii) Lessee has the “Bill of Sale”right to sell the Equipment; and (iii) is made the Equipment has been delivered to Lessee in good order and entered into this ___ day of MONTHOFCLOSING, 2004, by and between ________________________ (“Assignor”)condition, and ASSIGNEENAMEconforms to the specifications, ASSIGNEEENTITY requirements and standards applicable thereto; and (“Assignee”). In consideration of iv) the sum of Ten Dollars ($10) and other good and valuable consideration paid by Assignee to Assignorequipment has been accurately labeled, the receipt and sufficiency of which are hereby acknowledged, Assignor does hereby assign, transfer, convey and deliver to Assignee, its successors and assigns, all items of Tangible Personal Property (as defined in the Agreement referred to below), if any, owned by Assignor and situated upon and used exclusively in connection consistent with the Real Property requirements of 40 CFR part 82 Subpart E, with respect to products manufactured with a controlled (as defined in the Agreementozone-depleting) substance. Lessee agrees to save and more particularly described on Exhibit A attached hereto hold harmless Lessor from and made a part hereof for against any and all purposesfederal, state, municipal and local license fees and taxes of any kind or nature, including, without limitation, limiting the Tangible Personal Property identified in Exhibit B, if any, attached hereto and made a part hereof for all purposes (the “Personal Property”). This Bill of Sale is made subject, subordinate and inferior to the easements, covenants and other matters and exceptions set forth on Exhibit C, if any, attached hereto and made a part hereof for all purposes. Assignee acknowledges and agrees that, except as expressly provided in, and subject to the limitations contained in, that certain Agreement of Purchase and Sale dated CONTRACTDATE, by and between ___________________________ and _________________________ (as amended, the “Agreement”), Assignor has not made, does not make and specifically disclaims any representations, warranties, promises, covenants, agreements or guaranties of any kind or character whatsoever, whether express or implied, oral or written, past, present or future, of, as to, concerning or with respect to (a) the nature, quality or conditions generality of the Personal Propertyforegoing, (b) the income to be derived from the Personal Property, (c) the suitability of the Personal Property for any and all activities excise, personal property, use and uses which Assignee may conduct thereonsales taxes, (d) the compliance and from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions and suits resulting therefrom and imposed upon, incurred by or asserted against Lessor as a consequence of or by the Personal Property or its operation with any laws, rules, ordinances or regulations of any applicable governmental authority or body, (e) the quality, habitability, merchantability or fitness for a particular purpose of any of the Personal Property, or (f) any other matter with respect to the Personal Property. Assignee further acknowledges and agrees that, having been given the opportunity to inspect the Personal Property, Assignee is relying solely on its own investigation of the Personal Property and not on any information provided or to be provided by Assignor, except as specifically provided in the Agreement. Assignee further acknowledges and agrees that any information provided or to be provided with respect to the Personal Property was obtained from a variety of sources and that Assignor has not made any independent investigation or verification of such information. Assignee further acknowledges and agrees that the sale of the Personal Property as provided for herein is made on an “as is, where is” condition and basis “with all faults,” except as specifically provided in, and subject Equipment to the limitations contained in, the Agreement. The obligations of Assignor are intended to be binding only on the property of Assignor and shall not be personally binding upon, nor shall any resort be had to, the private properties of any Seller Related Parties (as defined in the Agreement)Lessor.

BILL OF SALE. This For valuable consideration, Party A (the “Seller”) hereby sells, conveys, assigns, sets-over, transfers and delivers to Party B (the “Purchaser”), free and clear of all Liens, other than any Permitted Encumbrances, all of Seller’s rights, titles and interests in, to and under the life insurance policies on Schedule 1 to this Bill of Sale and the other rights, documents and agreements relating to such life insurance policies, to have and to hold the same for the use and enjoyment of Purchaser and its successors and assigns forever. This bill of sale is being delivered under the Master Agreement dated [ ], 202_, as it may be amended, and supplemented from time to time in accordance with its terms (the “Bill of SalePurchase Agreement”) is made between Seller and entered into Purchaser. All capitalized terms used, but not defined, in this ___ day bill of MONTHOFCLOSINGsale shall have their respective meanings given to them in the Purchase Agreement. The execution and delivery of this bill of sale by Seller shall not be (or be deemed to be) a waiver or discharge of any representation, 2004warranty, by covenant, or agreement of Seller under the Purchase Agreement (other than a discharge of the obligation of Seller under the Purchase Agreement to execute and between ________________________ (“Assignor”deliver this bill of sale), and ASSIGNEENAMEsuch execution and delivery shall not be (or be deemed to be) a modification or amendment of any provision of the Purchase Agreement in any respect. This bill of sale, ASSIGNEEENTITY and any claim or cause of action arising out of relating to this bill of sale, shall be solely governed by and construed under the Laws of the State of [New York] (“Assignee”without regard to any conflict of law rule that might apply any Law of any other jurisdiction). In consideration This bill of sale shall inure to the sum benefit of Ten Dollars ($10) Purchaser and other good its successors and valuable consideration paid by Assignee to Assignor, the receipt assigns and sufficiency of which are hereby acknowledged, Assignor does hereby assign, transfer, convey shall be binding upon Seller and deliver to Assignee, its successors and assigns, all items of Tangible Personal Property (as defined in the Agreement referred to below), if any, owned by Assignor and situated upon and used exclusively in connection with the Real Property (as defined in the Agreement) and more particularly described on Exhibit A attached hereto and made a part hereof for all purposes, including, without limitation, the Tangible Personal Property identified in Exhibit B, if any, attached hereto and made a part hereof for all purposes (the “Personal Property”). This Bill bill of Sale is made subjectsale may be amended, subordinate and inferior to the easementsmodified, covenants and other matters and exceptions set forth on Exhibit Csupplemented, if any, attached hereto and made a part hereof for all purposes. Assignee acknowledges and agrees that, except as expressly provided inor restated, and subject to the limitations contained interms of this bill of sale may be waived, that certain Agreement of Purchase in each case only by a written instrument executed by Seller and Sale dated CONTRACTDATE, by and between ___________________________ and _________________________ (as amended, the “Agreement”), Assignor has not made, does not make and specifically disclaims any representations, warranties, promises, covenants, agreements or guaranties of any kind or character whatsoever, whether express or implied, oral or written, past, present or future, of, as to, concerning or with respect to (a) the nature, quality or conditions of the Personal Property, (b) the income to be derived from the Personal Property, (c) the suitability of the Personal Property for any and all activities and uses which Assignee may conduct thereon, (d) the compliance of or by the Personal Property or its operation with any laws, rules, ordinances or regulations of any applicable governmental authority or body, (e) the quality, habitability, merchantability or fitness for a particular purpose of any of the Personal Property, or (f) any other matter with respect to the Personal PropertyPurchaser. Assignee further acknowledges and agrees that, having been given the opportunity to inspect the Personal Property, Assignee is relying solely [Signature on its own investigation of the Personal Property and not on any information provided or to be provided by Assignor, except as specifically provided in the Agreement. Assignee further acknowledges and agrees that any information provided or to be provided with respect to the Personal Property was obtained from a variety of sources and that Assignor has not made any independent investigation or verification of such information. Assignee further acknowledges and agrees that the sale of the Personal Property as provided for herein is made on an “as is, where is” condition and basis “with all faults,” except as specifically provided in, and subject to the limitations contained in, the Agreement. The obligations of Assignor are intended to be binding only on the property of Assignor and shall not be personally binding upon, nor shall any resort be had to, the private properties of any Seller Related Parties (as defined in the Agreement).following pages]

BILL OF SALE. This For the consideration set forth in Section 4 below, the receipt of which is hereby acknowledged, Agile Therapeutics, Inc., a Delaware corporation (“Seller”), hereby GRANTS, BARGAINS, SELLS, TRANSFERS, ASSIGNS, CONVEYS AND DELIVERS to Corium, Inc. a Delaware corporation, its successors and assigns (“Buyer”) (together with the Seller, the “Parties”), effective as of July 25, 2022 (the “Effective Date”), all of Seller’s right, title, and interest in and to the Assets (as defined in Section 1 below). Reference is made herein to that certain Manufacturing and Commercialization Agreement (the “MCA”) entered into as of April 30, 2020, by and between the Parties. THE ASSETS TRANSFERRED BY SELLER TO BUYER Seller hereby transfers to Buyer that certain equipment specified in Exhibit A attached hereto, including rights to the warranties received from the manufacturer of such items and to any related claims, credits, and rights of recovery with respect to such items (collectively, “the Assets”); TO HAVE AND TO HOLD by Buyer, its successors and assigns, to and for its or their use forever. REPRESENTATIONS OF SELLER Seller has good and marketable title to the Assets hereby granted, bargained, sold, transferred, assigned, conveyed, and delivered, and owns such Assets free and clear of any and all liens, mortgages, licenses, leases, encumbrances, claims, charges, security interests, pledges, covenants, debts, liabilities, or other restrictions of any kind whatsoever. The execution, delivery, and performance of this Bill of Sale (the “Bill of Sale”) by Seller will not (i) violate any order, judgment, decree, rule or regulation applicable to Seller or the Assets or (ii) require of Seller any consent, approval order or authorization of, or notice to, any person or entity. Except as otherwise provided in this Bill of Sale, each material, tangible Asset is made and entered into this ___ day of MONTHOFCLOSINGbeing transferred on a “where is” and, 2004as to condition, by and between ________________________ (“Assignor”)as is” basis. COVENANTS OF SELLER Seller, and ASSIGNEENAME, ASSIGNEEENTITY (“Assignee”). In consideration of the sum of Ten Dollars ($10) and other good and valuable consideration paid by Assignee to Assignor, the receipt and sufficiency of which are hereby acknowledged, Assignor does hereby assign, transfer, convey and deliver to Assigneefor itself, its successors and assigns, all items of Tangible Personal Property (as defined in the Agreement referred to below), if any, owned by Assignor and situated upon and used exclusively in connection with the Real Property (as defined in the Agreement) and more particularly described on Exhibit A attached hereto and made a part hereof for all purposes, including, without limitation, the Tangible Personal Property identified in Exhibit B, if any, attached hereto and made a part hereof for all purposes (the “Personal Property”). This Bill of Sale is made subject, subordinate and inferior to the easements, hereby covenants and other matters and exceptions set forth on Exhibit C, if any, attached hereto and made a part hereof for all purposes. Assignee acknowledges and agrees that, except at any time and from time to time forthwith upon the written request of Xxxxx, Seller will do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered, each and all of such further acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances as expressly provided inmay reasonably be required by Xxxxx in order to assign, transfer, set over, convey, assure and subject confirm unto and vest in Buyer, its successors and assigns, title to the limitations contained inAssets granted, that certain Agreement bargained, sold, transferred assigned, conveyed and delivered pursuant to this Bill of Purchase and Sale dated CONTRACTDATE, by and between ___________________________ and _________________________ (as amended, the “Agreement”), Assignor has not made, does not make and specifically disclaims any representations, warranties, promises, covenants, agreements or guaranties of any kind or character whatsoever, whether express or implied, oral or written, past, present or future, of, as to, concerning or with respect to (a) the nature, quality or conditions of the Personal Property, (b) the income to be derived from the Personal Property, (c) the suitability of the Personal Property for any and all activities and uses which Assignee may conduct thereon, (d) the compliance of or by the Personal Property or its operation with any laws, rules, ordinances or regulations of any applicable governmental authority or body, (e) the quality, habitability, merchantability or fitness for a particular purpose of any of the Personal Property, or (f) any other matter with respect to the Personal PropertySale. Assignee further acknowledges and agrees that, having been given the opportunity to inspect the Personal Property, Assignee is relying solely on its own investigation of the Personal Property and not on any information provided or to be provided by Assignor, except as specifically provided in the Agreement. Assignee further acknowledges and agrees that any information provided or to be provided with respect to the Personal Property was obtained from a variety of sources and that Assignor has not made any independent investigation or verification of such information. Assignee further acknowledges and agrees that the sale of the Personal Property as provided for herein is made on an “as is, where is” condition and basis “with all faults,” except as specifically provided in, and subject to the limitations contained in, the Agreement. The obligations of Assignor are intended to be binding only on the property of Assignor and shall not be personally binding upon, nor shall any resort be had to, the private properties of any Seller Related Parties (as defined in the Agreement).​

BILL OF SALE. This Bill of Sale is made effective as of the [ ] day of [ ], 2015, from SNTech, Inc., a Delaware corporation (the “Seller”), to Verde Smart Motors, Inc., a Delaware corporation (“Purchaser”). By this Bill of Sale”) is made , Seller, in accordance with the terms and entered into this ___ day conditions of MONTHOFCLOSINGthat certain Asset Purchase Agreement, 2004dated March 4, 2015, by and between ________________________ among Seller and Purchaser (as such agreement may be amended, the “AssignorPurchase Agreement”), and ASSIGNEENAME, ASSIGNEEENTITY (“Assignee”). In consideration of the sum of Ten Dollars ($10) and other for good and valuable consideration paid by Assignee to Assignorconsideration, the receipt and sufficiency of which are hereby acknowledged, Assignor does hereby assignirrevocably sell, transfer, convey convey, assign, grant and deliver to Assigneeunto Purchaser, its successors and assigns, all items of Tangible Personal Property (Seller’s legal and beneficial right, title and interest of any kind or character, whether or not such rights are now existing or come into existence hereafter, and whether or not such rights are now known, recognized or contemplated, in and to all of the Purchased Assets, and any and all goodwill associated with the foregoing, TO HAVE AND TO HOLD, unto Purchaser, its successors and assigns forever. Except as specifically set forth in the Purchase Agreement, no right, title or interest in the Purchased Assets are reserved to, or retained by, Seller. EXCEPT TO THE EXTENT OTHERWISE SPECIFICALLY PROVIDED HEREIN OR IN THE PURCHASE AGREEMENT, THE PURCHASED ASSETS ARE IS BEING SOLD “AS IS” AND “WHERE IS” AND ALL OTHER WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED AND INCLUDING, WITHOUT LIMITATION, ANY WARRANTY FOR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXCLUDED. This instrument is given pursuant to the Purchase Agreement. Nothing contained in this Bill of Sale shall be deemed to supersede, expand, diminish, or in any other way affect any of the obligations, agreements, covenants, representations or warranties of Seller contained in the Purchase Agreement. Capitalized terms not otherwise defined in this Bill of Sale have the Agreement referred meanings assigned to below), if any, owned by Assignor and situated upon and used exclusively in connection with the Real Property (as defined such terms in the Purchase Agreement) and more particularly described on Exhibit A attached hereto and made a part hereof for all purposes, including, without limitation, the Tangible Personal Property identified in Exhibit B, if any, attached hereto and made a part hereof for all purposes (the “Personal Property”). This Bill of Sale is made subject, subordinate and inferior to shall be governed in all respects by the easements, covenants and other matters and exceptions set forth on Exhibit C, if any, attached hereto and made a part hereof for all purposes. Assignee acknowledges and agrees that, except as expressly provided in, and subject to the limitations contained in, that certain Agreement of Purchase and Sale dated CONTRACTDATE, by and between ___________________________ and _________________________ (as amended, the “Agreement”), Assignor has not made, does not make and specifically disclaims any representations, warranties, promises, covenants, agreements or guaranties of any kind or character whatsoever, whether express or implied, oral or written, past, present or future, of, as to, concerning or with respect to (a) the nature, quality or conditions laws of the Personal Property, (b) the income to be derived from the Personal Property, (c) the suitability State of the Personal Property for any and all activities and uses which Assignee may conduct thereon, (d) the compliance of or by the Personal Property or its operation with any laws, rules, ordinances or regulations of any applicable governmental authority or body, (e) the quality, habitability, merchantability or fitness for a particular purpose of any of the Personal Property, or (f) any other matter with respect to the Personal Property. Assignee further acknowledges and agrees that, having been given the opportunity to inspect the Personal Property, Assignee is relying solely on its own investigation of the Personal Property and not on any information provided or to be provided by Assignor, except as specifically provided in the Agreement. Assignee further acknowledges and agrees that any information provided or to be provided with respect to the Personal Property was obtained from a variety of sources and that Assignor has not made any independent investigation or verification of such information. Assignee further acknowledges and agrees that the sale of the Personal Property as provided for herein is made on an “as is, where is” condition and basis “with all faults,” except as specifically provided in, and subject to the limitations contained in, the Agreement. The obligations of Assignor are intended to be binding only on the property of Assignor and shall not be personally binding upon, nor shall any resort be had to, the private properties of any Seller Related Parties (as defined in the Agreement)Arizona.