0001398432-15-000344 Sample Contracts

BILL OF SALE
Bill of Sale • October 1st, 2015 • General Cannabis Corp • Oil & gas field services, nec

KNOW ALL MEN BY THESE PRESENTS, that pursuant to that certain Asset Purchase Agreement dated as of September ___, 2015 (the “Asset Purchase Agreement”), Chiefton Supply Co., a Colorado corporation (“Seller”), for and in consideration of the agreements contained therein and other good and valuable consideration paid to it by General Cannabis Corporation, a Colorado corporation (“Buyer”), the receipt and sufficiency of which are hereby acknowledged, Seller has granted, bargained, sold, transferred, conveyed and delivered and by these presents does hereby bargain, grant, sell, transfer, convey, assign and deliver unto Buyer, its successors and assigns, all right, title and interest of Seller in and to the Assets (as such term is defined in the Asset Purchase Agreement).

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INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT
Intellectual Property Assignment Agreement • October 1st, 2015 • General Cannabis Corp • Oil & gas field services, nec

THIS INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT (the “Agreement”) is made as of September 25, 2015 by and between Chiefton Supply Co., a Colorado corporation (“Assignor”) and General Cannabis Corporation, a Colorado corporation (“Assignee”). Except as otherwise defined herein, capitalized terms used herein shall have the meanings as set forth in that certain Asset Purchase Agreement dated as of September 25, 2015 (the “Asset Purchase Agreement”), by and among Assignor and Assignee.

ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • October 1st, 2015 • General Cannabis Corp • Oil & gas field services, nec • Colorado

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Agreement”) is entered into this 25th day of September, 2015, by and between Chiefton Supply Co., a Colorado corporation (“Assignor”) and General Cannabis Corporation, a Colorado corporation (“Assignee”) (together, the “Parties”). Except as otherwise defined herein, capitalized terms used herein shall have the meanings as set forth in that certain Asset Purchase Agreement dated as of September 25th, 2015 (the “Asset Purchase Agreement”), by and among Assignor and Assignee.

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • October 1st, 2015 • General Cannabis Corp • Oil & gas field services, nec • Colorado

THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is made as of September 25, 2015 (the “Effective Date”), by and between General Cannabis Corporation, a Colorado corporation (“Buyer”) and Chiefton Supply Co., a Colorado limited liability company (“Seller”) (together, the “Parties”).

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