Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of U.S. $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

arrangements designed to provide to the Purchaser the benefits of use of the Restricted Material Contract for its term (or any right or benefit arising thereunder, including the enforcement for the benefit of the Purchaser of any and all rights of the Seller against a Third Party thereunder) and to cause the Purchaser to bear the burdens of such Restricted Material Contract (and if such arrangements are made, the Purchaser shall indemnify the Seller and the Seller Affiliates for any Liabilities arising out of such Restricted Material Contract) for its term. Once a Consent for the sale, assignment, assumption, transfer, conveyance and delivery of a Restricted Material Contract is obtained, the Seller shall promptly assign, transfer, convey and deliver such Restricted Material Contract to the Purchaser, and the Purchaser shall assume the obligations under such Restricted Material Contract assigned to the Purchaser from and after the date of assignment to the Purchaser pursuant to a special-purpose assignment and assumption agreement substantially similar in terms to those of the Bill of Sale and Assumption Agreement (which special-purpose agreement the Parties shall prepare, execute and deliver in good faith at the time of such transfer).

This BILL OF SALE, dated as of ​, 2017 (this “Bill of Sale”), is executed and delivered by ​, ​ (“Seller”), to ​ , a Delaware limited liability company (“Buyer”).

BILL OF SALE: Seller shall deliver to Buyer at the Closing an Absolute Bill of Sale for all of the assets to be purchased pursuant to this Contract to include but not limited to all furniture, fixtures and equipment, and other personal property included in this sale, as per the Schedule "A" list attached hereto. Seller warrants that it has good and marketable title to the assets transferred by the Bill of Sale, free and clear of all liens and encumbrances, except any liens or encumbrances specifically set forth on the Bill of Sale.

Appendix # Bill of Sale

a bill of sale in substantially the form attached hereto as Exhibit B (the “Bill of Sale”) conveying to Buyer title to the Acquired Assets not otherwise addressed in this Section 2.09;

Exhibit # – Form of Bill of Sale

Schedule # - Form of Bill of Sale

At the Closing, [[Organization A:Organization]] shall deliver to Purchaser the following: # a Bill of Sale in the form of Exhibit B attached hereto (“Bill of Sale”) and duly executed by [[Organization A:Organization]]; # an Assignment and Assumption Agreement in the form of Exhibit C attached hereto (“Assignment and Assumption Agreement”) duly executed by [[Organization A:Organization]]; # the Consulting Agreement in the form of Exhibit D attached hereto (“Consulting Agreement”) duly executed by [[Person A:Person]]; # the Management Agreement duly executed by [[Organization A:Organization]]; # a certificate of the Chief Executive Officer (or equivalent officer) of [[Organization A:Organization]] certifying that attached thereto are true and complete copies of all resolutions adopted by the governing body of [[Organization A:Organization]] authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transaction contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all resolutions adopted in connection with the transactions contemplated hereby and thereby certifying the names and signatures of the officers of [[Organization A:Organization]] authorized to sign this Agreement, the Transaction Documents and the other documents to be delivered hereunder and thereunder; and # Employment Agreements between the Purchaser and each of Mike Denny, Randy Valentine, and ​ (“Employees”) in the form of Exhibit F attached hereto (“Employment Agreements”), duly executed by the Employees.

This Assignment, Bill of Sale and Conveyance (the “Assignment”), effective as of September 1, 2015, at 12:01 a.m., Central Time (the “Effective Date”), is made by and between JayHawk Energy, Inc., a Nevada corporation (“Assignor”), whose address is 611 E Sherman Ave, Coeur D’Alene 83814 and Vast Holdings, LLC a Nevada limited liability company (“Assignee”), whose address is 10119 W. Lariat Lane, Peoria, AZ 85383.