Fill and Sign the Amended and Restated Asset Purchase Agreement and Bill of Form

Bill of Sale and Assignment Pursuant to Purchase Agreement Page 1 of 3 Bill of Sale and Assignment Pursuant to Purchase Agreement Pursuant to the Purchase Agreement, dated , between (Date) , a corporation organized and existing under the laws of the (Name of Purchaser) state of , with its principal office located at , (Name of State) (Street Address) , referred to herein as Purchaser, and , (City, County, State, Zip Code) (Name of Seller)a corporation organized and existing under the laws of the state of , (Name of State) with its principal office located at , referred to herein as (Street Address, City, County, State, Zip Code) Seller.1.Consideration. For and in consideration of: (i) the payment delivered on (Date) to Seller; and (ii) the assumption of certain liabilities of Seller pursuant to the above-stated Agreement, and other good and valuable consideration, the receipt of which is acknowledged, does assign to Purchaser all of the assets described in Exhibit A used in the business of Seller at , said business having the trade name of (Street Address, City, County, State, Zip Code) . (Name of Business) 2.Collection of Accounts. A.Seller hereby (i) appoints Purchaser as its true and lawful attorney-in-fact of Seller, with full power of substitution, having full right and authority, in the name of Seller to collect or enforce for the account of Purchaser, liabilities and obligations of third parties with respect to the above-specified assets; (ii) to institute and prosecute all proceedings that Purchaser may deem proper in order to enforce any claim to the above- specified assets, (iii) to defend and compromise any and all actions, suits, or proceedings in respect of any of the above-specified assets, and (iii) to do all such acts in relation to such assets that Purchaser may deem advisable.B. Seller agrees that the above-stated powers are coupled with an interest and shall be irrevocable by Seller.3. Warranty of Title. Seller warrants to Purchaser that it has good title to the above- specified assets, and further warrants that it has full right and authority to assign them as specified in this instrument. Bill of Sale and Assignment Pursuant to Purchase Agreement Page 2 of 34.Assignment of Leases. Seller assigns to Purchaser all of its rights, duties, and obligations under the real and personal property leases described in Exhibit B attached hereto and made a part hereof. 5.Severability. The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. 6.No Waiver. The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.7.Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of . (Name of State) 8.Notices. Unless provided herein to the contrary, any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement.9.Attorney’s Fees. In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees.10.Mandatory Arbitration. Notwithstanding the foregoing, and anything herein to the contrary, any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. 11.Entire Agreement. This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.12.Modification of Agreement. Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party.13.Assignment of Rights. The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party. Bill of Sale and Assignment Pursuant to Purchase Agreement Page 3 of 314.Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument.15.Compliance with Laws. In performing under this Agreement, all applicable governmental laws, regulations, orders, and other rules of duly-constituted authority will be followed and complied with in all respects by both parties.WITNESS our signatures as of the day and date first above stated. (Name of Purchaser) (Name of Seller) By: By: (Printed Name & Office in Corporation) (Printed Name & Office in Corporation) (Signature of Officer) (Signature of Officer) Attach ExhibitsAcknowledgements