BILL OF SALE


 


 


This BILL OF SALE (this
“Bill of Sale”) is made as of April 30, 2020,
from RAW PHARMA, LLC, a Utah limited liability company (“Seller”),
to Rocky Mountain Productions, Inc., a Nevada corporation (“Purchaser”).
All capitalized terms herein shall have the same meaning as prescribed to them in the Purchase Agreement (defined below).


 


RECITALS:


 


		A.	Seller and Purchaser entered into an Asset Purchase Agreement dated as of April 30, 2020 (the “Purchase
Agreement”).



 


		B.	Pursuant to the Purchase Agreement, Seller has agreed to sell and convey the Acquired Assets (as
defined in the Asset Purchase Agreement) to Purchaser as of the date hereof.



 


		C.	This Bill of Sale is executed and delivered pursuant to the Purchase Agreement.



 


In consideration of the
premises and agreements contained herein and in the Purchase Agreement and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Seller and Owners hereby act and agree as follows:


 


1.       Conveyance
of Assets. Seller hereby sells, conveys, transfers, assigns and delivers to Purchaser and its successors and assigns the Acquired
Assets and all rights, titles and interests therein with all appurtenances thereto, TO HAVE AND TO HOLD, unto Purchaser, its successors
and assigns forever.


 


 


2.       Additional
Rights and Obligations of Seller and Owners. Seller hereby agrees and acknowledges that additional rights and obligations of
Seller are expressly provided for in the Purchase Agreement, and that the execution and delivery of this Bill of Sale shall not
expand, impair or diminish any of the rights or obligations of any of the parties to the Purchase Agreement, as set forth therein.
Seller acknowledges and agrees that the representations, warranties, covenants, agreements and indemnities contained in the Purchase
Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the
event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase
Agreement shall govern.


 


3.       Counterparts.
This Bill of Sale may be executed in any number of counterparts, each of which shall be an original, but all of which together
shall constitute one and the same instrument.


 


“Exhibit B” 


4.       Descriptive
Headings. The descriptive headings of this Bill of Sale are for convenience of reference only and shall not be deemed to affect
the meaning or construction of any provisions hereof.



 



    	 		 



    	 



    

 








 


5.       Governing
Law; Attorneys’ Fees. This Bill of Sale shall be governed by, construed, interpreted and applied in accordance with the
laws of the State of Texas, without giving effect to any conflict of laws rules that would refer the matter to the laws of another
jurisdiction.


 


6.       Successors
and Assigns. This Bill of Sale, and all the terms and provisions hereof, shall inure to the benefit of, and be binding upon,
the assigns, successors, heirs, executors and administrators of the parties to the Purchase Agreement.


 


7.       Reformation;
Severability. In case any provision hereof shall be invalid, illegal or unenforceable, such provision shall be reformed to
best effectuate the intent of the parties to the Purchase Agreement and permit enforcement thereof, and the validity, legality
and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. If such provision is not capable
of reformation, it shall be severed from this Bill of Sale and the enforceability of the remaining provisions shall not in any
way be affected or impaired thereby.


 


IN WITNESS WHEREOF,
this Note has been executed effective the date and place first written above.


 


SELLER: RAW
PHARMA, LLC


 


 





 


By: /s/ Jesse McMullin


Jesse McMullin - Member


 


 


 


PURCHASER: Rocky
Mountain Productions, Inc.


 


 


 


By: /s/ Charles Smith


Charles Smith - C.E.O.


 



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“Exhibit B”


 






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