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EXHIBIT "C" BILL OF SALE AND GENERAL ASSIGNMENT This BILL OF SALE AND GENERAL ASSIGNMENT ( "Assignment ") is made and entered into as of the day of , 2013, by and between ( "Assignor ") and , a ( "Assignee "). RECITALS: A. Assignor and entered into that certain Agreement of Sale and Purchase and Joint Escrow Instructions dated August _, 2013 ( "Agreement ") with respect to the sale of the "Property" described therein. B. Assignor desires to assign and transfer to the Assignee all of Assignor's right, title and interest in and to the Intangible Property, Contracts, and Personal Property, as such terms are defined in the Agreement, and Assignee desire to accept such assignment and to assume and perform all of Assignor's covenants and obligations in and under the Contracts from and after the date hereof. NOW, THEREFORE, in consideration of the foregoing recitals and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee hereby agree as follows: 1. Assignor hereby assigns and transfers to Assignee all of Assignor's right, title and interest in and to the Intangible Property, Contracts, and Personal Property. 2. Assignee hereby accepts the above assignment and expressly assume and covenant to keep, perform, fulfill and discharge all of the terms, covenants, conditions and obligations required to be kept, performed, fulfilled and discharged by Assignor under the Contracts from and after the date hereof. A list of the Contracts to be assigned by Assignor to Assignee and assumed by Assignee is set forth on Schedule "1" to this Assignment; no other Contracts are Assigned by Assignor or assumed by Assignee except those expressly set forth in Schedule "1 ", if any. IN WITNESS WHEREOF, Assignor and Assignee have duly executed this Assignment as of the day and year first above written. "ASSIGNOR" "ASSIGNEE" Passco.Colorado Tech.City of Louisville P &S Agt (execution version)