Fill and Sign the Assignment and Bill of Sale to Corporation Form

Assignment and Bill of Sale to Corporation Assignment and Bill of Sale made as of __________________ (date) by _______________________ (Name of Assignor) of ___________________________ ___________________________________________________ (street address, city, county, state, zip code) , hereinafter called Assignor , to _______________________ (Name of Assignee) , a corporation organized and existing under the laws of the state of ______________, with its principal office located at __________________________ ____________________________________________________ (street address, city, state, zip code) , hereinafter called Assignee . 1. Pursuant to a shareholders agreement of even date herewith, by and among _______________________ (Name of Corporation) , Assignee, and in consideration of the issuance to Assignor of ________ shares of the Assignee’s Common Stock, with no par value, Assignor does hereby assign, sell, transfer and convey to the Assignee all of Assignor's right, title and interest as of the date hereof in and to the property and assets of which are listed on Schedule A hereto (the Assets ); .. TO HAVE AND TO HOLD, the Assets hereby conveyed, all and singular, unto the Assignee, to and for its use and benefit. 2. Assignor represents and warrants to the Assignee that he has good and valid title to and is the lawful owner of the Assets, and that Assignor has the right to sell the Assets free and clear of all liens, claims and encumbrances. 3. Assignor will, at any time and from time to time after the date hereof, upon the reasonable request of the Assignee, do, execute, acknowledge and deliver, or will cause to be done, executed, acknowledged or delivered, all such further acts, deeds, assignments, transfers, conveyances, powers of attorney or assurances as may be required for the better transferring, assigning, conveying and confirming to the Assignee, or for aiding and assisting in reducing to possession by the Assignee, any of the Assets or rights being purchased hereunder, or to vest in the Assignee good, valid and marketable title to such Assets and rights. 4. This Assignment and Bill of Sale shall inure to the benefit of the Assignee and shall be binding upon Assignor and his successors and assigns. IN WITNESS WHEREOF, Assignor has caused this Assignment and Bill of Sale to be duly executed this ______ day of ______________, 20_____. ________________________________ (Printed Name of Assignor) ___________________________ (Signature of Assignor) Attach Schedule A (Acknowledgment form may vary by state) State of _____________________ County of ___________________ Personally appeared before me, the undersigned authority in and for the said County and State, on this __________________ (date) , within my jurisdic tion, the within-named _____________________ (Name of Assignor) , who acknowledged that he executed the above and foregoing instrument. ________________________________ NOTARY PUBLIC My Commission Expires: ____________________