Fill and Sign the Assignment of Partnership Interest to a Corporation with Consent of Remaining Partners Form

Assignment of Partnership Interest to a Corporation with Consent of Remaining Partners Agreement made on the       day of       , 20       , between       of       , referred (Name of Assignor) (Street Address, City, County, State, Zip Code) to herein as Assignor ; and       , a corporation organized and (Name of Corporation) existing under the laws of the state of       , with its principal office located (Name of State)       , referred to herein as Assignee ; (Street Address, City, County, State, Zip Code) Whereas, Assignor is a partner in a firm known as       , (Name of Partnership) established for the purpose of       , by a Partnership (description of purpose of partnership) Agreement dated       (the Partnership ); and (Date) Whereas, Assignor desires to assign Assignor's interest in the Partnership for consideration; and Whereas, Assignee desires to obtain the interest for consideration; Now, therefore, for and in consideration of the matters described above, and of the mutual benefits and obligations set forth in this Agreement, the parties agree as follows: 1. By this instrument, Assignor assigns all of Assignor's right, title, and interest in the Partnership, being a       % share of the business, to Assignee for $       , payable as follows:       . (Manner of Payment) 2. Assignor shall be relieved of any future liability for debts of the Partnership and shall no longer be entitled to any share of the Partnership profits or assets. 3. Assignee shall be entitled to all future shares of the Partnership profits or any distribution of assets, and shall assume liability for a proportionate share of all future Partnership losses. Assignment of Partnership Interest to a Corporation Page 1 of 2 WITNESS our signatures as of the day and date first above stated.       (Name of Assignee) By: By: (Signature of Assignor) (Signature of Officer in Corporation)             (P rinted Name of Assignor ) (P rinted Name and Title )       and       , (Name of Remaining Partner One) (Name of Remaining Partner Two) as the remaining partners in the Partnership, accept the assumption of a proportionate share of Partnership liabilities by Assignee and release Assignor from any additional liabilities. Assignee shall be entitled to participate in the management and control of the Partnership business, as specified in Section       of the Partnership Agreement. WITNESS our signatures as of the day and date first above stated. By: By: (Signature of Remaining Partner One ) (Signature of Remaining Partner Two)             (P rinted Name of Remaining Partner One ) (P rinted Name of Partner Tw o) Assignment of Partnership Interest to a Corporation Page 2 of 2