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Exhibit 21 Purchase and Sale Agreement

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ASSIGNMENT AND BILL OF SALE

(All Assignor's Interest in Multiple Producing Leases)

State:

County:

Assignor: (Name and Address)

Assignee: (Name and Address)

Effective Date:

For adequate consideration, Assignor, named above, assigns, sells and conveys to Assignee, named above, all of Assignor's rights, title, and interests in the Oil and Gas Leases (the "Leases") and lands (the "Lands") described in Exhibit "A" to this Assignment, together with all of Assignor's rights, title, and interests in all wells located on the Lands. Exhibit "A" is incorporated into this Assignment for all purposes. It is the Assignor's intent to assign Assignee all of Assignor's interests in the Leases and Lands, whether or not such interests, Leases, and Lands are accurately described in Exhibit "A," including all of Assignor's rights and interests in the following, all of which are referred to in this Assignment collectively as the "Properties":

1. Assignor's leasehold interests in oil, gas, and other minerals, including working interests, carried working interests, net profits interests, rights of assignment and reassignment, and all other rights and interests in the Leases.

2. All fee interests in oil, gas, and other minerals, including rights under mineral deeds, conveyances, options, and assignments.

3. All royalty interests, overriding royalty interests, production payments, rights to take royalties in kind, and all other interests in and/or payable out of production of oil, gas, and other minerals.

4. All rights and interests in or derived from unit agreements, orders and decisions of state and federal regulatory authorities establishing units, joint operating agreements, enhanced recovery agreements, waterflood agreements, farmout and farmin agreements, options, drilling agreements, unitization, pooling and communitization agreements, oil and/or gas sales agreements, processing agreements, gas gathering and transmission agreements, gas balancing agreements, salt water disposal and injection agreements, assignments of operating rights, subleases, and any and all other agreements to the extent they pertain to the Leases, Lands, and the wells located on the Leases.

5. All rights of way, easements, surface fees, surface leases, servitudes and franchises insofar as they pertain to the Leases and the wells located on the Leases.

6. All permits and licenses of any nature, owned, held, or operated by Assignor in connection with the Leases, Lands and the wells located on the Leases.

7. All producing, nonproducing, and shut-in oil and gas wells, salt water disposal wells, water wells, injection wells, and all other wells on or attributable to the Leases, whether or not identified in the Exhibit to this Assignment.

8. All pumping units, pumps, casing, rods, tubing, wellhead equipment, separators, heater treaters, tanks, pipelines, gathering lines, flow lines, valves, fittings and all other surface and downhole equipment, fixtures, related inventory, gathering and treating facilities, personal property and equipment used in connection with the Leases and the wells located on the Leases and all other interests described above.

This Assignment is made by Assignor and accepted by Assignor and accepted by Assignee with warranty of title by, through, and under Assignor and not otherwise. It shall be deemed effective, for all purposes, as of the Effective Date stated above.

Assignor

[Exhibit "A": Description of Leases and Lands]

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What the Exhibit 21 Purchase and Sale Agreement Is

The Exhibit 21 Purchase and Sale Agreement is a contract exhibit used to document terms specific to a real estate transaction, attached to a primary purchase and sale agreement. It typically records property details, purchase price adjustments, contingencies, deposit instructions, closing conditions, and any seller or buyer obligations that modify or clarify the main agreement. As an exhibit, it becomes part of the enforceable contract once executed by the parties and incorporated by reference into the primary agreement.

Why an Exhibit 21 Matters in a Closing

Using Exhibit 21 formalizes transaction-specific details that would otherwise be spread across emails or separate notes, reducing ambiguity at closing and creating a single contractual reference for price, contingencies, and title or inspection exceptions.

Why an Exhibit 21 Matters in a Closing

Who Commonly Prepares and Signs Exhibit 21

Parties involved in a purchase and sale typically rely on Exhibit 21 to capture transaction-specific terms not present in the main agreement.

  • Real estate brokers and agents who prepare transaction exhibits and coordinate buyer and seller inputs during negotiation and due diligence.
  • Buyers and seller representatives who approve and initial adjustments, deposits, and contingency language to ensure contractual clarity before closing.
  • Title officers and lenders who review the exhibit for recording instructions, payoff details, and title exceptions affecting closing.

Clear identification of user roles helps ensure the right parties review, sign, and retain the exhibit as part of the closing file.

Typical Signers and Their Roles

Buyer Representative

A buyer representative (agent or attorney) signs to confirm buyer-approved terms, contingencies, and deposit instructions. They are responsible for verifying legal descriptions, financing contingencies, and coordination with escrow or title to meet closing conditions.

Title Officer

A title officer reviews Exhibit 21 for recording details, required endorsements, and title exceptions. Their approval ensures the document aligns with title insurance requirements and recording standards used by the county recorder.

Essential Data Elements to Include

Effective Date: MM/DD/YYYY
Buyer & Seller: Full legal names
Property Description: Street, parcel, legal description
Purchase Price: Numeric amount
Earnest Money: Amount and escrow instructions
Signature Blocks: Names, dates, titles

Immediate Risks If the Exhibit Is Incorrect

Missing Signatures: May void exhibit
Incorrect Legal Description: Title defects risk
Wrong Deposit Terms: Funds may be misapplied
Unclear Contingencies: Disputes at closing
Improper Governing Law: Jurisdictional confusion
Late Recording Instructions: Delayed title transfer

Common Preparation Mistakes to Avoid

  • Leaving the legal description as an informal address rather than the recorded parcel or full metes-and-bounds description.
  • Failing to match buyer and seller names exactly to government-issued identification or corporate registration documents.
  • Using ambiguous payment language such as 'reasonable funds' instead of a specific dollar amount and escrow instructions.
  • Omitting contingency removal deadlines or failing to state whether deposits become nonrefundable after certain milestones.

Step-by-Step: Filling Out Exhibit 21

Follow these sequential steps to complete Exhibit 21 accurately and reduce closing delays.

  • 01
    Record Identity: Enter full legal names and entity types.
  • 02
    Describe Property: Use recorded parcel or legal description.
  • 03
    Set Financial Terms: List purchase price, deposits, and proration rules.
  • 04
    Sign and Date: All parties must sign in designated blocks.

How to Configure an Online Exhibit 21 Workflow

Common configuration settings for digital completion help automate routing, authentication, and storage.

Field Configuration
Signer Order Sequential or parallel routing
Authentication Email link, SMS code, or KBA
Required Fields Enforce signatures, initials, and dates
Storage PDF with audit trail

Where to Send and File the Executed Exhibit

After execution, confirm routing so closing agents, title, lender, and escrow each retain a certified copy.

  • Escrow/Settlement: Primary recipient for funds and closing instructions.
  • Title Company: Retain for title insurance and recording review.
  • Lender: Receives copies if financing is involved.
  • Recording Office: Deliver originals or conforming counterparts where required.

Digital Signing and File Format Considerations

Choose a platform that supports PDF and DOCX workflows, audit trails, and acceptable authentication for your parties.

  • Formats: PDF and Word DOCX supported
  • Integrations: CRM and cloud storage links
  • Authentication: Email, SMS, or stronger options

Ensure the chosen platform captures an uneditable PDF copy with an audit trail and stores the executed exhibit with the main agreement for future reference.

Time-Critical Dates to Track

Key deadlines within Exhibit 21 determine contingency removal, deposit timings, and the final closing date.

Contingency Removal:

Date by which inspections or financing must be satisfied

Deposit Deadline:

When earnest money must be delivered to escrow

Closing Date:

Scheduled date for transfer and funding

Title Cure:

Deadline for resolving title exceptions

Recording:

Target date for deed recording after closing

Core Sections to Include in a Professional Exhibit 21

A thorough Exhibit 21 contains discrete sections that make obligations, costs, and timelines explicit and enforceable.

Property Details

Provide the full legal description, parcel number, and any included fixtures or exclusions to avoid disputes about what is conveyed.

Price and Payments

State the purchase price, allocation for personal property if any, payment schedule, and instructions for escrow of deposits.

Contingencies

List inspection, financing, appraisal, and title contingencies with explicit removal deadlines and consequences for failure to satisfy.

Adjustments and Prorations

Define how taxes, HOA dues, utility bills, and rents are prorated at closing and who bears unpaid obligations.

Closing Mechanics

Specify location, funding instructions, required deliverables, and who pays recording and closing costs to prevent last-minute disputes.

Representations

Include seller representations about condition, authority to sell, and any known defects or encumbrances that affect buyer reliance.

Key Milestones from Contract to Recording

A sequential milestone view clarifies action owners and deadlines from agreement execution through final recording.

01

Agreement Execution

Parties sign and initial Exhibit 21, triggering contingency periods

02

Contingency Periods

Inspection, appraisal, and financing must be satisfied or waived

03

Closing and Funding

Funds wired, documents exchanged, and title cleared

04

Recording

Deed recorded and executed copies distributed

Real-world Examples of Exhibit 21 Use

Two practical examples show how Exhibit 21 resolves transaction details and expedites closings.

Martin Properties — Tim Martin

Martin used Exhibit 21 to consolidate closing instructions and payout details into a single exhibit, reducing back-and-forth.

  • Exhibit captured mobile signings and escrow wiring data.
  • The result was an efficient online closing process that preserved compliance and provided every party a clear, signed record for title and lender review.

Optica Ventures — Brian Fitzgibbons

Optica used the exhibit to list fixture inclusions and post-closing obligations in one place.

  • Exhibit clarified tenant assignment and occupancy timelines.
  • This approach minimized disputes, sped title clearance, and ensured escrow disbursements matched the agreed allocation at closing.

eSignature Pricing Comparison for Exhibit 21 Workflows

Cost considerations for executing Exhibit 21 at scale guide platform selection; signNow is listed first for comparison.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial No No Yes, limited Yes, limited
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
Envelope Cap No envelope cap 100 envelopes/user/year Varies by plan Varies by plan Varies by plan

Practical Tips for Accurate and Efficient Completion

Adopt consistent processes to reduce errors and speed closings when using Exhibit 21 across multiple transactions.

Standardize Templates
Use a pre-approved template that contains the required fields, default proration methods, and common contingencies so negotiators only change transaction-specific data.
Verify Names
Cross-check party names against ID or formation documents; run exact-name checks early to avoid title or recording corrections.
Lock Key Fields
After negotiation, convert critical elements such as purchase price and closing date to locked fields to prevent accidental edits during routing.
Maintain Audit Trail
Use platforms that store a timestamped audit trail and final PDF copy with signer attribution to support enforceability and future audits.

Frequently Asked Questions About Exhibit 21

Answers to common questions about filling, signing, and storing Exhibit 21 for real estate transactions.


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