Bill of Sale and Assignment

Under the Sale of Assets Agreement, dated , 20 , the undersigned [__________] (“Seller”), for valuable consideration, receipt of which is hereby acknowledge, does hereby grant, convey, sell, assign, and transfer over to (“Buyer”) all of Seller's right, title and interest in and to the following assets:

[ list assets being sold ]

Title to all properties specified as being conveyed and transferred shall become fully and completely conveyed and transferred to the above-named Buyer.

Seller represents that it has full and complete title and ownership of said assets, has the right and authority to transfer said assets to Buyer, and that such assets have no liens, security interests or other encumbrances other than those disclosed to Buyer in writing.

IN WITNESS WHEREOF, Seller has caused this Bill of Sale and Assignment to be executed on .

[Seller]

By: ____________________________

State of [ State ]

County of [County]

On [ date ], before me, the undersigned, a notary public for the state of [ state ], personally appeared [ seller ] known to me or proved to me on the basis of satisfactory evidence to be the person(s) who executed this instrument on behalf of Seller named herein

[ Seller ] _______________________________
Notary Public