REVIEW WITH YOUR LOCAL REAL ESTATE ATTORNEY BEFORE USE

AGREEMENT TO ASSIGN AGREEMENT OR CONTRACT TO

PURCHASE REAL ESTATE

PROPERTY ADDRESS: [insert property address]

DATE: [insert date]

Escrow Agent is hereby notified that Assignor [insert name of Assignor] is assigning its interest
in an agreement to purchase real estate or a real estate purchase contract/agreement (the
“Purchase Agreement”) for the property located at [insert property address] (the “Property”) to
[insert name of Assignee] pursuant to the terms of this Agreement. Escrow Agent is instructed
and directed to treat said Assignee in all respects as though they were the original Buyer to said
escrow except as limited by the express provisions of this Agreement.

PURCHASE PRICE AND ASSIGNMENT FEE: Assignee understands he/she/it will pay [insert
purchase price] for the Property. This price does not include an assignment fee of [insert
assignment fee] to be paid by Assignee to Assignor. This assignment fee will be paid to
Assignor through close of escrow and escrow for the Property shall not close until and unless
the Escrow Agent has received the assignment fee from Assignee.

ESCROW AND EARNEST MONEY: Assignee will deposit [insert earnest money amount] as
non-refundable earnest money, in the form of a cashier’s check or wire, to be delivered to [insert
name of escrow company] (the ‘Escrow Agent’) by [insert time] on [insert date]. The Assignor
will use the funds from the earnest money deposited by Assignee as the earnest money deposit
to the first and original Purchase Agreement and/or predecessor assignment of the Purchase
Agreement. This Agreement does not transfer any earnest monies that the Assignor may have
on deposit. Any earnest funds that the Assignor deposited with [insert name of escrow
company] will be credited back to the Assignor upon receipt by Escrow Agent of Assignee’s
earnest funds.

CANCELLATION: If Assignee fails to execute and return this Agreement to the Assignor by
[insert time] on [insert date] then this Agreement shall become VOID. If Assignee fails to deposit
earnest funds to Escrow Agent by [insert time] on [insert date] then this Agreement shall
become immediately VOID with the Assignee having no further rights or interest in the Purchase
Agreement.

CLOSE OF ESCROW: Assignee agrees to close escrow on or before [insert date] (the “Closing
Date”). If the closing does not occur on or before the Closing Date then this Agreement is
immediately cancelled and considered null and void, all rights under the Purchase Agreement
transfer back to the Assignor, and Assignee forfeits their non-refundable earnest funds.
Assignee shall have no right to receive a cure notice from Assignor or from the seller under the
Purchase Agreement for or related to Assignee’s failure to timely deposit Assignee’s earnest

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 REVIEW WITH YOUR LOCAL REAL ESTATE ATTORNEY BEFORE USE

funds or to close escrow on or before the Closing Date. Time is of the essence with respect to
Assignee's performance of all terms, conditions and provisions of this Agreement.

ASSIGNOR RETAINS THE RIGHT TO ENFORCE THE PURCHASE AGREEMENT: Assignor

retains the right, prior to close of escrow, to pursue any and all legal remedies, if necessary, in
the name of Assignor to enforce the Purchase Agreement. Assignee has no right to enter into
an agreement for the cancellation of the Purchase Agreement. Any cancellation of the
Purchase Agreement shall require Assignor’s express written consent.

SELLER’S BREACH OF PURCHASE AGREEMENT: If seller fails to deliver clear title to the
Property by the Closing Date, or seller otherwise breaches the Purchase Agreement, Assignor,
in Assignor’s sole and absolute discretion, may refund the earnest funds to Assignee and upon
such refund, this Agreement shall be deemed terminated and all right, title and interest in and to
the Purchase Agreement shall remain with Assignor.

ATTORNEYS’ FEES: The prevailing party in any lawsuit arising out of or in any way relating to
this Agreement shall be awarded their reasonable attorneys' fees, expert fees and costs against
the non-prevailing party, including the costs and attorneys' fees related to collection of any
amounts awarded.

NO REPRESENTATIONS OR WARRANTIES BY ASSIGNOR: Assignor makes no

representations and warranties of any kind whatsoever incident to this Agreement and the
Property.

ACCEPTANCE OF ASSIGNMENT: The undersigned Assignee, jointly and severally, hereby

accepts the appointment as Assignee hereunder, and indicates that he/she/it has received, read
and approved the Purchase Agreement controlling this transaction and any other related
documents thereto, and accepts and assumes the obligations imposed thereunder. Assignee
acknowledges and agrees that Assignor shall not be responsible for or liable to Assignee for
any defect, error or omission or on account of any condition affecting the Property, and that
Assignee is accepting this Agreement and purchasing the Property “AS-IS”, “WHERE-IS” and
“WITH ALL FAULTS.”

LICENSED REAL ESTATE AGENT DISCLOSURE: The owner, member, or manager of the
Assignor ☐ holds or ☐ does not hold an active real estate license.

WHOLESALE SELLER DISCLOSURE: Assignor is a Wholesale Seller that holds an equitable

interest in the Property and Assignor may not be able to convey title to the Property as
conveyance of title to the Property to Assignee is subject to performance by the seller under the
Purchase Agreement.

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 REVIEW WITH YOUR LOCAL REAL ESTATE ATTORNEY BEFORE USE

Unless stated otherwise, Assignee cannot advertise or promote property for sale, or
reassign to a different party prior to closing. If Assignee does promote the property for
sale or reassign to a different party prior to closing, this Agreement shall become VOID
immediately.

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Assignor reserves the right to continue to market its contractual interest in the Property
until this Agreement has been fully executed by both parties and the earnest funds have
been deposited with Escrow Agent by Assignee.

ASSIGNOR ACKNOWLEDGES THERE WILL BE A 1099-MISC FORM FILED WITH THE

INTERNAL REVENUE SERVICE IN THE AMOUNT OF THE ASSIGNMENT FEE (IF ANY)
UPON DISBURSEMENT TO ASSIGNOR AT CLOSING.

ASSIGNEE SIGNATURE:

_______________________
By: [insert name of Assignee]
Title: [insert title line]

ASSIGNEE CONTACT INFORMATION:

Name: [first and last name of Assignee or its representative]

Phone number: [insert phone number]
Email address: [insert email address]
Mailing Address: [insert mailing address]

ASSIGNOR SIGNATURE:

_______________________
By: [insert name of Assignor]
Title: [insert title line]

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