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Founder M&A Assignment Assumption Agreement and Bill of Sale

Matter Completion Sheet — Not Part of the Instrument

ASSIGNMENT AND ASSUMPTION AGREEMENT AND BILL OF SALE

This Assignment and Assumption Agreement and Bill of Sale (this “Instrument”) is entered into as of [DATE] by and between [SELLER], a [JURISDICTION] [ENTITY TYPE] (“Seller”), and [BUYER], a [JURISDICTION] [ENTITY TYPE] (“Buyer”).

Recitals

A. Seller and Buyer are parties to [ASSET PURCHASE AGREEMENT] dated [DATE], as amended (the “Purchase Agreement”).

B. Under the Purchase Agreement, Seller has agreed to sell the Purchased Assets, and Buyer has agreed to assume only the Assumed Liabilities, on the terms stated there.

C. This Instrument evidences specified transfers and assumptions at Closing and does not replace or amend the Purchase Agreement.

The parties agree as follows.

1. Definitions Priority and Effectiveness

1.1 Defined terms

Capitalized terms not defined here have the meanings in the Purchase Agreement. “Effective Time” means [TIME] [TIME ZONE] on the Closing Date or the other event stated in the Purchase Agreement. “Assigned Contracts” means only the contracts listed on Schedule 1. “Transferred Tangible Property” means only the tangible personal property included in Purchased Assets and listed or described on Schedule 2.

1.2 Purchase Agreement controls

This Instrument is subject to every term of the Purchase Agreement. If a conflict exists, the Purchase Agreement controls as to asset and liability perimeter, consideration, representations, covenants, consents, conditions, indemnification, remedies, and dispute allocation. This Instrument controls only the form of the conveyance and assumption it expressly effects. Nothing here enlarges a Purchased Asset or Assumed Liability, narrows an Excluded Asset or Excluded Liability, or creates a new remedy.

1.3 Effective time and simultaneous deliveries

This Instrument becomes effective only at the Effective Time after the release coordinators confirm that Closing has occurred under the Purchase Agreement. If Closing does not occur, this Instrument is void without further action. All transfers and assumptions are deemed simultaneous with the other Closing deliveries.

2. Bill of Sale for Tangible Personal Property

2.1 Conveyance

At the Effective Time, Seller sells, conveys, transfers, assigns, and delivers to Buyer all of Seller’s right, title, and interest in the Transferred Tangible Property, free of liens other than Permitted Liens and liens created by Buyer. This bill of sale applies only to tangible personal property and does not by itself transfer real property, registered or recordable intellectual property, equity interests, permits, bank accounts, vehicles requiring certificate-of-title transfer, or contract rights except to the extent applicable law recognizes the conveyance and the Purchase Agreement and schedules expressly include them.

2.2 Property schedule and catchall

Schedule 2 must identify material property by description, asset or serial number, location, quantity, condition record, and applicable lien or lease. [[SELECT: It also includes other tangible personal property owned by Seller and used primarily in the Business immediately before Closing, excluding every Excluded Asset / only the specifically listed property transfers.]] The selected catchall may not override an express exclusion or transfer property owned by an Affiliate or third party.

2.3 Delivery and risk of loss

Possession, custody, access, keys, credentials, manuals, maintenance records, and location-specific delivery evidence are stated on Schedule 2. Risk of loss is allocated under the Purchase Agreement until the Effective Time and to Buyer afterward, except as an express transition or bailment arrangement states. Acceptance of delivery does not waive a Purchase Agreement right.

3. Assignment of Contracts Rights and Intangible Assets

3.1 Assignment

At the Effective Time, Seller assigns to Buyer all of Seller’s right, title, and interest in the Assigned Contracts and the other assignable Purchased Assets expressly listed on Schedule 3, subject to their terms, applicable law, required consents, and Section 5. The assignment includes post-Closing rights and benefits arising under the listed assets, but does not transfer Seller’s claims relating to Excluded Liabilities or pre-Closing matters unless Schedule 3 expressly identifies the claim and the Purchase Agreement authorizes its transfer.

3.2 Claims and causes of action

Schedule 3 must separately identify any warranty, refund, indemnity, insurance, litigation, or other claim being transferred, including counterparty, basis, period, amount, status, files, privilege analysis, and whether the claim relates to a Purchased Asset or Assumed Liability. A general assignment of “all rights” does not transfer a claim the Purchase Agreement reserves to Seller or whose transfer is prohibited.

3.3 Excluded transfers

No Excluded Asset transfers. Without limitation, Seller retains the assets listed on Schedule 4, including [cash, tax refunds, insurance rights, privileged communications, corporate records, benefit assets, retained claims, excluded contracts, and personal or Affiliate property] to the extent the Purchase Agreement provides. This Instrument does not transfer a license or permit by implication.

4. Assumption of Liabilities

4.1 Express assumption

At the Effective Time, Buyer accepts the assignment and assumes and agrees to pay, perform, and discharge when due only the Assumed Liabilities listed on Schedule 5 or described by the Purchase Agreement with sufficient specificity. Buyer does not assume a liability merely because it relates to a Purchased Asset, arises after Closing, appears in a record delivered to Buyer, or is necessary to operate the Business.

4.2 Excluded Liabilities

Seller retains every Excluded Liability, including those listed on Schedule 6. Without expanding the Purchase Agreement, excluded categories may include pre-Closing Taxes, debt and transaction expenses paid at Closing, retained employees and benefits, product or service claims for pre-Closing conduct, violations of law, litigation, environmental liabilities, retained contracts, Seller entity obligations, and liabilities arising from excluded assets. A liability cannot be both assumed and excluded; any apparent conflict must be resolved under the Purchase Agreement before release.

4.3 No novation or third-party release

Assumption does not release Seller from a third-party obligation or create a novation unless the counterparty expressly agrees. Buyer will perform Assumed Liabilities, and the parties will seek releases only as required by the Purchase Agreement. No third party is a beneficiary of this Instrument except as expressly stated in the Purchase Agreement.

5. Nonassignable Assets and Missing Consents

5.1 No prohibited assignment

This Instrument does not constitute an assignment if the assignment would violate law or a binding contract or require an unobtained consent and the attempted assignment would be ineffective, give rise to termination, or materially reduce value. Schedule 7 lists each affected asset, restriction, consent status, interim arrangement, economics, owner, and deadline.

5.2 Alternative arrangements

Until a required consent or novation is obtained, the parties will use the efforts required by the Purchase Agreement to provide Buyer the lawful economic and operational benefit and burden of the affected asset, through subcontracting, agency, collection, pass-through, license, or another approved arrangement. No arrangement requires a party to violate law or contract, waive privilege, incur an unapproved cost, extend credit, or transfer regulated authority.

5.3 Post-consent transfer

When consent is obtained, the asset and related Assumed Liability transfer automatically at the time stated in the consent or, if an additional instrument is required, the parties will execute it promptly without additional purchase price. The parties will update the schedules and transfer register. Seller remains entitled to reimbursement and indemnity allocated by the Purchase Agreement during the interim.

6. Intellectual Property Data and Records

6.1 Separate IP instruments

Registered patents, trademarks, copyrights, domains, social accounts, software repositories, source code, data rights, trade secrets, licenses, and technology assets must be described in the Purchase Agreement and Schedule 8. Recordable assignments should be executed separately in jurisdiction-appropriate forms. This Instrument does not imply ownership of third-party, open-source, employee, contractor, customer, or model-provider rights.

6.2 Data and privacy

Transfer of personal, regulated, confidential, or security-sensitive data is limited to data lawfully included in Purchased Assets and transferred under the Purchase Agreement’s privacy and security provisions. The parties will complete notices, consents, segregation, access, secure transfer, incident, retention, and deletion actions in Schedule 9. Credentials and secrets must be rotated or transferred through an approved secure process, not listed in this Instrument.

6.3 Books records and privilege

Seller will deliver the books and records included in Purchased Assets while retaining copies permitted by the Purchase Agreement. Privileged material, corporate records, Tax records, personnel records, and data subject to third-party restrictions are handled under the specific access and privilege protocol. Delivery does not waive privilege or transfer control of counsel communications except as expressly agreed and lawful.

7. Further Assurances and Corrective Instruments

After Closing, each party will execute reasonable documents and take reasonable actions necessary to evidence a transfer or assumption already required by the Purchase Agreement. The requesting party bears incremental external cost unless the need results from the other party’s breach. A further-assurance instrument may not change consideration, transfer an Excluded Asset, assume an Excluded Liability, add a representation or release, waive a claim, or expand remedies without an amendment authorized under the Purchase Agreement.

If property was mistakenly transferred, the recipient will return it promptly. If a Purchased Asset was mistakenly retained, Seller will transfer it promptly, subject to required consents. Related revenue, cost, Tax, and liability will be allocated under the Purchase Agreement, with records sufficient to prevent double recovery.

8. Taxes Fees and Filings

Transfer, sales, use, stamp, recording, bulk-sales, vehicle, property, and similar Taxes and fees are allocated under the Purchase Agreement. The parties will cooperate on exemption certificates, returns, valuations, and filings. Nothing in this Instrument determines purchase-price allocation or fair market value. Schedule 10 identifies every filing, office, form, fee, owner, due date, and evidence. Counsel must confirm any bulk-transfer, successor-liability, permit, environmental, and local-law requirements.

9. No Additional Representations or Remedies

The conveyances are made solely on the representations and covenants in the Purchase Agreement. Except as expressly stated there, Seller disclaims implied warranties of merchantability, fitness, condition, title, noninfringement, and future performance to the extent lawful. Buyer’s inspection or acceptance does not waive express rights. Claims, indemnities, survival, caps, baskets, insurance, and exclusive remedies are governed only by the Purchase Agreement.

10. General Terms

This Instrument is governed by the law and forum provisions of the Purchase Agreement. Notices, assignment, amendments, waivers, severability, counterparts, electronic signatures, and third-party beneficiary treatment follow the Purchase Agreement. Neither party may assign this Instrument separately from permitted assignment of the Purchase Agreement and relevant assets or liabilities. Headings do not affect interpretation. This Instrument may be recorded or delivered to a third party only in a form that protects confidential schedules and complies with law.

Signature Page

SELLER: [SELLER] By: ______________________________
Name: [NAME]
Title: [TITLE]

BUYER: [BUYER] By: ______________________________
Name: [NAME]
Title: [TITLE]

Schedules and Exhibits

Schedule 1 Assigned Contracts

Schedule 2 Transferred Tangible Property

Schedule 3 Other Assigned Assets and Claims

Schedule 5 Assumed Liabilities

Schedule 6 Excluded Liabilities

List each express excluded category and specific known retained liability. State related asset, period, responsible party, reserve or payoff, claim status, and Purchase Agreement source.

Schedule 7 Nonassignable Assets and Interim Arrangements

Schedule 10 Filings and Local Instruments

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