Maryland Assignment of Assets


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                             This document is an agreement whereby the assignor assigns and transfers to the
                             assignee all of assignor's rights and interests in and to the described property and assets.
                             As drafted, this agreement is between a stockholder who assigns his or her rights to
                             specific assets and a company which issues shares to the assignor as consideration. This
                             document contains standard clauses but the terms and provisions of this document can be
                             modified to fit the needs of the drafting parties. It should be used by stockholders or other
                             individuals located in Maryland who are seeking to assign certain assets.

                           OTHERWISE, INCLUDING AS TO THEIR LEGAL EFFECT AND COMPLETENESS. They are for general guidance and should be modified by you o r your
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                                ASSIGNMENT OF ASSETS

THIS ASSIGNMENT OF ASSETS AGREEMENT is made this ____ [Day] of ____
[Month], 20____, by and between ___________________________ [Instruction: Insert the
name of stockholder] (hereinafter referred to as the "Stockholder") and
_________________________ [Instruction: Insert the name of the company], a company
established under the laws of Maryland located at _____________________________
[Instruction: Insert the address of the company] (hereinafter referred to as the "Company").


WHEREAS, the Company was lawfully formed by Articles of Incorporation filed with the
Secretary of State of Maryland; and

WHEREAS, certain assets must be lawfully transferred to the Company so the Company may
be capitalized; and

WHEREAS, the Stockholder wishes to transfer and the Company wishes to acquire certain
assets, as specified in Exhibit A, attached; and

IT IS HEREBY AGREED, for and in consideration of the mutual covenants and agreements
hereinafter entered into, as follows:

1. The Stockholder herewith transfers and assigns to the Company those assets specified in
   Exhibit A, attached.

2. The Company herewith issues to the Stockholder ____________________________
   [Instruction: Insert the number of shares issued] shares of stock in the Company, par
   value ________ ($___) [Instruction: Insert the value per share, e.g., Five hundred dollars
   ($500)] per share, in consideration of the abovementioned transfer and assignment of assets.


Stockholder’s Printed Name

Stockholder’s Signature

Company Representative’s Printed Name

Company Representative’s Signature
Witness #1’s Printed Name

Witness #1’s Signature

Witness #2’s Printed Name

Witness #2’s Signature

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