AI Wholesale Assignment Contract

1. Reference to the original purchase contract (parties, property, closing date)

Assignor is the buyer under that certain Residential Purchase and Sale Agreement dated [[Original Purchase Contract Date]] (the "Original Contract") between Assignor and [[Original Seller Full Legal Name(s)]] ("Original Seller") for the real property located at [[Property Full Street Address]], [[City]], [[State]] [[ZIP Code]] (the "Property").

The Original Contract provides for a purchase price of $[[Original Purchase Price]], with closing scheduled on or before [[Original Closing Date]] (or such other date as may be extended or agreed under the Original Contract).

A true and complete copy of the Original Contract (including all addenda and amendments) is attached hereto as Exhibit A and incorporated by reference.

1. Assignor represents that the Original Contract is in full force and effect.
2. The legal description and all material terms of the Original Contract are as set forth in Exhibit A.
3. The Original Contract has not been assigned, terminated, or materially amended except as disclosed in writing to Assignee.

2. Assignment of equitable interest from assignor to assignee

For and in consideration of the Assignment Fee and the mutual covenants contained herein, Assignor hereby assigns, transfers, and conveys to Assignee all of Assignor's right, title, and equitable interest in and to the Original Contract, including without limitation:

(a) The right to purchase the Property on the terms set forth in the Original Contract;
(b) All rights to any earnest money, deposits, or other sums held in escrow or by any party under the Original Contract;
(c) All rights to enforce the Original Contract against Original Seller, including the right to specific performance;
(d) All rights to any extensions, amendments, or modifications of the Original Contract; and
(e) All other rights and benefits accruing to the buyer under the Original Contract.

This Assignment is effective as of the date first written above. From and after the effective date, Assignee shall be entitled to all benefits of the Original Contract and shall be bound by all obligations of the buyer thereunder.

1. This Assignment conveys only equitable interest and does not constitute a deed or conveyance of legal title to the Property.
2. Legal title shall be conveyed directly from Original Seller to Assignee (or Assignee's designee) at closing of the Original Contract, subject to the terms of the Original Contract.
3. Assignor shall execute any additional documents reasonably requested by Assignee or the closing agent to evidence or perfect this Assignment.

3. Assignment fee and how/when paid (and escrow handling)

Assignee agrees to pay Assignor a non-refundable assignment fee in the amount of $[[Assignment Fee Amount - Numerals]] (the "Assignment Fee").

1. The Assignment Fee shall be paid as follows: [[Fee Payment Terms - e.g., $X due upon execution of this Assignment, balance due at closing of the Original Contract or within X days of execution]].
2. The Assignment Fee is fully earned upon execution of this Assignment and is non-refundable except as expressly provided herein (e.g., if the Original Contract is terminated due to Assignor's default or material misrepresentation).
3. If the Assignment Fee or any portion is to be paid at closing, the closing agent is authorized and directed to disburse such amount to Assignor from Assignee's funds at closing (or from proceeds as agreed).
4. Any earnest money deposit under the Original Contract shall remain in escrow and shall be applied toward the purchase price at closing for the benefit of Assignee, unless otherwise agreed in writing or required by the Original Contract.

The Assignment Fee represents compensation for Assignor's efforts in locating the Property and negotiating the Original Contract and is separate from and in addition to the purchase price payable to Original Seller under the Original Contract.

4. Non-recourse / as-is disclaimer; warranties of assignor

Assignor's Warranties and Representations

Assignor warrants and represents to Assignee that:

1. Assignor is the sole holder of the buyer's interest under the Original Contract and has full power and authority to assign such interest.
2. The Original Contract is in good standing, has not been terminated or defaulted by Assignor, and all conditions precedent to Assignor's rights thereunder have been satisfied or waived.
3. There are no known claims, disputes, or defaults by Original Seller or any third party that would prevent or impair closing under the Original Contract, except as disclosed in writing.
4. Assignor has not granted any other assignment, option, or encumbrance affecting the buyer's interest in the Original Contract.
5. All information provided to Assignee regarding the Property, Original Contract, and transaction is true and complete to Assignor's actual knowledge.
6. Assignor is not aware of any non-assignability clause or anti-assignment provision in the Original Contract that would render this Assignment invalid (or if any such clause exists, Original Seller has consented or waived it, as evidenced in Exhibit A or separate writing).

As-Is / Non-Recourse Nature of Assignment

Except for the express representations and warranties set forth in this Assignment, the assignment of the Original Contract is made "as is" without warranty of any kind, express or implied. Assignee acknowledges that Assignee has had the opportunity to review the Original Contract and conduct independent due diligence on the Property and Original Seller.

1. Assignor makes no representation or warranty regarding the physical condition of the Property, title, environmental matters, or any matter not expressly stated herein.
2. Assignee assumes the risk of any defects, title issues, or other problems that may affect the Property or the Original Contract.
3. Assignor shall have no liability to Assignee after closing of the Original Contract or after transfer of the Assignment Fee, except for fraud or willful misrepresentation.

5. Assignee assumption of obligations

Assignee hereby assumes and agrees to perform all of the buyer's obligations under the Original Contract from and after the effective date of this Assignment, including without limitation:

1. Payment of the balance of the purchase price and all closing costs allocated to the buyer under the Original Contract.
2. Timely satisfaction of all contingencies, inspection periods, financing requirements, and other conditions in the Original Contract.
3. Compliance with all covenants, representations, and obligations of the buyer under the Original Contract.
4. Payment or reimbursement of any extension fees, additional deposits, or other sums required to keep the Original Contract in good standing.
5. All post-closing obligations of the buyer under the Original Contract (e.g., prorations, warranties, or indemnities that survive closing).

From the date of this Assignment, Assignee shall deal directly with Original Seller and the closing agent with respect to the transaction. Assignor shall have no further obligation to perform buyer duties under the Original Contract, except as may be necessary to effectuate this Assignment (e.g., execution of assignment documents).

6. Disclosure that assignor is wholesaling (not the end buyer)

Assignee acknowledges and understands that:

1. Assignor is a wholesaler / investor who has secured the right to purchase the Property under the Original Contract but does not intend to take title as the end user.
2. Assignor is assigning the equitable interest to Assignee for the Assignment Fee and will not be the buyer at closing.
3. The ultimate purchase will be between Original Seller and Assignee (or Assignee's nominee).
4. Assignor may profit from the Assignment Fee in addition to any other compensation disclosed.
5. This disclosure is made to ensure transparency and to avoid any claim of undisclosed dual agency or misrepresentation.

7. EMD handling; earnest money transfer provisions

The earnest money deposit (EMD) currently held under the Original Contract in the amount of approximately $[[Original EMD Amount]] is held by [[Escrow Holder / Title Company Name]] ("Escrow Agent").

1. Upon execution of this Assignment, Assignor authorizes and directs Escrow Agent to recognize Assignee as the buyer entitled to the EMD and all rights related thereto.
2. At closing, the EMD shall be credited toward the purchase price payable by Assignee to Original Seller, in accordance with the Original Contract.
3. If the Original Contract is terminated prior to closing for a reason that entitles the buyer to a refund of the EMD, Assignee shall be entitled to receive the refund (subject to any agreed allocation with Assignor).
4. If the Original Contract is terminated due to Assignor's default or material breach prior to this Assignment becoming effective, Assignor shall remain responsible for any forfeiture or loss of the EMD.
5. Assignor shall execute any instructions or forms required by Escrow Agent to transfer control of the EMD file to Assignee or to substitute Assignee as the buyer on the escrow.

8. Non-assignability clause; required consents; further assurances

If the Original Contract contains a non-assignability or anti-assignment clause, Assignor represents that either:

(a) The clause has been waived or consented to by Original Seller in writing (evidence attached or noted in Exhibit A); or
(b) The clause does not apply to an assignment of the buyer's equitable interest prior to closing; or
(c) Original Seller has provided written consent to this Assignment (attached as Exhibit B).

Assignor and Assignee agree to execute any additional documents and take any further actions reasonably necessary to effectuate this Assignment, to substitute Assignee as the buyer on all escrow and title documents, and to close the transaction in accordance with the Original Contract.

1. Assignor shall not take any action that would impair the Original Contract or Assignee's rights thereunder.
2. Assignor shall promptly notify Assignee of any notices, demands, or communications received from Original Seller or Escrow Agent.
3. Assignee shall keep Assignor reasonably informed of progress toward closing.

9. Termination; default

If the Original Contract is terminated for any reason prior to closing, this Assignment shall automatically terminate. In such event:

1. If termination entitles the buyer to a refund of EMD, Assignee shall receive such refund (less any amounts owed to Assignor under this Assignment).
2. The Assignment Fee shall be non-refundable unless termination results from Assignor's material breach or misrepresentation.
3. Neither party shall have further liability to the other except as expressly provided.

If Assignee fails to perform its obligations under this Assignment or the Original Contract, Assignor may terminate this Assignment and retain any Assignment Fee paid as liquidated damages (in addition to any other remedies).

10. Governing law; venue; entire agreement

This Assignment shall be governed by the laws of the state in which the Property is located (or such other jurisdiction as may be specified in the Original Contract), without regard to conflicts of law principles.

This Assignment, together with the Original Contract (Exhibit A) and any consent exhibits, constitutes the entire agreement between Assignor and Assignee concerning the subject matter hereof and supersedes all prior negotiations and agreements. It may be amended only by a writing signed by both parties.

11. Severability; counterparts; electronic signatures

If any provision is held invalid, the remainder shall remain in full force. This Assignment may be executed in counterparts and by electronic signature, each of which shall be deemed an original.

12. Attorney fees

The prevailing party in any action to enforce this Assignment shall be entitled to recover reasonable attorneys' fees and costs.

13. Signatures

ASSIGNOR

Signature: _______________________________
Printed Name: [[Assignor Full Legal Name]]
Date: ____________________

ASSIGNEE

Signature: _______________________________
Printed Name: [[Assignee Full Legal Name]]
Date: ____________________

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EXHIBIT A - COPY OF ORIGINAL PURCHASE CONTRACT (including all addenda and amendments)

EXHIBIT B - ORIGINAL SELLER CONSENT TO ASSIGNMENT (if required or obtained)

EXHIBIT C - ADDITIONAL DOCUMENTS (e.g., escrow instructions, assignment of EMD)

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*Template - not professional legal advice. This form is provided for informational and educational purposes only and does not constitute legal, tax, or real estate advice. Wholesale assignment contracts involve significant legal and financial risks, including compliance with any non-assignability clauses, disclosure obligations, and securities or licensing laws that may apply in certain jurisdictions. The assignment fee must be clearly disclosed. Consult a licensed real estate attorney in the relevant jurisdiction before using or executing this document. Practices and requirements vary by state. As of June 2026.*