Assignment Trade Marks

Dated this ______________________ day of Parties: (1)

________________________________

20_.

The Assignor: * of *, a UK Limited Company, registration number *. The Assignee: * of *, a UK Limited Company, registration number *.

(2)

Recitals : (A) The Assignor is the registered proprietor or applicant for registration of the Trade Mark or Trade Marks particulars of which are set out in Schedule 1 below ("the Trade Mark/s"). The Assignor and the Assignee have entered an assignment contract [give details of date etc] (herein the contract) wherein, under the terms of the contract, the Assignor has agreed to assign the Trade Mark/s to the Assignee together with the goodwill directly attributable and attaching to and/or associated with the Trade Mark/s under the terms and conditions below.

(B)

Operative provisions : 1. 1.1 Assignment In pursuance of said agreement the Assignor with full title guarantee HEREBY ASSIGNS to the Assignee the Trade Mark/s and the full and exclusive benefit of the Trade Mark/s, together with all rights of action, powers and benefits belonging to or accrued to the Trade Mark/s and together with the goodwill directly attributable and attaching to and/or associated with the Trade Mark/s in the goods and/or services in respect of which the Trade Mark/s is/are registered/applied for to hold the same unto the Assignee absolutely. The Assignor hereby covenants with the Assignee that it shall at any time hereafter at the direction and expense of the Assignee execute any document or do any act or thing which the Assignee may consider reasonably necessary or desirable to give effect to this assignment and to register the Assignee or any successor in title thereof as proprietor of the Trade Mark/s.

1.2

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Assignment Trade Marks

Schedule 1
Mark Country Application No. Filing Date Class

FAT FROG (word) FAT FROG (word) FAT FROG (word) Frog Device

International (Madrid Protocol) Republic of Ireland United Kingdom Republic of Ireland

840535 229526 2366986 231772

16 November 2004 17 May 2004 29 June 2004 14 March 2005

33 33 33 32, 33

Signatures:
SIGNED as a Deed by the parties on the date first written above. Assignor Signed as a Deed for and on behalf of the Assignor

Director 1 Name

Director 2 / Company Secretary / Witness Name

Assignee Signed as a Deed for and on behalf of the Assignor

Director 1 Name

Director 2 / Company Secretary / Witness Name

For a limited company in the UK, this assignment should typically be signed by (i) two directors of the company, (ii) one director and the company secretary, (iii) one director and an independent witness, or (iv) by affixing the company seal.

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