Fill and Sign the Exhibit 1023 Purch and Sale Agreement Sec Form

AGREEMENT for PURCHASE and SALE of PARTNERSHIP INTEREST of DECEASED PARTNER ENTITY PURCHASE PLANNAME 1__________________________________ NAME 2__________________________________ NAME 3__________________________________ PARTNERSHIP_____________________________As shown above, hereinafter referred to as "Partners," and the "Partnership," hereinafter, agree:1. The Partners are the sole owners as General Partners of the Partnership which maintains its principal place of business at _____________________________________________________________.2. The Purpose of this Agreement is to provide for the continuance of the Partnership business on the death or retirement of a Partner and the purchase of his or her interest in the Partnership by the Partnership.3. The Partnership is the applicant, owner, and beneficiary of the following life insurance policies: Life Insurance Company Policy No. $ Amount Insured___________________________________ ____________________ _____________ _________________________________________________ ____________________ _____________ _________________________________________________ ____________________ _____________ _________________________________________________ ____________________ _____________ _________________________________________________ ____________________ _____________ ______________4. The Partnership shall have the right, on majority vote of the Partners, to purchase additional insurance on the lives of any or all of the partners, such additional insurance shall be listed on a schedule attached to this Agreement and marked Schedule A.5. Ownership. The Partnership shall be the beneficiary and sole owner of each insurance policy purchased under this Agreement and shall hold full legal title to each such policy. It is agreed, that no rights, options, or privileges provided for in such policy or permitted by the insurance company issuing such policy shall be exercised without the written consent of all the Partners.6. Premiums. The Partnership shall pay all premiums on all the policies when due and shall charge the expense of such premiums to the general operating expense account of the Partnership. Each policy shall be payable to the Partnership, which shall be the sole owner of all the policies. 7. On any Partner's death, the Partnership shall purchase from his or her estate, for the account of the surviving Partners, and the executors or administrators of the deceased Partner's estate shall sell to the Partnership for the account of the surviving Partners, the entire Partnership interest of the deceased Partner at the price and on the terms and conditions specified in this Agreement.8. Purchase Price. For the purpose of computing the purchase price of a deceased Partner's interest in the Partnership, the books of the Partnership shall be deemed to be correct. The purchase price for the Partnership interest of a deceased Partner shall be an amount equal to the total of the following: (a) The deceased Partner's capital account as of the end of the fiscal year immediately preceding his death, as shown on the books of the Partnership. The capital account shall include the deceased Partner's proportionate share of the cash surrender value of all the policies on the lives of the surviving Partners owned by the Partnership.(b) The share of the deceased Partner in the profits of the Partnership, if any, shall include the deceased Partner's proportionate share of the proceeds of his insurance policy over the cash surrender value of such policy where the cash value was previously included among the assets of the Partnership.(c) The share of the deceased Partner in Partnership losses, if any, computed from the beginning of the fiscal year in which his death occurred to the date of his death.(d) The purchase price is to be adjusted for any and all contributions and withdrawals made by the deceased Partner during such periods. 9. On the death of any Partner, the Partnership shall immediately proceed to collect the proceeds of the policy or policies of insurance on his life. When the proceeds have been so collected they shall be held by the Partnership until the deceased Partner's heirs, executors, administrators, or other representatives shall deliver to the Partnership such instruments as shall transfer title of the deceased Partner's partnership interest to the Partnership. Simultaneously with the delivery of such instruments to the Partnership, the Partnership hall pay to the deceased Partner's heirs, executors, administrators, or other representatives, the purchase price of the interest of the deceased Partner.10. No insurance company that issues policies under this Agreement shall have any liability except as set forth in its policies. No insurance company shall be bound to inquire into or take notice of any of the provisions of this Agreement relating to such insurance policies or to the application of the proceeds of such policies. Payment or other performance by such insurance company in accordance with the terms of its policies shall completely discharge the company from all claims, suits, and demands of all persons whatsoever.11. On the withdrawal of any Partner from the Partnership during his lifetime, such Partner shall have the right to purchase the insurance policy or policies on his life from the Partnership at a price equal to the cash surrender value of such policy or policies on the date of his withdrawal and shall exercise the right by paying said price to the Partnership.12. In the event there is any conflict between the provisions of this Agreement and those of the partnership agreement for the Partnership, the provisions of this Agreement shall prevail over those of the Partnership Agreement.13. This Agreement may be altered, amended, or terminated at any time by the duly executed written agreement of the Partners.EXECUTED at __________________________ on this _____ day of ____________________, 20___.1.__________________________ 2.___________________________ 3._______________________________________________________ ____________________________ ___________________________ Print Names