Purchase Agreement

Agreement made on the , between , a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Buyer, and , a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Seller.

Subject to approval by Seller's stockholders of the terms and conditions of this Agreement and the nature and amount of the consideration to be received by Seller under this Agreement, the parties agree as follows:

1. Agreement to Buy and Sell

Seller agrees to sell and Buyer agrees to purchase all the assets and property of Seller, including its good will in the items, listed in Exhibit A, attached to and made a part of this Agreement, for the consideration, under the terms and conditions, and subject to the warranties and representations set forth in this Agreement.

2. Closing; Documents Deliverable

The closing of the sale shall take place on at at . At the closing, Seller shall deliver to Buyer such deeds, bills of sale, assignments, and other instruments of transfer as may be necessary to vest in Buyer good and marketable title to the property and assets sold under this Agreement. At closing, Buyer shall pay Seller the entire purchase price as specified in this Agreement. All documents and papers, to which the parties are entitled under this Agreement, unless otherwise specified in this Agreement, shall also be delivered at the closing.

3. Consideration

Buyer, in consideration of the covenants, conditions, and representations of Seller, recited in this Agreement, shall pay to Seller, on closing, $. The purchase price of $ shall be allocated as follows:

A. The price for the miscellaneous inventory, furniture, equipment, fixtures, supplies, and motor vehicles shall be $.

B. The price for the land and building described in Exhibit A shall be $.

C. The price for all goodwill shall be $.

D. A Covenant Not to Compete shall be executed by in favor of Buyer at closing upon payment of $ to .

4. Warranties and Covenants of Seller

Seller agrees, represents, and warrants as follows:

A. Seller is duly incorporated and authorized to do business under the laws of .

B. The execution of this Agreement has been duly authorized by Seller's Board of Directors.

C. Seller shall use its best efforts to obtain, on or before , the approval of its shareholders of the terms and conditions of this Agreement and of the nature and amount of the consideration to be received by Seller under this Agreement.

D. The balance sheets and profit and loss statements of Seller, attached to this Agreement as Exhibit B and made part of this Agreement, fully and correctly reflect the financial condition, assets and liabilities, and operation of Seller as of the dates stated in such documents.

E. The list of accounts and notes receivable, attached as Exhibit C and made a part of this Agreement, is complete as of the date of this Agreement. If any accounts or notes receivable so listed or acquired by Seller before the closing date are not fully paid when due, Seller agrees to pay them in full on written notice by Buyer of any default, provided that Seller's liability shall be limited to the amount exceeding the reserve for bad debts shown in Seller's balance sheet.

F. Seller has good and marketable title to all assets and property sold under this Agreement, except as otherwise stated in the Exhibits attached to this Agreement and except for property disposed of or encumbered in the ordinary course of business. All tangible property sold under this Agreement is in good condition and repair and conforms to all applicable zoning, building, safety, and other regulations.

G. Attached as Exhibit D, and made a part of this Agreement, is a list of insurance policies in effect with respect to Seller's property and business as of the date of this Agreement. Seller agrees to continue this insurance, or insurance with similar coverage, until the closing date.

H. Seller agrees to use its best efforts to obtain the necessary consents for the assignment or transfer of any contract, lease, license, or permit to be assigned or transferred under this Agreement and to perform its duties under such contracts, leases, licenses, and permits without default until the closing date.

I. Seller agrees to obtain a clearance certificate from for all unemployment insurance contributions and to obtain clearances with respect to any other taxes and liens affecting the assets or properties sold under this Agreement.

J. Seller agrees to disclose to Buyer not later than days after the closing date, all trade secrets, customer lists, and technical information held or controlled by Seller and relating to the business sold under this Agreement.

K. Until the closing date of this Agreement, Seller shall not, without the written consent of Buyer, dispose of or encumber any of the assets or property to be sold under this Agreement, with the exception of any transactions occurring in the ordinary course of Seller's business. Seller shall use its best efforts to preserve its business and good will. Seller further agrees to permit Buyer and its representatives full access to its property and records any time prior to the closing date during normal business hours and to supply all information concerning its property and affairs as Buyer may reasonably demand.

5. Indemnification

Seller agrees to indemnify and hold Buyer and its successors and assigns harmless against, from and in respect to:

A. Any and all liabilities, obligations and commitments of Seller, now existing or hereafter arising, directly or indirectly, out of the ownership by Seller of the property and assets transferred under this Agreement and the past and future operation of Seller, including all claims asserted against Buyer or any of the assets or property transferred under this Agreement by reason of any allegation that any such transaction is subject to the Bulk Sales Law of the State of set forth in the Uniform Commercial Code and that such Bulk Sales Law has not been complied with;

B. Any damage or deficiency arising from any misrepresentation, breach of warranty, or non-fulfillment of any agreement on the part of Seller under this Agreement;

C. All actions, suits, proceedings, demands, assessments, judgments, reasonable costs and expenses, including, without limitation, attorneys' fees incident to any of the foregoing.

D. Further, and not by way of limitation of the foregoing, Seller agrees, at its own expense, including attorneys' fees, to defend all litigation resulting from or in connection with any claim, liability or obligation, including those for taxes and for injury to persons or property of others, arising out of Seller’s operations or arising out of its ownership of the property and assets transferred under this Agreement or which would in any way constitute a lien or encumbrance against any such property and assets or prevent such property and assets from being held and enjoyed by Seller free and clear of all encumbrances of any nature whatsoever.

7. Transfer of Title and Risk of Loss

Title to the assets and property sold under this Agreement shall pass to Buyer on the closing date on delivery to it of the proper instruments of transfer. If at any time any of the tangible property sold under this Agreement shall have been lost or damaged, except for damage or loss through use and wear in the ordinary course of business, by any cause or event beyond the reasonable power and control of Seller, Buyer shall be entitled to collect all insurance proceeds collectible by reason of such loss or damage or, if the amount of the loss or damage exceeds of the value of that property, Buyer shall have the right to elect to complete the sale and collect all insurance proceeds or to terminate this Agreement in lieu of any other right or remedy. If Buyer becomes entitled to collect insurance under this provision, the purchase price of lost or damaged assets covered by insurance shall not be reduced.

8. Sales and Use Taxes

Any sales or use tax payable by reason of the sale of any of the assets under this Agreement shall be paid by Buyer, and such payment shall not be construed as part of the purchase price. Seller agrees to furnish to Buyer resale certificates for any items sold to Buyer for resale. Seller shall also obtain and deliver to Buyer a clearance receipt of the for sales and use taxes due from Seller.

9. Inventory of Goods to be Sold

An inventory of all stock in trade, supplies, fixtures, furnishings, and equipment shall be taken by Buyer on . The inventory of Seller's stock in trade shall set forth the aggregate value for which the items are to be sold under this Agreement based on Seller's actual cost for each item.

10. Disposition of Documents and Records

Seller shall retain title to all its documents and records, except those agreed to be transferred under this Agreement. Any such documents or records that Buyer may reasonably require after the closing date for use in connection with the assets or business sold under this Agreement shall be delivered or made available to Buyer. Each party shall forward to the other party all correspondence, documents, or payments relating to the assets or business sold under this Agreement to which the other party is entitled under the terms of this Agreement. Before destroying any records or papers connected with the assets or business sold under this Agreement, each party shall first offer them to the other party.

11. Costs

Buyer shall bear the cost of title insurance premiums and record costs. All other costs incidental to the sale under this Agreement shall be borne by the parties in accordance with prevailing custom.

12. Severability

The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision.

13. No Waiver

The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

14. Governing Law

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

15. Notices

Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement.

16. Attorney’s Fees

In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees.

17. Mandatory Arbitration

Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

18. Entire Agreement

This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.

19. Modification of Agreement

Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party.

20. Assignment of Rights

The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party.

21. In this Agreement, any reference to a party includes that party's heirs, executors, administrators, successors and assigns, singular includes plural and masculine includes feminine.

WITNESS our signatures as of the day and date first above stated.