Repurchase Agreement

Repurchase Agreement

This Repurchase Agreement (the Agreement) is made and entered into as of this day of , by and between Seller Name: , Entity Type: Individual Corporation LLC Partnership, with principal place of business at ; and Buyer Name: , Entity Type: Individual Corporation LLC Partnership, with principal place of business at (each a Party and together the Parties).

RECITALS

WHEREAS, Seller is the legal and beneficial owner of certain assets described below and wishes to sell such assets to Buyer on the terms set forth herein; and

WHEREAS, Buyer is willing to purchase the Assets from Seller and Seller desires to repurchase the Assets at a future date on the terms and conditions set forth in this Agreement;

WHEREAS, the Parties intend that this Agreement set forth the respective rights and obligations of the Parties with respect to the sale, any security interest granted, and the repurchase.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

Capitalized terms used in this Agreement shall have the following meanings:

"Assets" means the property described as:

"Purchase Price" means the aggregate cash consideration paid by Buyer to Seller pursuant to Section 2, specified as (in lawful currency).

"Repurchase Price" means the amount payable by Seller to Buyer to reacquire the Assets as provided in Section 3, specified as .

2. SALE AND REPURCHASE

2.1 Sale. Subject to the terms and conditions of this Agreement, on the Effective Date Buyer shall purchase from Seller, and Seller shall sell to Buyer, the Assets free and clear of any liens, claims or encumbrances not disclosed in writing prior to the Effective Date.

2.2 Repurchase. Seller shall have the obligation to repurchase the Assets from Buyer on the Repurchase Date upon payment of the Repurchase Price and satisfaction of the conditions set forth in this Agreement.

3. REPURCHASE PRICE AND REPURCHASE DATE

3.1 Repurchase Price. The Repurchase Price shall be as set forth above and shall be payable in cleared funds to Buyer on the Repurchase Date, unless otherwise agreed in writing.

3.2 Repurchase Date. Seller shall repurchase the Assets on the day of , (the Repurchase Date), unless accelerated under Section 8.

4. PAYMENT, SETTLEMENT, AND DELIVERY

4.1 Payment. Payment of the Purchase Price and Repurchase Price shall be made by wire transfer or other immediately available funds to an account designated in writing by the recipient. Buyer shall provide account instructions contemporaneously with settlement of the Purchase Price.

4.2 Delivery. Delivery of the Assets shall be effected in the manner customary for the Assets and, if applicable, by transfer on the books of the relevant registrar, by physical delivery, or by such other means as the Parties may agree in writing.

5. REPRESENTATIONS AND WARRANTIES

5.1 Seller's Representations and Warranties. Seller represents and warrants to Buyer that:

(a) Organization and Authority: Seller has the corporate or other organizational power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby.

(b) Title and Ownership: Seller has good and marketable title to the Assets, free and clear of any liens, encumbrances, security interests or claims except as disclosed in writing to Buyer prior to the Effective Date.

(c) No Conflict; Consents: The execution, delivery and performance of this Agreement by Seller do not and will not (i) violate any law, judgment or order binding on Seller, or (ii) require any consent of any third party other than those consents obtained and disclosed to Buyer in writing.

5.2 Buyer's Representations and Warranties. Buyer represents and warrants to Seller that Buyer has the authority to enter into this Agreement and perform its obligations hereunder and that Buyer is acquiring the Assets in accordance with the terms of this Agreement.

6. COVENANTS

6.1 Further Assurances. Each Party shall execute and deliver such further instruments and take such further action as may be reasonably requested by the other Party to effectuate the transactions contemplated by this Agreement.

6.2 Preservation of Assets. Between the Effective Date and the Repurchase Date, Seller shall preserve the condition of the Assets and shall not create or permit any lien or encumbrance on the Assets other than those disclosed in writing.

7. SECURITY INTEREST

7.1 Grant. To secure Seller's obligations under this Agreement, Seller hereby grants to Buyer a continuing first priority security interest in and to the Assets (to the extent permitted by applicable law), and Seller shall execute such financing statements, control agreements and other instruments reasonably requested by Buyer to perfect and maintain such security interest.

7.2 Collateral Description (if applicable):

8. EVENTS OF DEFAULT

8.1 Events of Default. The occurrence of any of the following shall constitute an Event of Default: (a) Seller fails to pay any amount when due under this Agreement; (b) Seller breaches any material representation, warranty or covenant contained in this Agreement and such breach remains uncured for ten (10) days after written notice; (c) the commencement of a bankruptcy, insolvency or similar proceeding by or against Seller; or (d) any material adverse change in the condition of the Assets.

9. REMEDIES

9.1 Remedies. Upon the occurrence of an Event of Default, Buyer shall be entitled to exercise all remedies available at law or in equity, including without limitation retaining possession of the Assets, selling or otherwise disposing of the Assets, enforcing the security interest described in Section 7, accelerating Seller's obligations, and recovering the costs of collection and enforcement, including reasonable attorneys' fees.

10. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be delivered by hand, overnight courier, or certified mail (return receipt requested) to the addresses set forth below or to such other address as a Party may designate by notice to the other Party in accordance with this Section. Notices shall be deemed given on the date of delivery.

11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law.

12. ENTIRE AGREEMENT; SEVERABILITY

12.1 Entire Agreement. This Agreement, together with any documents executed in connection herewith, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter.

12.2 Severability. If any provision of this Agreement is held invalid, illegal or unenforceable under present or future law, such provision shall be fully severable and the remainder of this Agreement shall remain enforceable and in full force and effect.

13. AMENDMENTS; WAIVER; ASSIGNMENT; COUNTERPARTS

13.1 Amendments and Waiver. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom enforcement is sought.

13.2 Assignment. Neither Party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other Party; provided, however, that Buyer may assign its rights to a successor or affiliate that expressly assumes Buyer's obligations hereunder.

13.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by electronic means shall be treated as originals.

14. MISCELLANEOUS

14.1 Interpretation. The headings in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement. Unless otherwise specified, references to Sections are references to sections of this Agreement.

14.2 Remedies Cumulative. The remedies provided in this Agreement are cumulative and in addition to any other remedies available at law or in equity.

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