Retail Store Offer

RETAIL STORE OFFER AGREEMENT

Parties and Effective Date

This Retail Store Offer Agreement (the Offer) is made between:

Effective Date:

WHEREAS

WHEREAS, Seller is the legal owner of the retail business operating as a retail store located at (the Premises), and holds title to certain inventory, equipment and trade fixtures used in connection with the retail operations (collectively, the Assets);

WHEREAS, Offeror desires to acquire, and Seller is willing to sell, transfer and assign the Assets and to permit Offeror to assume operation of the retail business on the terms and conditions set forth in this Offer.

WHEREAS, the parties intend that, upon acceptance of this Offer and satisfaction of any conditions set forth herein, the parties will execute a definitive Purchase and Sale Agreement and related transfer documents consistent with the terms stated below.

Scope of Work

Payment Terms

Purchase Price (total): $

Late Payment: If any scheduled payment is not received within days after the due date, a late fee of per month shall accrue on the past due balance until paid in full.

Term and Termination

Term Commencement Date: . Term Expiration Date:

Either party may terminate this Offer prior to closing upon written notice to the other party if the terminating party reasonably determines that a material condition precedent has not been satisfied. Termination requires written notice delivered not less than days prior to the intended termination date.

Early Termination Fee (if applicable): $ payable to the non-terminating party in the event of termination without material breach.

Confidentiality

Each party acknowledges that during the negotiation and performance of this Offer it will receive Confidential Information of the other party. "Confidential Information" means non-public business, financial, customer and technical information disclosed in connection with this Offer. Each party shall: (i) hold Confidential Information in strict confidence, (ii) not disclose it to any third party except to employees, advisors or affiliates with a need to know and who are bound to protect confidentiality, and (iii) use Confidential Information solely to evaluate and perform this Offer. Confidential Information does not include information that is or becomes publicly available other than by breach of this obligation, or that is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Conditions Precedent

Closing of the transactions contemplated by this Offer shall be subject to customary conditions precedent including: satisfactory completion of financial and inventory due diligence, clear title to included Assets, assignment or consent of any material third-party contracts if required, and receipt of any required landlord or lender consents.

Representations and Warranties

Seller represents and warrants that it has full authority to sell the Assets, that the Assets are free of liens except as disclosed in writing, and that there are no pending actions that would impair the transfer. Offeror represents that it has the capacity to consummate the purchase in accordance with the terms hereof. These representations shall survive closing for a period of one year.

Governing Law

This Offer and any definitive agreements executed pursuant to this Offer shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws rules.

Entire Agreement

This Offer constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior negotiations, proposals and representations. No amendment or waiver shall be effective unless in writing and signed by both parties.

Offer Acceptance and Expiration

This Offer will expire unless accepted in writing by Seller on or before at 5:00 PM local time. Acceptance must be by authorized signature of Seller and delivery to Offeror.

Notices

All notices or communications required or permitted under this Offer shall be in writing and delivered to the contacts below by hand, nationally recognized overnight courier, or certified mail to the addresses set forth above (or to such other address as a party may designate in writing).

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