Fill and Sign the Stock Purchase Agreement Priori Form

Offer to Purchase Assets of a Corporation Offer made on the ___________________ (date) , by _____________________ (Name of Buyer) , a corporation organized and existing under the laws of the state of ______________, with its principal office located at ____________________________ ___________________________________________ (street address, city, state, zip code) , referred to herein as Offeror , to ______________________ (Name of Seller) , a corporation organized and existing under the laws of the state of ______________, with its principal office located at _______________________________________________ _________________________ (street address, city, state, zip code) , referred to herein as Offeree . 1. Offer to Purchase Offeror offers to purchase all the assets and property, including the business and good will, belonging to Offeree or to which Offeree may be entitled, which assets are described in Exhibit A, attached to and made a part of this offer, for the consideration set forth below. 2. Consideration If this offer is accepted by Offeree, Offeror shall pay to Offeree $____________, and shall assume the debts and liabilities of Offeree in accordance with the schedule of debts and liabilities set forth in Exhibit B , attached to and made a part of this Offer. 3. Duration of Offer This offer shall be good until ___________________ (date) . 4.Closing Date If this Offer is accepted in the time allowed, a sales agreement shall be executed by the parties, under the terms of which the payment of cash to Offeree and the conveyance of assets by good and sufficient deeds and instruments to Offeror, shall take place on __________________ (date) , at ________________________________ ______________________________________ (street address, city, state, zip code) . 5. Indemnification of Offeree On and after closing as contemplated in this Offer, Offeror agrees to indemnify Offeree against any loss with respect to the payment of any and all debts and liabilities set forth in Exhibit B . 6. Conditions This Offer is subject to the approval of Offeror's counsel as to the steps and proceedings in connection with its acceptance, and as to the terms of the sales agreement to be executed by the parties in the event of such acceptance. WITNESS our signatures as of the day and date first above stated. ______________________________ (Name of Offeror) By:_____________________________ ________________________________ (Printed name & Office in Corporation _____________________________ (Signature of Officer) Attach Exhibits