Business Purchase Agreement

This Business Purchase Agreement (this "Agreement") is entered into as of [____________] by and between [____________], a [____________] organized under the laws of the State of [____________] ("Seller"), and [____________], a [____________] organized under the laws of the State of [____________] ("Buyer"). As used herein, "Purchased Assets" means all of the tangible and intangible assets of Seller used in the operation of the business known as [____________] (the "Business"), as more particularly described on Schedule A attached hereto. "Assumed Liabilities" means only those specific liabilities of Seller expressly set forth on Schedule B. Buyer shall not assume, and shall have no obligation with respect to, any liabilities of Seller not expressly listed on Schedule B, including any undisclosed, contingent, or disputed liabilities.

The aggregate purchase price for the Purchased Assets shall be [$__________] (the "Purchase Price"), allocated among the Purchased Asset categories as set forth on Schedule C in accordance with Treasury Regulation Section 1.1060-1 and IRC Section 1060. The Purchase Price shall be payable as follows: (a) [$__________] in immediately available funds at Closing (the "Cash Consideration"); (b) [$__________] by delivery of a promissory note in the form attached as Exhibit A (the "Seller Note"); and (c) [$__________] deposited into escrow pursuant to the Escrow Agreement attached as Exhibit B, to be released to Seller upon satisfaction of the conditions set forth therein. The parties shall execute IRS Form 8594 consistent with Schedule C within sixty (60) days after the Closing Date.

The Purchased Assets shall include, without limitation: (a) all furniture, fixtures, equipment, machinery, vehicles, tools, and tangible personal property used in the Business, as listed on Schedule A-1; (b) all inventory, supplies, and work-in-progress as of the Closing Date; (c) all accounts receivable arising from the conduct of the Business prior to the Closing Date, as set forth on Schedule A-2; (d) all intellectual property, including trademarks, trade names, service marks, domain names, copyrights, patents, trade secrets, and know-how associated with the Business; (e) all assignable contracts, leases, licenses, permits, and authorizations listed on Schedule A-3; (f) all customer lists, vendor lists, goodwill, and going-concern value; and (g) all books, records, and files relating to the Business. Seller shall deliver physical and electronic possession of all Purchased Assets at Closing in good working order and condition, ordinary wear and tear excepted.

Notwithstanding the foregoing, the Purchased Assets shall expressly exclude (the "Excluded Assets"): (a) all cash, cash equivalents, and bank account balances of Seller as of the Closing Date; (b) all insurance policies and any claims or proceeds thereunder relating to pre-Closing periods; (c) all tax refunds, credits, and overpayments attributable to any pre-Closing tax period; (d) all rights of Seller under this Agreement; (e) all corporate minute books, stock ledgers, and organizational records of Seller; and (f) such other assets as the parties may agree to exclude in writing prior to Closing. Seller shall retain sole responsibility for all Excluded Assets and all liabilities associated therewith from and after the Closing.

Seller represents and warrants to Buyer that, as of the date hereof and as of the Closing Date: (a) Seller is duly organized, validly existing, and in good standing under the laws of its state of organization, and has full power and authority to execute, deliver, and perform this Agreement; (b) the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action of Seller, and this Agreement constitutes the legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms; (c) neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will conflict with or violate any provision of Seller's organizational documents, any material contract to which Seller is a party, or any applicable law, rule, or regulation.

Seller further represents and warrants that: (a) Seller has good and marketable title to all Purchased Assets, free and clear of all liens, security interests, claims, charges, and encumbrances, except as disclosed on Schedule D; (b) the Financial Statements of the Business for the fiscal years ended [____________] and [____________] and the interim period ended [____________], copies of which are attached as Exhibit C, have been prepared in accordance with [GAAP / the cash method of accounting] and fairly present the financial condition and results of operations of the Business as of the dates and for the periods indicated; (c) since the date of the most recent Financial Statements, there has been no material adverse change in the Business, its assets, financial condition, results of operations, or prospects; and (d) there is no pending or, to Seller's knowledge, threatened litigation, proceeding, investigation, or claim against Seller or the Business that could reasonably be expected to affect the Purchased Assets or the Business.

From the date of this Agreement until the Closing Date, Seller shall afford Buyer and its representatives, including accountants, attorneys, and consultants, reasonable access during normal business hours to all properties, books, records, contracts, tax returns, and personnel of the Business for purposes of due diligence investigation. Seller shall promptly provide Buyer with copies of all documents and information reasonably requested by Buyer. Buyer shall conduct all due diligence in a manner designed to minimize interference with the Business's operations and shall maintain in strict confidence all non-public information obtained during due diligence in accordance with the Confidentiality Agreement executed by the parties on [____________], which is incorporated herein by reference.

The obligations of Buyer to consummate the transactions contemplated hereby are subject to the satisfaction or written waiver by Buyer, on or before the Closing Date, of each of the following conditions: (a) all representations and warranties of Seller shall be true and correct in all material respects as of the Closing Date; (b) Seller shall have performed and complied in all material respects with all covenants and obligations required by this Agreement to be performed or complied with by Seller prior to Closing; (c) there shall have been no material adverse change in the Business, the Purchased Assets, or the financial condition of Seller since the date of this Agreement; (d) all required governmental approvals, third-party consents, and regulatory clearances shall have been obtained; (e) no injunction, restraining order, or prohibition shall be in effect preventing or restricting the consummation of the transactions; and (f) Seller shall have delivered all instruments of transfer, bills of sale, assignment and assumption agreements, and other Closing deliverables specified in Section 4.3.