Business Asset Offer to Purchase Agreement

This Business Asset Offer to Purchase Agreement ("Agreement") is made and entered into by and between:

Seller:

Buyer:

Collectively referred to herein as the "Parties".

Date:

1. Assets to be Purchased

The Buyer agrees to purchase from the Seller the following business assets (the "Assets"):

2. Purchase Price

The total purchase price for the Assets shall be:

The Purchase Price shall be paid as follows:

3. Closing Date and Location

The closing of this transaction ("Closing") will take place on:

at the following location:

4. Representations and Warranties

a. The Seller represents and warrants that:

• The Seller owns the Assets free and clear of any liens or encumbrances.
• The Seller has the authority to sell the Assets.

b. The Buyer represents and warrants that:

• The Buyer has the authority to enter into this Agreement and consummate the purchase.

5. Conditions Precedent

This Agreement is subject to the satisfaction of the following conditions by the Closing Date:

6. Miscellaneous

a. This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof.
b. Any amendments must be made in writing and signed by both Parties.
c. This Agreement shall be governed by the laws of the State of