Sample Contract Clauses from the Book

Chapter 2: Organizational Documents

Certificate of Incorporation/LLC Certificate of Formation Business Purpose The purpose of the Company is to engage in any lawful act or activity for which corporations [limited liability companies] may be organized under the [insert name of applicable law, for example, General Corporation Law of tate of !elaware], as amended from time to time, or any successor thereto" Certificate of Incorporation Authorized Number of Shares The total number of shares of capital stoc# that the Company is authorized to issue is [insert number] shares of common stoc#, without par value" Preemptive Ri hts $o preemptive rights exist with respect to shares of capital stoc# or securities convertible into or exchangable for shares of capital stoc# of the Company, whether now or hereafter authorized or issued" B!"a#s Shareho"der $ote %a&orit! versus P"ura"it! The election of directors is determined by a plurality of the votes cast at a meeting of hareholders at which the number of hareholders representing a %uorum is present in person or by proxy" B!"a#s Shareho"der $ote Cumu"ative $otin &t all elections of directors duly called and held, each hareholder entitled to vote has the right to cast as many votes as are e%ual to the product of the number of 'i( directors to be elected and 'ii( shares owned by such hareholder" uch hareholder may cast all such votes for a single director or may distribute them among any two or more of them in any manner as he may see fit, and the directors receiving a plurality of the votes cast shall be elected" Certificate of Incorporation and/or B!"a#s '(cu"pation of Persona" Liabi"it! of )irectors & director or officer of the Company shall not be liable to the Company or its hareholders for breach of fiduciary duty, except to the extent that exculpation from liability is not permitted under applicable law in effect at the time such liability is determined" $o amendment or repeal of this paragraph applies to or has any effect on the liability or alleged liability of any director or officer of the Company with respect to any acts or omissions of such director or officer occurring prior to such amendment or repeal" Certificate of Incorporation and/or B!"a#s Indemnification of )irectors 'a( To the fullest extent permitted by law, the Company shall indemnify, hold harmless and defend ')indemnification*( any person 'an )+ndemnified ,arty*( who is or was a party or is threatened to be made a party to any threatened, pending or completed claim, demand, action, suit or proceeding, whether formal or informal, civil, criminal, administrative or investigative 'the )&ction's(*(, by reason of the fact that such person is or was or has agreed to be a director or officer of the Company, from and against any and all damages, losses and liabilities incurred by such person, including, but not limited to, [reasonable] attorney fees and expenses, -udgments, fines, penalties and amounts paid in settlement incurred in connection with any such &ction" $otwithstanding anything herein to the contrary, no indemnification shall be made under subsection 'a( above to the extent a -udgment or other final ad-udication establishes that the +ndemnified ,arty 'i( engaged in fraudulent or intentional misconduct or a #nowing violation of

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law, that was material to the &ction, or 'ii( personally gained a financial profit or other advantage to which he or she was not legally entitled" 'c( $otwithstanding anything herein to the contrary, no indemnification shall be made under subsection 'a( above for any &ction initiated by an +ndemnified ,arty unless such &ction 'or part thereof( was brought to enforce the +ndemnified ,arty.s rights to indemnification hereunder" uch indemnification is not exclusive of other indemnification rights arising under any agreement, !irector or hareholder consent or otherwise" $o amendment or repeal of this paragraph shall affect any indemnification of any director or officer of the Company with respect to any acts or omissions of such director or officer occurring prior to such amendment or repeal"

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Chapter 3: Shareholder Agreements and LLC Operating Agreements

Shareho"der A reement/LLC -peratin A reement .ransfer Restriction /ther than a ,ermitted Transfer, each hareholder [0ember] shall not, directly or indirectly, sell, convey, give, assign, encumber, pledge, hypothecate, grant a security interest in, grant any option or other security for the sale of, enter into a contract or understanding to do any of the foregoing, or otherwise transfer 'each, a )Transfer*( any or all of its hares [0embership +nterests]" Ri ht of First Refusa" to the Compan! on"! 'a( +f any hareholder [or 0ember] 'a ) elling /wner*( receives a bona fide offer 'the )/ffer*( to purchase any of its hares from a party other than an affiliate 'the )Third ,arty /fferor*(, which the elling /wner desires to accept, then it shall provide notice to the Company 'the )/ffer $otice*( setting forth the identity of the Third ,arty /fferor, the number of hares proposed to be purchased 'the ) ub-ect hares*(, the proposed purchase price and all material terms and conditions of the /ffer" The Company has the right 'the )1irst 2efusal 2ight*( to purchase all, but not less than all, of the ub-ect hares at the same price and upon the same terms and conditions as contained in the /ffer, exercisable by the Company.s written notice to the elling /wner no later than [34] days after the /ffer $otice 'the )5xercise 5xpiration !ate*(" +f the Company timely exercises its 1irst 2efusal 2ight, then the elling /wner and Company shall close the Company.s purchase of the ub-ect hares at the principal office of the Company within [64] days after the 5xercise 5xpiration !ate" +f the Company does not timely exercise the 1irst 2efusal 2ight, then the elling /wner has until [74] days after the 5xercise 5xpiration !ate to provide notice 'the )8erification $otice*( to the Company to confirm whether it will proceed with the sale to the Third ,arty /fferor" +f the elling /wner timely sends the 8erification $otice, it may sell all, but not less than all, of the ub-ect hares to the Third ,arty /fferor, but 'i( only pursuant to terms and conditions that are no less favorable to the elling /wner than contained in the /ffer and 'ii( on a closing date that is more than [74] days but not more than [94] days after the 5xercise 5xpiration !ate" +f the elling /wner fails to send the 8erification $otice, or if the closing of the sale to the Third ,arty /fferor fails to occur, in either case during the stated time periods, then the ub-ect hares continue to be sub-ect to the provisions of this &greement"

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Ri ht of First Refusa" to the Compan! and then the -ther Shareho"ders/%embers 'a( +f any hareholder [or 0ember] 'a ) elling /wner*( receives a bona fide offer 'the )/ffer*( to purchase any of its hares from a party other than an affiliate 'the )Third ,arty /fferor*(, which

,age / of +,

the elling /wner desires to accept, then it shall provide notice 'the )/ffer $otice*( to the Company and each of the other hareholders 'the )/ther /wners's(*( setting forth the identity of the Third ,arty /fferor, the number of hares proposed to be purchased 'the ) ub-ect hares*(, the proposed purchase price and all material terms and conditions of the /ffer" 'b( The Company has the right 'the )1irst 2efusal 2ight*( to purchase all, but not less than all, of the ub-ect hares at the same price and upon the same terms and conditions as contained in the /ffer, exercisable by the Company.s written notice to the elling /wner 'with a copy to each of the /ther /wners( no later than '34( days after the /ffer $otice 'the )Company 5xercise 5xpiration !ate*(" +f the Company does not timely exercise the 1irst 2efusal 2ight, then each of the /ther /wners has the right 'the ) hareholder /ption*( to purchase its ,ro 2ata ,ortion 'defined below( of the ub-ect hares at the same price and upon the same terms and conditions as contained in the /ffer, exercisable by each such /ther /wners.s written notice to the elling /wner, with a copy to each of the /ther /wners and the Company, no later than [6:] days after the /ffer $otice 'the ) hareholder 5xercise 5xpiration !ate*(" 5ach /ther /wner.s ,ro 2ata ,ortion shall be the number of hares e%ual to the product of 'i( the aggregate number of ub-ect hares and 'ii( the fraction with the numerator being the number of hares owned by such /ther /wner and the denominator being the total number of issued and outstanding hares owned by the /ther /wners" +f all the /ther /wners do not timely exercise their hareholder /ptions, then the remaining /ther /wners have an additional 74 days after the hareholder 5xercise 5xpiration !ate to allocate the remaining ub-ect hares among themselves based on their proportionate percentage ownership 'or other manner mutually agreed among such remaining /ther /wners(" The elling /wner, and the Company [/ther /wners] shall close the Company.s [/ther /wners.] purchase of their respective portions of the ub-ect hares at the principal office of the Company within [34] days after the hareholder 5xercise 5xpiration !ate" +f the Company and /ther /wners do not timely exercise their rights under this ection to collectively purchase all, but not less than all, the ub-ect hares, then the elling /wner has until [64] days after the hareholder 5xercise 5xpiration !ate to provide notice 'the )8erification $otice*( to the Company and /ther /wners to confirm whether it will proceed with the sale to the Third ,arty /fferor" +f the elling /wner timely sends the 8erification $otice, it may sell all, but not less than all, of the ub-ect hares to the Third ,arty /fferor, but 'i( only pursuant to terms and conditions that are no less favorable to the elling /wner than contained in the /ffer and 'ii( on a closing date that is more than [64] days but not more than [;4] days after the hareholder 5xercise 5xpiration !ate" +f the elling /wner fails to send the 8erification $otice, or if the closing of the sale to the Third ,arty /fferor fails to occur, in either case during the stated time periods, then the ub-ect hares continue to be sub-ect to the provisions of this &greement"

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)ra 0A"on Ri hts 'a( +f [name of shareholder or member or group of shareholders<members] 'the )!ragging /wners*( agrees to sell, in a transaction or a series of related transactions, a number of hares e%ual to [:4 percent] or more of the issued and outstanding hares to a party other than an affiliate, the !ragging /wner's( have the right, upon written notice to the other shareholders 'the )/ther /wner's(*(, to re%uire that each /ther /wner -oin in such sale on a pro rata basis on the same terms and conditions as the !ragging /wner's("

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$otwithstanding the above, such terms and conditions of sale shall 'i( re%uire the /ther /wner's( to ma#e its representations and warranties, covenants, indemnities and other agreements severally and not -ointly, 'ii( otherwise limit the liability of any /ther /wner to the purchase price or other consideration received by it in the proposed sale" 5ach of the /ther /wners waives any appraisal, dissenter or similar rights in connection with such sale" 5xcept in connection with a sale executed pursuant to ection [!rag=along provision], if any shareholder agrees to sell, in a transaction or a series of related transactions, any of its hares to a party other than an affiliate 'the )Tag=along ,urchaser*(, then each of the other shareholders 'the )/ther /wners*( has the right to Transfer to the Tag=along ,urchaser 'based on the same terms and conditions of sale( up to the number of hares e%ual to the product of 'i( the aggregate number of hares to be purchased by the Tag=along ,urchaser and 'ii( the fraction with the numerator being the number of hares owned by such /ther /wner and the denominator being the total number of issued and outstanding hares of the Company" $otwithstanding the above, such terms and conditions of sale shall 'i( re%uire the /ther /wner's( to ma#e its representations and warranties, covenants, indemnities and other agreements severally and not -ointly, 'ii( otherwise limit the liability of any /ther /wner to the purchase price or other consideration received by it in the proposed sale" 5ach of the /ther /wners waives any appraisal, dissenter or similar rights in connection with such sale"

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Status of -#nership upon )eath No Sa"e 'a( The death or dissolution 'each a )Triggering 5vent*( of a hareholder [0ember] 'the )+mpacted /wner*( does not dissolve the Company" >pon the occurrence of a Triggering 5vent, the estate or successor in interest of the +mpacted /wner becomes the assignee to the +mpacted /wner.s interest in the Company, sub-ect to this &greement but succeeding only to the rights of the +mpacted /wner to receive distributions hereunder 'but not any other rights under this &greement(" The estate or sucessor in interest of the +mpacted /wner will not be admitted as a substitute hareholder [or 0ember] in the place of the +mpacted /wner unless 'i( [?: percent] of the remaining hareholders [0embers] consent and 'ii( it complies with the provisions of ection [list section number of )Transferee ub-ect to &greement, discussed below]"

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Status of -#nership upon )eath %andator! Sa"e 'a( The death or dissolution 'each a )Triggering 5vent*( of a hareholder [0ember] 'the )+mpacted /wner*( does not dissolve the Company" >pon the occurrence of a Triggering 5vent, the Company shall purchase all, but not less than all, of the hares owned by such +mpacted /wner at a purchase price determined pursuant to subsection 'b( below" The purchase price per hare is e%ual to the boo# value of the Company divided by the number of hares issued and outstanding on [the last day of the most recently ended financial reporting period for the Company], as determined by the Company.s regular accounting firm using the method of accounting regularly employed by it to maintain the Company.s financial records"

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.ransferees Sub&ect to A reement 'a( &ll hares, including, but not limited to, hares ac%uired after the date of this &greement, are sub-ect to this &greement

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&ny person who becomes a hareholder [0ember] of the Company through the issuance or Transfer [defined in Transfer 2estrictions section above] or a substitute hareholder [0ember] of an +mpacted /wner shall 'i( be sub-ect to this &greement, and 'ii( prior to any such issuance or Transfer, consent to be bound 'if it is not already a party to this &greement( by the terms and conditions of this &greement by executing and delivering to the Company a @oinder &greement in the form attached hereto" &ny purported Transfer 'including, but not limited to, any attempted conversion of an assignee A of an +mpacted /wner.s interest A to a ubstitute hareholder( without compliance with the provisions of this &greement is null and void and of no effect"

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Preemptive Ri hts 'a( +f the Company desires to issue any securities 'the )/ffered ecurities*(, it shall send written notice 'the ),reemptive /ffer $otice*( to each hareholder [0ember] first offering such hareholder [0ember] the right to purchase its ,ro 2ata ,ortion of the /ffered ecurities at the same price and other terms and conditions offered by the Company for the /ffered ecurities" 'i( 1or purposes of this provision, )securities* include shares of stoc# in the Company, or any securities directly or indirectly convertible into, or exercisable or exchangable for, shares of stoc# in the Company" 'ii( 5ach hareholder.s ,ro 2ata ,ortion shall be the number of /ffered ecurities e%ual to the product of 'i( the aggregate number of /ffered ecurities and 'ii( the fraction with the numerator being the number of hares owned by such hareholder and the denominator being the total number of issued and outstanding hares, in each case on the date of the ,reemptive /ffer" 'b( 5ach hareholder has the right 'the ),reemptive 2ight*( to purchase its ,ro 2ata ,ortion of the /ffered ecurities, exercisable by its written notice to the Company no later than [74] days after the ,reemptive /ffer $otice" The hareholders that have timely exercised their respective ,reemptive 2ights, and the Company, shall close such hareholders. purchase of the /ffered ecurities at the principal office of the Company within [64] days after the ,reemptive /ffer $otice"

Additiona" Capita" Contributions 'a( +n the event from time to time that the hareholders [0embers] who hold the power to vote [a ma-ority] of the hares then outstanding determine that additional capital contributions are necessary for the conduct of the Company.s activities, each hareholder shall promptly ma#e a cash contribution to the capital of the Company e%ual to its proportionate share of the re%uired funds" +n the event that any hareholder does not contribute its share of such funds to the Company, the funds advanced by the other hareholders will be regarded as /wner Loans 'defined below("

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-#ner Loans The hareholders [0embers] may from time to time ma#e loans 'the )/wner Loans*( to the Company as authorized by the Board of !irectors [0anagers], with an interest rate and terms and conditions to be mutually agreed between the hareholder ma#ing the /wner Loan and the Board of !irectors" /wner Loans are not capital contributions and do not entitle the hareholders to any increase in their respective shares of the allocation of profits or losses or distributions of the Company" The Company shall ma#e

,age + of +,

principal and interest payments on /wner Loans prior to ma#ing any distributions to the hareholders" -#ner $otin The following actions re%uire the approval of the hareholders holding at least [a ma-ority] [two=thirds] of the hares then outstanding and entitled to vote 'a( 'b( 'c( 'd( 'e( 'f( any material change in the Company.s businessC the sale or other transfer to another person of all or substantially all the Company.s assets or businessC the borrowing of any money or the granting of a material lien or security any ac%uisition, merger, consolidation of other business combination to which the Company or any affiliate is a partyC the decision to consent to or commence a voluntary proceeding under >" " ban#ruptcy lawsC or an initial public offering of the Company"

interest upon any of the Company.s assetsC

Chapter 4: Sale of
Principa" -b"i ations 'a(

oods

The eller shall sell, and the Buyer shall purchase, the goods described in attached 5xhibit [insert 5xhibit number] 'the )Goods*( in accordance with the terms and conditions set forth in this &greement and in each +ndividual Contract" &n +ndividual Contract for the sale and purchase of Goods is deemed made when an order from the Buyer is accepted by the eller" The eller may accept any such order by 'i( dispatching its then current form of ales Confirmation 'a copy of which is attached as 5xhibit [insert 5xhibit number](, or 'ii( shipping the Goods or otherwise substantially beginning performance" 5ach of the Buyer and eller may, for administrative convenience, use its form of ,urchase /rder to place orders or ales Confirmation to confirm orders, respectively, provided, however, that if any [pre= printed] terms in such ,urchase /rders or ales Confirmations conflict with or supplement the terms of this &greement, such conflicting or supplemental terms are null and void, and this &greement shall govern" ub-ect to any provisions in this &greement relating to [annual] 0inimum ,urchase Duantities, the Buyer shall place orders no less fre%uently than [once a calendar month] in the minimum amount of E[insert dollar amount]" &ll orders are sub-ect to acceptance or re-ection by the eller" The Buyer may not cancel, terminate or amend any order which has been accepted by the eller"

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Price The purchase price of the Goods is >" "E[insert dollar amount] 'the ),urchase ,rice*(" The ,urchase ,rice does not include any sales, use, excise or other taxes of any -urisdiction, all of which, if and to the extent applicable, are the responsibility of the Buyer"

,age 2 of +,

Pa!ment .erms 'a( The Buyer shall pay for the Goods as followsF 'i( [34] percent of the ,urchase ,rice upon execution of this &greement, and 'ii( the balance of the ,urchase ,rice net 64 days from the date of delivery of the Goods to the !elivery ,oint" The Buyer shall pay interest on any amount due to the eller which is not paid when due at two percent '3 percent( above the prime rate as declared by [insert name of ban#] prevailing from time to time, or the maximum rate permitted by law, whichever is less" The eller may [may not] set off any amounts due to the eller against any amounts due to the Buyer hereunder" The Buyer may [may not] set off any amounts due to the Buyer against any amounts due to the eller hereunder"

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3uantit! 'a( The eller shall sell, and the Buyer shall purchase, the following %uantities of GoodsF [insert chart listing G>s and corresponding %uantities]"

)e"iver! .erms 'a( The eller shall deliver and the Buyer shall ta#e delivery of the Goods at the [insert location, such as the eller.s warehouse] ')!elivery ,oint*(" >pon such delivery, [title and] all ris# of loss and damage passes to the Buyer" The Buyer shall bear all charges, fees and expenses incurred after delivery to the !elivery ,oint" The eller shall pac# the Goods for delivery to the Buyer in accordance with the customary practices of the eller"

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Acceptance of 4oods5 C"aims for )ama e6 Shortfa""6 etc7 'a( The Buyer ac#nowledges that it will be deemed to have accepted the Goods and to have waived all claims for any defect, damage and<or shortage of the Goods, unless it notifies the eller within [seven '?(] days of delivery of the Goods of any damage to, or shortage or other non=conformity of, the Goods [that is apparant from a commercially reasonable visual inspection], accompanied by satisfactory evidence ')Claim*(" The Buyer shall ma#e payment in full for all Goods as provided in this &greement notwithstanding any Claim 'sub-ect only to the exclusive remedy set forth in subsection 'b( below(, and follow the eller.s instructions regarding the disposal of damaged or non=conforming Goods" +n the event that a Claim is accepted by the eller, the eller shall at its option, and in full settlement of such Claim, repair any defective Goods or replace them with conforming Goods, replenish any shortage, or reimburse the ,urchase ,rice corresponding to the defective Goods or shortfall in Goods 'by set=off or any manner in the eller.s discretion(" The eller shall ma#e delivery of any repaired, replaced or replenished Goods in the same manner as provided herein" ubsection 'b( states the entire liability of the eller, and is the Buyer.s exclusive remedy with respect to any Claim"

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,age 8 of +,

Appointment of )istributor5 .erritor!/Customer Restrictions )istribution A reements on"! 'a( ub-ect to the terms and conditions hereinafter set forth, the eller appoints the !istributor to be its [exclusive] distributor to sell, distribute and mar#et the products described in the attached 5xhibit [insert 5xhibit number] and any modified or replacement models of such products 'collectively, the )Goods*( to customers in [list geographic territory] 'the )Territory*(, and the !istributor accepts such appointment and agrees to act in accordance with this &greement" $otwithstanding the above, the eller expressly reserves the right to sell to the customers in the Territory listed in the attached 5xhibit [list 5xhibit number] 'the )5xcluded Customers*(" The !istributor shall promptly refer to the eller any sales leads it receives or becomes aware of relating to an 5xcluded Customer" The !istributor ac#nowledges and agrees that it is not entitled to any compensation for any sale made to an 5xcluded Customer"

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-ther Provisions Re"atin to the Appointment of a )istributor 'a( The !istributor shall notF 'i( 'ii( solicit orders for or sell the Goods to any person located outside the TerritoryC or sell the Goods directly or indirectly to any entity which it #nows or has reason to #now will resell the Goods outside the Territory" The !istributor shall promptly refer to the eller any in%uiries or orders for the Goods it receives from outside the Territory"

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The relationship of the eller and the !istributor hereunder is that of independent contractors, and neither party is the partner, -oint venturer, employee, franchisee, agent or legal representative of the other party" The !istributor has no authority to assume, incur or create any express or implied warranty, liability or obligation on behalf of the eller" The operations of the !istributor are sub-ect to the sole control of the !istributor" &ll persons employed 'the )!istributor 5mployees*( or retained by the !istributor are deemed employees or representatives of the !istributor, and not of the eller" The !istributor shall, at its own expense, 'i( provide such office space and facilities, and hire and train such !istributor 5mployees or representatives, as may be necessary to carry out its obligations under this &greement, 'ii( cover all !istributor 5mployees under any applicable social benefit laws 'including wor#ers. compensation and applicable state disability insurance(C and 'iii( ma#e any and all payroll deductions and contributions that may be re%uired with respect to the !istributor 5mployees" 5xcept as expressly set forth in attached 5xhibit [insert 5xhibit number], the !istributor is solely responsible for all costs and expenses related to the mar#eting and distribution of the Goods and for performing its obligations hereunder" [The !istributor shall provide proof of performance of all supported mar#eting efforts in form and substance satisfactory to the eller]" The !istributor shall engage in the purchase and sale of the Goods for its own account and bear the credit ris# of sales to its customers 'including approved subdistributors(" The !istributor may appoint subdistributors, provided thatF 'i( such subdistributors are approved in writing by the eller, and 'ii( any subdistribution agreement is coterminous with this &greement" The !istributor shall furnish the following reportsF 'i( 'ii( no later than the 7:th day of each month, a written report on its sales activity in the Territory during the immediately preceding calendar monthC and no later than @uly 7:th and @anuary 7:th of each year, a written report on its sales activity in the Territory during the immediately preceding six '9( month period or calendar year,

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respectively" The !istributor shall include in each report information relating to sales volume to each customer, inventory levels, mar#eting efforts in the Territory, changes in the competitive and regulatory environment in the Territory, and such other information reasonably re%uested by the eller" 'h( The !istributor shall, at its own expense, provide aggressive sales and mar#eting of the Goods in the Territory and superior service and training with respect to the Goods, as well as maintain facilites and the number of fully trained staff necessary to enable it to fulfill its obligations under this &greement"

%inimum Purchase 3uantit! Primari"! Found in )istribution A reements 'a( The !istributor shall purchase not less than the 0inimum ,urchase Duantity of Goods set forth in the attached 5xhibit [insert 5xhibit number] during the corresponding 2elevant ,eriod set forth in such exhibit" +f the !istributor fails to purchase the 0inimum ,urchase Duantity during any 2elevant ,eriod, the eller has the right in its discretion either to 'i( terminate this &greement 'the )Termination 2ight*( or 'ii( convert the !istributor.s exclusive distribution right to a non=exclusive distribution right 'the )Conversion 2ight*(, in either case effective [64] days after the end of said 2elevant ,eriod" &ll rights and remedies provided in this &greement are cumulative and not exclusive of any other rights or remedies that may be available to the parties, whether provided by law, e%uity, statute, in any other agreement between the parties or otherwise" However, the Termination 2ight or the Conversion 2ight is the eller.s exclusive remedy for the !istributor.s failure to purchase the 0inimum ,urchase Duantity during any 2elevant ,eriod"

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:arranties

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The eller warrants to the Buyer that as of the date of shipment, the Goods conform to the eller.s standard specifications for the Goods or to any specifications agreed to in an +ndividual Contract"
TH5 5I,25 J&22&$T+5 , [+1 &$K,] C/$T&+$5! +$ TH+ &G25505$T &25 5ICL> +85 &$! +$ L+5> /1 &LL /TH52 J&22&$T+5 , 5I,25 /2 +0,L+5!, +$CL>!+$G J+TH/>T L+0+T&T+/$ &$K J&22&$TK /1 052CH&$T&B+L+TK /2 1+T$5 1/2 & ,&2T+C>L&2 ,>2,/ 5, 25L&T+$G T/ TH5 > 5 /1 /2 ,521/20&$C5 /1 TH5 G//! " [TH5 G//! &25 B5+$G /L! )& + * &$! )J+TH &LL 1&>LT *"] The Buyer shall 'i( notify the eller within [ten] days after the discovery of any Goods that do not comply with the above warranties, and 'ii( return the defective Goods, shipping and handling charges prepaid by the Buyer, to a location designated from time to time by the eller, together with a statement describing the defect" +f the eller determines that such Goods do not comply with the above warranty, it shall, at its option, 'i( repair or replace the defective Goods or 'ii( repay the portion of the ,urchase ,rice corresponding to the defective Goods" The eller.s option to repair or replace the Goods or repay the portion of the ,urchase ,rice is the Buyer.s exclusive remedy for any cause of action arising under this &greement"

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,age ; of +,

Inte""ectua" Propert! Se""er<s -#nership 'a( The Buyer ac#nowledges that any and all patents, trade secrets, production methods, trademar#s, service mar#s and other intellectual property embodied in, or used in connection with the Goods, including all improvements thereto 'the ) eller +ntellectual ,roperty*(, is the sole property of the eller" The Buyer shall not, directly or indirectly through any other entity, 'i( obtain or attempt to obtain in any country, any right, title or interest in or to any of the eller +ntellectual ,roperty, or 'ii( challenge the eller.s rights, title and interest in the eller +ntellectual ,roperty" The eller does not grant to the Buyer any license or other right to or in respect of any eller intellectual property, except as expressly set forth herein and necessary to carry out the express provisions of this &greement" [!istribution &greements only] The Buyer shall use the trademar#s of the eller only to advertise and promote the sale of the goods in the territory, and only in a manner approved by the eller" The Buyer shall not alter, conceal, move or remove any trademar#s, tradenames or labels attached to the goods"

'b(

'c(

Inte""ectua" Propert! Infrin ement 'a( +n the event of any claim against the Buyer asserting that the Goods infringe any patent, trade secret, trademar#, copyright or other intellectual property right of any third party ')Third ,arty +, 2ights*(, the eller has the option toF '+( procure for the Buyer the right to continue the sale and<or use of the Goods, 'ii( replace or modify the Goods so as not to infringe such Third ,arty +, 2ights, while conforming, as closely as possible, to original specifications 'iii( remove said Goods and refund the corresponding ,urchase ,rice to the Buyer, less depreciation, or 'iv( discontinue the further supply of the Goods without liability" >B 5CT+/$ '&( + +$ L+5> /1 &LL J&22&$T+5 , 5I,25 /2 +0,L+5!, /1 $/$= +$12+$G505$T" TH5 5LL52 !+ CL&+0 &LL >CH J&22&$T+5 /1 $/$= +$12+$G505$T" >B 5CT+/$ '&( T&T5 TH5 5$T+25 L+&B+L+TK /1 TH5 5LL52, &$! + TH5 B>K52. 5ICL> +85 2505!K J+TH 25 ,5CT T/ &$K &LL5G5! /2 &CT>&L +$12+$G505$T /1 TH+2! ,&2TK +, 2+GHT "

'b(

'c(

Liabi"it! Cap The eller.s aggregate cumulative liability to the Buyer or any other person arising out of or relating to this &greement is >" "E [insert dollar amount]" No Conse=uentia" )ama es The eller shall not be liable to the Buyer or any other person for any indirect, incidental, conse%uential or special damages suffered by the Buyer or such other person in connection with or arising from this &greement, any +ndividual Contract, the sale or use of the Goods, [any delay in delivery, damage to, defect, shortage, or nonconformity of the Goods, or any third party claim that the Goods infringe Third ,arty +, 2ights [defined above], including but not limited to, lost revenues or lost profits, whether arising in contract, tort, negligence, strict liability, breach of statutory duty or otherwise, and regardless of any notice of the possibility of such damages"

,age *> of +,

Insurance 'a( The !istributor shall, at its expense, obtain and maintain a comprehensive general liability insurance policy with respect to the Goods and its activities under this &greement 'the ),olicy*(, from an insurer 'the )+nsurer*( and with such policy limits and coverage as may be approved in writing by the eller, including, but not limited to, the re%uirements that '+( the +nsurer be rated )&&&* or better in Best.s +nsurance 2eports, 'ii( the ,olicy names the eller as an additional insured, and 'iii( the ,olicy re%uire at least 64 days prior written notice to the eller of any expiration, cancellation or modification of the ,olicy" The !istributor shall, upon the eller.s re%uest from time to time, forward to the eller certificates evidencing the existence of such ,olicy" The !istributor shall forward to the eller, no less than [94] days before each expiration date of such ,olicy, satisfactory evidence that such ,olicy has been renewed and that the re%uired insurance premiums have been paid"

'b(

.ermination >pon the expiration or termination of this &greement, all of the !istributor.s indebtedness to the eller becomes immediately due and payable without further notice or demand" 1urthermore, the !istributor shall immediatelyF 'a( permanently cease all mar#eting and sales activity of the Goods, including, but not limited to, permanently cease the use of any of the eller.s trademar#s, trade names and other intellectual property rightsC and The !istributor shall immediately return to the eller all originals and copies of all data, drawings, documents, materials, samples and other information obtained or discerned by the !istributor in connection with this &greement" >pon the expiration or termination of this &greement, the eller may engage in any and all dealings with customers who had previous contact and<or dealings with the !istributor, and the !istributor is not entitled to any compensation with respect thereto"

'b(

'c(

Non0competition Primari"! found in )istribution A reements 'a( +n consideration of the [exclusive] engagement of the !istributor under this &greement, the !istributor agrees that during the term of this &greement and for [one '7( year] after the expiration or termination of this &greement, the !istributor shall not '+( mar#et, promote, distribute, act as sales representative for, import or purchase for resale in the Territory any products that compete with the Goods or 'ii( render services to, or become a partner or owner of, any person or entity that engages in or contemplates engaging in the competitive activities described in subsection '+( above" +n the event a court determines this non=compete provision unenforceable as to geographic scope or duration, then the court has the power to reduce the geographic scope or duration to the extent necessary to render the provision enforceable" The !istributor ac#nowledges that the remedies at law for any breach of this provision would be inade%uate and agrees that the eller is entitled to in-unctive relief to enforce any of the provisions of this ,aragraph"

,age ** of +,

Chapter !: Sale of Ser"ices

Principa" -b"i ations Service A reement The ervice ,rovider shall provide the services described in the attached 5xhibit [insert 5xhibit number] 'the ) ervices*( in a competent, professional and faithful manner and in accordance with the terms and conditions set forth in this &greement" Principa" -b"i ations Sa"es Representative A reement The 2epresentative shall, in a competent, professional and faithful manner, promote the sale [lease] of, and solicit orders for, the Goods in the Territory, identify and engage in regular contact with potential and existing customers in the Territory, and perform such other tas#s related to the sales [lease] and mar#eting of the Goods" [The 2epresentative shall close transactions for the sale [or lease] of the Goods in the minimum annual amount of [insert dollar amount or unit %uantities]" Service Fee/Compensation F"at Fee +n full and complete compensation for the performance by the ervice ,rovider of all of its obligations under and sub-ect to the terms and conditions of this &greement, the Company shall pay the ervice ,rovider the following 'against the ervice ,rovider.s invoice and, in case of reimbursable expenses, appropriate original receipts(F 'a( a fee of [insert >" " dollar amount] to be paid in installments in the amounts and by the dates set forth in the attached 5xhibit [insert 5xhibit number]C [alternative 'a( A the Company shall pay the ervice ,rovider monthly in advance a fixed fee at the rate of [insert >" " dollar amount] per monthC] and The Company shall pay the ervice ,rovider for reasonable and necessary expenses incurred by the ervice ,rovider on behalf of the Company with the Company.s prior written approval"

'b(

Service Fee/Compensation Percent Commission ?Sa"es Representative A reement@ 'a( +n full and complete compensation for the performance by the 2epresentative of all of its obligations under and sub-ect to the terms and conditions of this &greement, the Company shall pay the 2epresentative the following 'against the 2epresentative.s invoice and, in case of reimbursable expenses, appropriate original receipts(F 'i( & commission of [insert percent commission rate] of the net invoice amount of the Goods sold to customers in the Territory pursuant to orders solicited by the 2epresentative and accepted by the Company under this &greement" The net invoice amount of the Goods is the gross sales price of the Goods after deducting all freight, handling and insurance charges, sales and other taxes, return credits, allowances, discounts and rebatesC and 2easonable and necessary expenses incurred by the 2epresentative on behalf of the Company with the Company.s prior written approval"

'ii( 'b( 'c(

The 2epresentative is not entitled to any compensation with respect to sales to 'i( any 5xcluded CustomerC 'ii( the 2epresentativeC or 'iii( any person or entity affiliated with the 2epresentative" The 2epresentative agrees that the commission may be reduced from time to time by mutual agreement in order to facilitate the consummation of any given transaction"

,age */ of +,

'd(

The Company has the discretion to determine, in case the efforts of a representative in a certain territory results in an order for the Goods from another territory, the extent to which any commission should be divided between two or more representatives" The commission for an order is deemed earned only upon the Company.s receipt of full and final payment thereof from the customer" +n the event any ad-ustment 'including as the result of a refund( or allowance is made with a customer, the 2epresentative is entitled to commission based only on the finally ad-usted amount, even if a larger amount was previously credited to the 2epresentative" The 2epresentative shall prompty return to the Company any previously paid commission The Company shall pay any commission earned by the 2epresentative per ubsection 'e( above during each [month] by [the 7:th day of the following month] against the presentation of the 2epresentative.s invoice" The Company has made no representation as to any minimum compensation obtainable by the 2epresentative"

'e(

'f(

'g(

Late Pa!ments/Set0-ff 'a( The Company shall pay interest on any amount due to the ervice ,rovider [2epresentative] which is not paid when due at two percent '3 percent( above the prime rate as declared by [insert name of ban#] prevailing from time to time, or the maximum rate permitted by law, whichever is less" The Company may [may not] set off any amounts due to the Company against any amounts due to the ervice ,rovider [2epresentative] hereunder"

'b(

Appointment of Sa"es Representative .erritor!/Customer Restrictions 'a( ub-ect to the terms and conditions hereinafter set forth, the Company appoints the 2epresentative to be its [exclusive] [non=exclusive] sales representative to

solicit orders for the sale of the products described in the attached 5xhibit [insert 5xhibit number] and any modified or replacement models of such products 'collectively, the )Goods*( to customers in [list geographic territory] 'the )Territory*(, and the 2epresentative accepts such appointment" &s such, the 2epresentative shall perform the ervices [described in the ,rincipal /bligations A ales 2epresentative &greement section above]" 'b( $otwithstanding the above, the 2epresentative is not appointed as the sales representative with respect to the customers in the Territory listed in the attached 5xhibit [list exhibit number] 'the )5xcluded Customers*(" The 2epresentative shall promptly refer to the Company any sales leads it receives or becomes aware of relating to an 5xcluded Customer or a customer located outside of the Territory" The 2epresentative ac#nowledges and agrees that it is not entitled to any compensation for any sale made by the Company to an 5xcluded Customer or customer located outside of the Territory" The 2epresentative shall, at its own expense, provide aggressive sales and mar#eting of the Goods in the Territory and superior service and training with respect to the Goods, as well as maintain facilites and the number of fully trained staff necessary to enable it to fulfill its obligations under this &greement"

'c(

,age *, of +,

Independent Contractor Status 'a( The relationship of the ervice ,rovider and the Company hereunder is that of independent contractors, and neither party is the partner, -oint venturer, employee, franchisee, agent or legal representative of the other party" The operations of the ervice ,rovider are sub-ect to the sole control of the ervice ,rovider" &ll persons employed or retained by the ervice ,rovider 'the ) ervice ,rovider ,ersonnel*( are deemed employees or representatives of the ervice ,rovider, and not of the Company" 5xcept as expressly set forth in attached 5xhibit [insert 5xhibit number], the ervice ,rovider is solely responsible for, at its own expense, 'i( providing such office space and facilities, and such ervice ,rovider ,ersonnel 'including their training(, as may be necessary to carry out its obligations under this &greement, 'ii( covering all ervice ,rovider ,ersonnel under any applicable social benefit laws 'including wor#ers. compensation and applicable state disability insurance(C and 'iii( ma#ing any and all payroll deductions and contributions that may be re%uired with respect to the ervice ,rovider ,ersonnel" The ervice ,rovider is not re%uired to wor# during any specified hours or days and is not entitled to any of the Company.s employee or other benefits" The ervice ,rovider confirms that it is the sales representative for numerous products on behalf of third parties" The Company ac#nowledges that the ervice ,rovider is free to engage in these and other activites, provided such activities do not conflict with the ervice ,rovider.s [non=compete and other] obligations under this &greement"

'b(

'c(

-ther Provisions Re"atin to the Appointment of a Sa"es Representative 'a( The 2epresentative shall not solicit orders for the GoodsF 'i( 'ii( from any person located outside the TerritoryC or directly or indirectly from any person which it #nows or has reason to #now will resell the Goods outside the Territory" The 2epresentative shall promptly refer to the Company any in%uiries or orders for the Goods it receives from outside the Territory"

'b(

The 2epresentative has authority to solicit orders only" The 2epresentative has no authority to accept orders or to assume, incur or create any express or implied warranty, liability or obligation on behalf of the Company" &s such, the 2epresentative shall submit %uotations to customers in accordance with prices, terms and conditions specified by the Company, and provide a simple ac#nowledgment of receipt of the customer.s order, but in each instance shall clearly disclose that all matters are sub-ect to final acceptance by the Company" The 2epresentative ac#nowledges and agrees that the Company may in its discretion accept or re-ect in whole or part any order or any other proposed transaction, and that the 2epresentative is not entitled to any compensation for any transaction or part of any transaction that is re-ected by the Company" The Company is not liable to the 2epresentative for the Company.s failure or delay in the performance of any order obtained by the 2epresentative and accepted by the Company" The Company may, without any liability, discontinue or suspend the production, import or sale of, or modify the prices or designs of the Goods 'each a )Change*(" The Company will endeavor to give the 2epresentative prior notice of any such Change, but will have no liability for any failure to provide such notice" The Company will invoice the customers, and all payments for the Goods will be made directly to the Company" The 2epresentative shall direct all customers to ma#e payment directly to the Company" +f the 2epresentative receives payment from a customer, it shall promptly forward

'c(

'd(

,age *1 of +,

such payment 'with appropriate endorsement( to the Company, and ta#e appropriate action acceptable to the Company to correct the customer payment procedures" 'e( The 2epresentative shall furnish the following reportsF 'i( 'ii( no later than the 7:th day of the month, a written report on its sales activity in the Territory during the immediately preceding calendar monthC and no later than @uly 7:th and @anuary 7:th, a written report on its sales activity in the Territory during the immediately preceding six '9( month period or calendar year, respectively" The 2epresentative shall include in each report information relating to sales volume to each customer, mar#eting efforts in the Territory, changes in the competitive and regulatory environment in the Territory, and such other information reasonably re%uested by the Company"

.ermination >pon the expiration or termination of this &greement, the 2epresentative shall immediatelyF 'a( permanently cease all mar#eting and sales activity of the Goods, including, but not limited to, permanently cease the use of any of the Company.s trademar#s, trade names and other intellectual property rightsC and* return to the Company all originals and copies of all data, drawings, documents, materials, samples and other information obtained or discerned by the 2epresentative in connection with this &greement" >pon the expiration or termination of this &greement, the Company may engage in any and all dealings with customers who had previous contact and<or dealings with the 2epresentative, and the 2epresentative is not entitled to any compensation with respect theretoC provided, however, that that the Company shall pay the 2epresentative all compensation accrued prior to the date of termination, minus any set=offs to which the Company may be entitled"

'b(

'c(

Non0Competition +n consideration of the [exclusive] engagement of the 2epresentative under this &greement, the 2epresentative agrees that during the term of this &greement and for [one '7( year] after the expiration or termination of this &greement, the 2epresentative shall not 'i( mar#et, promote, distribute, act as sales representative for, import or purchase for resale in the Territory any products that compete with the Goods or 'ii( render services to, or become a partner or owner of, any person or entity that engages in or contemplates engaging in the competitive activities described in subsection 'i( above" +n the event a court determines this non=compete provision unenforceable as to geographic scope or duration, then the court has the power to reduce the geographic scope or duration to the extent necessary to render the provision enforceable" The 2epresentative ac#nowledges that the remedies at law for any breach of this provision would be inade%uate and agrees that the eller is entitled to in-unctive relief to enforce any of the provisions of this ,aragraph" C"aims of Service Provider Liabi"it! Cap and No Conse=uentia" )ama es 'a( The ervice ,rovider [2epresentative] shall submit to the Company any claim it may have against the Company for money damages, compensation, e%uitable relief or otherwise within [64 days] after the event giving rise to such claim, including detailed documents supporting its claim"

,age *+ of +,

+f the ervice ,rovider fails to timely submit such claim, then it will be deemed to have waived such claim" 'b( 'c( The Company.s aggregate cumulative liability to the ervice ,rovider [2epresentative] or any other person arising out of or relating to this &greement is >" "E[insert dollar amount]" TH5 C/0,&$K H&LL $/T B5 L+&BL5 T/ TH5 528+C5 ,2/8+!52 [25,25 5$T&T+85] /2 &$K /TH52 ,52 /$ 1/2 &$K +$!+25CT, +$C+!5$T&L, C/$ 5D>5$T+&L /2 ,5C+&L !&0&G5 >11525! BK TH5 528+C5 ,2/8+!52 /2 >CH /TH52 ,52 /$ +$ C/$$5CT+/$ J+TH /2 &2+ +$G 12/0 TH+ &G25505$T, TH5 &L5 /2 > 5 /1 TH5 G//! , [&$K !5L&K +$ !5L+852K, !&0&G5 T/, !515CT, H/2T&G5 /2 $/$C/$1/20+TK /1 TH5 G//! , /2 &$K TH+2! ,&2TK CL&+0 TH&T TH5 G//! +$12+$G5 TH+2! ,&2TK +$T5LL5CT>&L ,2/,52TK 2+GHT ], +$CL>!+$G, B>T $/T L+0+T5! T/, L/ T 2585$>5 /2 L/ T ,2/1+T , JH5TH52 &2+ +$G +$ C/$T2&CT, T/2T, $5GL+G5$C5, T2+CT L+&B+L+TK, B25&CH /1 T&T>T/2K !>TK /2 /TH52J+ 5, &$! 25G&2!L5 /1 &$K $/T+C5 /1 TH5 ,/ +B+L+TK /1 >CH !&0&G5 "

Comp"iance #ith La#s 'a( The ervice ,rovider [2epresentative] shall conduct its operations and perform its obligations hereunder at all times in strict compliance with all applicable existing and future laws, rules and regulations" The ervice ,rovider [2epresentative] shall not ma#e any payment or gift, directly or indirectly, which may constitute or may appear to constitute a bribe, #ic#bac# or illegal payment under >nited tates or other applicable laws" The 2epresentative shall not attempt to establish the prices at which any customer or prospective customer may resell the Goods" The 2epresentative ac#nowledges that such customers are free to determine resale prices in their discretion"]

'b(

'c(

Indemnit! The ervice ,rovider [2epresentative] shall indemnify, hold harmless and defend the Company and its subsidiaries, and their respective stoc#holders, officers, directors, employees and agents, in each case past, present, or as they may exist at any time after the date of this &greement 'the )+ndemnified ,arties*(, from and against any and all claims, damages, losses, liabilities and suits 'including, but not limited to, [reasonable] attorney fees and expenses( incurred by the +ndemnified ,arties 'whether actual, contingent, #nown or un#nown( arising out ofF 'a( 'b( 'c( any failure by the ervice ,rovider 'or its agents or employees( to fulfill any of its obligations hereunderC any unlawful act committed by the ervice ,rovider 'or its agents or employees(C or any act, omission or misrepresentation by the ervice ,rovider 'or its agents or employees("

Chapter #: Structuring the Deal

Principa" -b"i ations Confidentia"it!

,age *2 of +,

2ecipient shall #eep confidential all Confidential +nformation and not use Confidential +nformation for any purpose except to [state business purpose, e"g", evaluate the feasibility of entering into an agreement for the purchase of ,iston 2ings from !isclosing ,arty]" Need0to0Ano# '(ception $otwithstanding the above, 2ecipient may disclose Confidential +nformation to its and its affiliates. employees, officers, directors, and agents ')2ecipient !isclosees*( on a strict need=to=#now basis, provided it 'i( causes 2ecipient !isclosees to be bound by confidentiality, non=use and other obligations no less stringent than those contained herein and 'ii( remains liable to !isclosing ,arty for any breaches of such obligations caused by 2ecipient !isclosees" Court0-rdered )isc"osure '(ception $otwithstanding the above, 2ecipient may disclose Confidential +nformation to those persons mandated by court order or otherwise re%uired by law" +n this case, 2ecipient must at its own cost and expense 'i( give prompt written notice to !isclosing ,arty as soon as it receives actual or constructive notice of such re%uirement, 'ii( render assistance to !isclosing ,arty to enable !isclosing ,arty to comply with and<or ob-ect to any such re%uirement, and 'iii( disclose only that portion of such information, and only to those parties, in each case as necessary to comply with such re%uirement, provided that receiving parties agree in writing to be bound by confidentiality obligations no less stringent than those contained herein" )efinition of Confidentia" Information Confidential +nformation includes any information disclosed by !isclosing ,arty to 2ecipient or discerned by 2ecipient, whether in written, tangible or verbal form, including, but not limited to, business, financial, sales, mar#eting and technical information, and the terms and conditions of any business transaction entered into between the parties" $otwithstanding anything herein to the contrary, while !isclosing ,arty has endeavored to include in any information disclosed hereunder, information it believes is suitable for the uses contemplated hereunder, !isclosing ,arty does not ma#e any representation or warranty as to the accuracy or suitability of any information disclosed hereunder" '(ceptions to )efinition of Confidentia" Information 2ecipient.s obligations hereunder shall not apply to any information disclosed or discerned hereunder thatF 'i( 'ii( 'iii( 'iv( is or becomes part of the public domain through no fault of 2ecipientC is already #nown to 2ecipient prior to disclosure, as shown by written records of 2ecipientC becomes #nown to 2ecipient via disclosure from a third party, provided that the third party has the lawful right to ma#e such disclosureC or is independently developed by 2ecipient, as shown by written records of 2ecipient"

,age *8 of +,

'(ceptions to e(ceptions &ny information disclosed is not deemed to be within the above exceptions merely because such items are embraced by more general #nowledge in the public domain or in the possession of 2ecipient" $o combination of features shall be deemed to be within the above exceptions merely because individual features are in the public domain or 2ecipient.s possession unless the combination itself and its principle of operation are in the public domain or 2ecipient.s possession" .erm of Confidentia"it! A reement [!isclosure ,eriod] 2ecipient.s obligations of confidentiality and non=use apply to all Confidential +nformation disclosed or discerned during the [one month] after the execution of this &greement ')!isclosure ,eriod*(" [/bligation ,eriod] 2ecipient.s obligations hereunder shall remain in effect during the !isclosure ,eriod and for a period of [: years] thereafter" Return of Confidentia" Information 2ecipient shall, within [6 days] of !isclosing ,arty.s re%uest, return all Confidential +nformation to !isclosing ,arty, including, but not limited to, any and all copies, reproductions, and notes thereof" No -b"i ation to 'nter into .ransaction $othing in this &greement obligates either party to enter into any transaction with the other party" $o right or license is expressly or implicitly granted to any of !isclosing ,arty.s patent, trademar# or other intellectual property rights by virtue of the parties entering into this &greement" &ny such transaction, including, but not limited to, the licensing of any intellectual property rights, shall be entered into only pursuant to a formal written agreement to be negotiated between and executed by the parties"

Chapter $: %rincipal O&ligations of the Bu'er and Seller

Principa" -b"i ations [&,& version] ub-ect to the terms and conditions of this &greement, on the Closing !ate, ['a(] the eller shall sell, assign, transfer and deliver to the ,urchaser, and the ,urchaser shall purchase and ac%uire from the eller, the &ssets 'defined below( [and 'b( the ,urchaser shall assume and agree to satisfy and discharge the /bligations 'defined below(]" [ ,& version] ub-ect to the terms and conditions of this &greement, on the Closing !ate, the selling toc#holders shall sell, assign, transfer and deliver to the ,urchaser, and the ,urchaser shall purchase and ac%uire from the selling toc#holders, all of their shares of stoc# in the &c%uired Company"

Chapter (: Corporate Assets %urchased

Samp"e Contract '(cerpts Assets ?to Be So"d@

,age *9 of +,

A"ternative * &c%uired &ssets mean all of the eller.s rights to and interests in the following assets and properties, which are owned or leased by the eller and used in the conduct of the BusinessF [list &sset Categories below] A"ternative / &c%uired &ssets mean all of the eller.s rights to and interests in all of the assets and properties, of every character and whether real, personal, tangible, intangible or otherwise, as the same exists on the Closing !ate, which are owned or leased by the eller and used in the conduct of the Business 'other than 5xcluded &ssets( including, but not limited toF [list &sset Categories below] A"ternative , &c%uired &ssets mean all of the eller.s rights to and interests in the following assets and properties, which are owned or leased by the eller and used in the conduct of the BusinessF [list &sset Categories below] 1or purposes of clarification, the &ssets shall not include the 5xcluded &ssets 'defined below(" '=uipment ?and -ther Persona" Propert!@ &ll e%uipment, machinery, parts, furniture, computers, trade fixtures, leasehold improvements and other tangible personal property owned by the eller, and more specifically disclosed in the attached 5xhibit [list 5xhibit number] 'the )&c%uired 5%uipment*(" Inventor! &ll inventory of the eller as of the Closing !ate, which is in [saleable condition], [except the excluded +nventory more specifically disclosed in the attached 5xhibit [list 5xhibit number]] 'the )&c%uired +nventory*(" Accounts Receivab"e &ll accounts receivable of the eller which are outstanding on the Closing !ate [except the 2etained 2eceivables disclosed in the attached 5xhibit [list 5xhibit number]] 'the )&c%uired &ccounts 2eceivable*(" Rea" Propert! &ll of the [ownership rights of the eller in the real property disclosed in the attached 5xhibit 'the )&c%uired 2eal ,roperty*(, as well as all] leasehold interests in the real property 'the )Leased 2eal ,roperty*( disclosed in the attached 5xhibit [list 5xhibit number] 'the )&c%uired 2eal ,roperty Leases*(" The eller has delivered true and complete copies of the all documents evidencing such [ownership and] leasehold interests, including, but not limited to, [deeds of ownership and] the &c%uired 2eal ,roperty Leases"

,age *; of +,

Fi(tures &ll fixtures, leasehold improvements and other fixed assets owned or leased by the eller, or located, affixed, installed in or upon the real property owned or leased by the eller, as more specifically disclosed in the attached 5xhibit [insert 5xhibit number] 'the )&c%uired 1ixtures*(" Contracts &ll contracts and agreements [and commitments] entered into by the eller related to the Business, as more specifically disclosed in the attached 5xhibit [list 5xhibit number] 'the )&c%uired Contracts*(" :arranties &ll written warranties received by the eller in connection with the purchase of items included in the &ssets which have not expired by virtue of their original terms [except as more specifically disclosed in the attached 5xhibit [list 5xhibit number]] 'the )&c%uired Jarranties*(" Persona" Propert! Leases &ll written contracts pursuant to which the eller leases from third party lessors e%uipment and any other personal property, as more specifically disclosed in the attached 5xhibit [list 5xhibit number] 'the )&c%uired ,ersonal ,roperty Leases*(" Inte""ectua" Propert! &ll patents, trademar#s, service mar#s, tradenames, and copyrights 'and applications for any of the above(, trade secrets, proprietary information, processes, formulas, customer lists, and other intellectual property rights of the eller, relating to the Business and<or &ssets, as well as all licenses to use any patents or other intellectual property rights, as more specifically disclosed in the attached 5xhibit [list 5xhibit number] 'the )&c%uired +ntellectual ,roperty*(" Permits &ll permits, government licenses and franchises, zoning variances, and government approvals and authorizations relating to the Business [including, but not limited to, those disclosed in the attached 5xhibit [list 5xhibit number]] 'the )&c%uired ,ermits*(" Records The originals and copies of all records relating to the &ssets and Business, including, but not limited to, customer and vendor lists and information, production records, purchase and sale records, bid documents, financial and tax records, other boo#s, records, and files used in or related to the &ssets and<or the Business, in any paper, tangible or electronic format whatsoever" Prepaid '(penses &ll prepaid expenses, security deposits, deposits and rights to refunds from customers and suppliers relating to the &c%uired &ssets and Business, except for prepaid taxes and tax deposits"

,age /> of +,

4ood#i"" &ll goodwill, if any, associated with eller.s &ssets and Business 'the )&c%uired Goodwill*(" '(c"uded Assets 5xcluded &ssets mean and include all of eller.s rights to and interests in all of the followingF [list 5xcluded &ssets] Cash &ll cash and cash e%uivalents of the eller" Certain Contracts The contracts disclosed in the attached 5xhibit [list 5xhibit number]" Corporate 'ntit! )ocuments/Items The certificate of incorporation, corporate minute boo#, seal, stoc# ledgers and stoc# transfer boo#s, as well as the tax and accounting records of the eller" Insider Loans &ll loans, promissory notes, advances and accounts representing obligations owing to the eller by its shareholders, directors, officers, employees and their affiliates" .a( Ri hts &ll income tax refunds and credits, if any, and any tax loss carryover of the eller" Bn"i=uidated C"aims >nli%uidated tort or other claims of the eller against third parties" APA &ll rights of the eller relating to this &greement"

Chapter )*: Corporate O&ligations Assumed

No -b"i ations/Liabi"ities Assumed [&,& version] 5xcept as otherwise provided in this &greement, the ,urchaser is not assuming and shall not be liable for any commitments, debts, liabilities, obligations or responsibilities of, or claims against, the eller, whether #nown or un#nown, contingent or absolute 'collectively, the )/bligations*( [including, but not limited toF]

,age /* of +,

Se""er<s Conduct &ny /bligation arising from or relating to the eller.s conduct of the Buiness existing or occuring before the Closing !ate" Se""er<s )efau"t &ny /bligation 'a( entered into after the date of this &greement in violation of any of covenant contained in this &greement, or 'b( with respect to which the eller is in default or breach on the Closing !ate" A"ternative Certain -b"i ations Assumed 5xcept as set forth below, the ,urchaser is not assuming and shall not be liable for any commitments, debts, liabilities, obligations or responsibilities of, or claims against, the eller, whether #nown or un#nown, contingent or absolute" The ,urchaser shall assume only the /bligations as set forth below '&ssumed Liabilities(" &s used in this &greement, &ssumed Liabilities shall mean and include the following, as the same may exist on the Closing !ateF Se""er<s Accounts Pa!ab"e eller.s accounts payable to trade creditors" -b"i ations under Assi ned Contracts To the extent legally valid and enforcable in accordance with their respective terms, all obligations and liabilities of the eller under the &c%uired Contracts [contracts assigned or otherwise lawfully transferred to the ,urchaser at Closing], except the contracts listed in the attached 5xhibit [list 5xhibit number]"

Chapter ))
Cash at C"osin [&,& or ,& version] ub-ect to the terms and conditions of this &greement, in consideration of the sale of the &c%uired &ssets [&c%uired toc#], the ,urchaser shall pay to the eller [the selling toc#holders] the aggregate purchase price of [insert dollar amount] 'the ),urchase ,rice*( in cash at the Closing" A"ternative )eferred Pa!ment [&,& or ,& version] ub-ect to the terms and conditions of this &greement, in consideration of the sale of the &c%uired &ssets [&c%uired toc#], the ,urchaser shall pay to the eller [the selling toc#holders] the aggregate purchase price of [insert dollar amount] 'the ),urchase ,rice*(, based on the following payment termsF 'a( 'b( [insert dollar amount] in cash at the ClosingC the balance of [insert dollar amount] in [insert number] installments as set forth below, with each installment evidenced by the ,urchaser.s promissory note 'the ),romissory $ote's(*(, in the form set forth in the attached 5xhibit [insert 5xhibit number"]

[+nsert chart showing installment payment amount and payment dates"]

,age // of +,

A"ternative ?APA@ Cash P"us Assumption of Liabi"ities [&,& version] ub-ect to the terms and conditions of this &greement, in consideration of the sale of the &c%uired &ssets, the ,urchaser shall pay to the eller the aggregate purchase price of [insert dollar amount] 'the ),urchase ,rice*( in cash, and assume the liabilities set forth in attached 5xhibit [list 5xhibit number] 'the )&ssumed Liabilities*(" A""ocation of SPA Purchase Price to Individua" Se""in StocCho"ders The ,urchase ,rice to be paid is allocated among the selling toc#holders as followsF $ame of toc#holder [$ame] [$ame] [$ame] [$ame] [$ame] ,ercent Consideration [34L] [34L] [34L] [34L] [34L]

Chapter )2: +he Closing

C"osin .ime and P"ace [&,& or ,& version] The parties shall cause the closing of the transactions contemplated by this &greement 'the )Closing*( to ta#e place at the offices of [name], [address], at [time] on [date], or at such other place, time and date as the parties agree in writing" +f the Closing does not ta#e place by [insert drop dead date], then the non=defaulting party will, in addition to all other rights and remedies available at law or in e%uity, have the right to cancel and terminate this &greement" Se""er )e"iveries at C"osin &t the Closing, the eller [selling stoc#holders] shall deliver to the ,urchaserF [list documents discussed below] Anci""ar! )ocuments 'a( a [bill or sale, or insert name of other &ncillary !ocument] substantially in the form of attached 5xhibit [list 5xhibit number], fully executed by an authorized officer of the eller"

-fficer and )irector Anci""ar! )ocuments [&,& or ,& version] 5ach officer and director of the eller [&c%uired Company] shall deliver to the ,urchaser at or prior to the Closing the following documents, dated the Closing !ateF 'a( 'b( a resignation [ ,& only] substantially in the form of attached 5xhibit [list 5xhibit number]C a release substantially in the form of attached 5xhibit [list 5xhibit number]C

,age /, of +,

'c( 'd(

a non=competition agreement, substantially in the form of attached 5xhibit [list 5xhibit number]C and [$ote A if applicable to your situation], an employment [consultant] agreement, substantially in the form of attached 5xhibit [list 5xhibit number]"

Contract Consents [&,& or ,& version] The eller [selling toc#holders] shall obtain and deliver to the ,urchaser at or prior to the Closing all consents re%uired for the execution, delivery and performance of this &greement from any party to any contract or understanding to which any or them is a party, or with respect to which any of their respective assets or business is sub-ect" 4overnment Consents [&,& or ,& version] The eller [selling toc#holders] shall at or prior to the Closing, 'a( 'b( file all applications or notices, and obtain all consents in each case, re%uired for the execution, delivery and performance of this &greement, with or from the appropriate government authorities, courts or other tribunals"The eller shall at or prior to the Closing deliver to the ,urchaser copies of all such filings, notices and consents"

Le a" -pinion [&,& or ,& version] The eller [&c%uired Company] and toc#holders shall deliver to the ,urchaser on the Closing !ate the opinion of counsel for the eller [&c%uired Company], dated the Closing !ate, in form and substance satisfactory to counsel for the ,urchaser" Reso"utions The eller [selling toc#holders] shall deliver to the ,urchaser on the Closing !ate copies of all resolutions adopted by the eller.s [&c%uired Company.s] stoc#holders and board of directors relating to the transactions contemplated by this &greement, certified by the ecretary of the eller [&c%uired Company] as being in full force and effect on the Closing !ate" Purchaser )e"iveries at C"osin ?APA or SPA@ &t the Closing, the ,urchaser shall deliver to the eller [selling toc#holders]F [list items or documents] Purchase Price 'a( The ,urchase ,rice pursuant to the terms of ection [list appropriate ,urchase ,rice and ,ayment Terms section number] of this &greementC

,age /1 of +,

Anci""ar! )ocuments 'b( [an assumption agreement, promissory note, or insert name of other &ncillary !ocument] substantially in the form of attached 5xhibit [list 5xhibit number], fully executed by an authorized officer of the eller"

Reso"utions [&,& or ,& version] The ,urchaser shall furnish the eller [selling toc#holder] copies of all resolutions adopted by the ,urchaser.s stoc#holders and board of directors relating to the transactions contemplated by this &greement, certified by the ecretary of the ,urchaser as being in full force and effect on the Closing !ate"*

Chapter )3: ,epresentations and -arranties of the Seller

Surviva" of Representations The representations, warranties, and covenants of the parties contained in this &greement survive the Closing until the date that is [7M months] from the Closing !ate 'the )5nd of urvival !ate*(" $otwithstanding the above, claims arising under the following sections of this &greement survive until the indicated dated" ection number Corresponding 5nd of urvival !ate ection NN [list section number of the seller.s tax representation] ection NN [list section number of the seller.s environmental representations] [List other sections] [+nsert date] [+nsert date] [+nsert date]

ection NN [list section number of the seller.s employee benefit representations] [+nsert date] +n the event that any representation, warranty or covenant becomes the sub-ect of a lawsuit or other proceeding 'including any lawsuit or proceeding involving a third party(, the 5nd of urvival !ate shall be extended until the lawsuit or proceeding 'including appeals( has been finally resolved or settled, and actual payment of any -udgment or settlement has been paid" $either party may ma#e any claim for indemnity under this &greement after the applicable 5nd of urvival !ate" 5ach party waives any right under any applicable statute of limitations to bring any claim after the applicable 5nd of urvival !ate" APA Introductor! Lan ua e The eller represents and warrants to the ,urchaser as followsF SPA Introductor! Lan ua e The toc#holders [-ointly and severally] represent and warrant to the ,urchaser as followsF -r anization5 Po#er6 and Authorit! to Run Business [&,& version] The ellerF

,age /+ of +,

'a( 'c(

is a corporation [limited liablity company, etc"] duly organized, validly existing, and in good standing under the laws of the state of its incorporation [formation]C and has all re%uisite [corporate] power and authority to own, lease, license, and use its assets and to operate its business"

[ ,& version] The &c%uired CompanyF 'a( 'b( is a corporation [limited liablity company, etc"] duly organized, validly existing, and in good standing under the laws of the state of its incorporation [formation]C and has all re%uisite [corporate] power and authority to own, lease, license, and use its assets and to operate its business"

3ua"ification in Forei n Durisdictions [&,& or ,& version] The eller [&c%uired Company] is duly %ualified to do business and is in good standing as a foreign corporation [limited liablity company, etc"] in every -urisdiction in which its ownership, leasing, licensing, or use of its assets or the conduct of its business re%uires such %ualification" Authorit! to Se"" [&,& version] The eller hasF 'a( 'b( 'c( all re%uisite [corporate] power and authority to execute, deliver, and perform this &greementC duly ta#en all necessary [corporate] action to authorize the execution, delivery, and performance of this &greement by the ellerC and duly [authorized], executed, and delivered this &greement"

Consent of .hird Parties to .ransaction [&,& version] 5xcept the consents disclosed in the attached 5xhibit [list 5xhibit number] 'which were duly obtained prior to the execution of this &greement and remain in full force and effect(, no consent of any party to any contract or understanding to which the eller, or with respect to which any of its assets or business, is sub-ect, is re%uired for the execution, delivery, or performance of this &greement" [ ,& version] 5xcept the consents disclosed in the attached 5xhibit 'which were duly obtained prior to the execution of this &greement and remain in full force and effect(, no consent of any party to any contract or understanding to which the &c%uired Company 'or any of its toc#holders(, or with respect to which any of its assets or business, is sub-ect, is re%uired for the execution, delivery, or performance of this &greement" Consent of 4overnment Authorities to .ransaction [&,& or ,& version] 5xcept the consents disclosed in the attached 5xhibit [list 5xhibit number] 'which were duly obtained prior to the execution of this &greement and remain in full force and effect(, no consent of, or filing with, any government authority or any court or other tribunal, is re%uired for the execution, delivery, or performance of this &greement by the eller"

,age /2 of +,

No Conf"ict #ith Corporate )ocuments6 Contracts6 or La#s [&,& or ,& version] The execution, delivery and performance of this &greement will not violate or conflict withF 'a( the organizational documents of the eller [&c%uired Company] 'including, but not limited to, certificate of incorporation, by=laws, shareholders agreement [or list limited liability company agreement, partnership agreement, etc"] of the eller, as the case may be(C any contract, agreement, understanding [or commitment]C or any law, regulation or other rule of any government authority or ruling or other determination of any court or other tribunal, to which the eller, or with respect to which any of its assets or business, is sub-ect"

'b( 'c(

No Liens Resu"tin from .ransaction The execution, delivery and performance of this &greement will not result in the creation of any lien, encumbrance, or other security interest on the assets or property of the eller" [ ,& version] The execution, delivery and performance of this &greement will not result in the creation of any lien, encumbrance, pledge, or other security interest on 'a( the assets or property of the &c%uired Company or 'b( the toc# ac%uired under this &greement" 'nforceabi"it! [&,& or ,& version] This &greement is the legal, valid, and binding obligation of the eller [stoc#holder], enforceable against the eller in accordance with its terms" Capita"ization [ ,& version] The authorized capital stoc# of the &c%uired Company consists of [7444] shares of common stoc#, par value E[7"44] per share 'the )Common toc#*(, of which [:44] shares are outstanding 'the )/utstanding hare's(*(" 5ach /utstanding hareF 'a( 'b( 'c( is validly authorized and issued, fully paid and nonassessableC has not been issued and is not owned or held in violation of any preemptive right of stoc#holdersC and is owned of record and beneficially by the owners set forth in the attached 5xhibit [list 5xhibit number], in each case free and clear of all liens, pledges, stoc#holder agreements, voting trusts and other security interests"

5xcept as set forth above, there are no shares of capital stoc# of the &c%uired Company that are authorized, issued or outstanding" There is no option, warrant, or other security authorized or outstandingF 'd( 'e( which is exercisable or exchangable for, or convertible into, capital stoc# of the &c%uired CompanyC or which calls for the issuance of capital stoc# or any other security or instrument, which is convertible into or exchangeable for capital stoc# of the &c%uired Company"

There is no commitment or plan to issue any of the above"

,age /8 of +,

Financia" Statements [&,& or ,& version] The eller [selling toc#holder] has delivered to the ,urchaser true and correct copies of the following 1inancial tatementsF 'a( 'b( 'c( 'd( audited balance sheet of the eller [&c%uired Company] as of [insert end date of the most recently completed fiscal year]C unaudited balance sheet of the eller as of [insert end date of the most recently completed interim period]C audited statements of income, retained earnings, and changes in financial position of the eller for the year ended [insert end date of the most recently completed fiscal year]C and unaudited statements of income, retained earnings, and changes in financial position of the eller for the months ended [insert end date of a most recently completed interim period]"

The 1inancial tatements delivered aboveF 'a( 'b( have been prepared in accordance with generally accepted accounting principles consistently applied [throughout the periods involved]C and fairly present in all material respects, the financial condition of the eller as of the dates thereof, and the results of operations and changes in financial position of the eller for the time periods indicated"

No %ateria" Adverse Chan e [&,& or ,& version] ince [insert end date of the most recently completed fiscal year or insert end date of the most recently completed interim period], there has been no material adverse change in theF 'a( 'b( financial condition or results of operations of the eller [&c%uired Company]C or assets, business, liabilites, operations or future prospects of the eller"

eller #nows of no facts or circumstances that may in the future have a material adverse affect on 'a( or 'b( above" '(traordinar! .ransactions or 'vents ? enera""!@ [&,& or ,& version] ince [insert end date of the most recently completed fiscal year or insert end date of the most recently completed interim period], the eller [&c%uired Company]F 'a( 'b( 'c( 'd( has conducted every aspect of its business only in the ordinary course and consistent with past practiceC has not entered into any agreement or other understanding, or accepted any purchase order, that it 'or any of the toc#holders( expects will be unprofitableC has not incurred any [extraordinary] loss or damage, whether or not covered by insurance, adversely affecting its business or financial conditionC and has not authorized, declared or paid any dividend or other distribution with respect to, or redemption or other ac%uisition of, any of its capital stoc#"

,age /9 of +,

Liti ation and Investi ations [&,& or ,& version] 5xcept as disclosed in attached 5xhibit [insert 5xhibit number], noF 'a( 'b( lawsuit, litigation, arbitration, mediation, claim or other proceedingC or governmental proceeding or other formal or informal investigationC is pending or threatened against or otherwise affecting the eller [&c%uired Company] or its business or assets"

5xcept as listed in attached 5xhibit [insert 5xhibit number], there is no basis '#nown to the eller( for the initiation of any of the events set forth in 'a( or 'b( above" Bndisc"osed Liabi"ities ?-ther .han .a(es@ [&,& or ,& version] The eller [&c%uired Company] does not have any liabilities or obligations, whether absolute, accrued, contingent or otherwise, except to the extentF 'a( 'b( to which full provision has been made on the balance sheet as of [insert end date of the most recently completed fiscal year or interim period] 'the )Latest Balance heet*(C or incurred after the date of the Latest Balance heet in the ordinary course of business and consistent with past practice"

.a(es [&,& or ,& version] The eller [&c%uired Company]F 'a( has filed within the re%uired time limits all re%uisite federal, state and local tax returns, reports and statements, which are complete and correct in all [material] has paid within the re%uired time limits all taxes and other governmental charges levied upon, or due and payable by, it or with respect to its business, assets, properties or income" has not received any notice from any government authority of any audit or investigation or claim for additional taxes or other governmental chargesC and is not, and its property and assets are not, the sub-ect of any tax audit, investigation or lien imposed by any government authority"

respectsC 'b( 'c( 'd(

Comp"iance #ith La# [&,& or ,& version] The eller [&c%uired Company] is not in breach or violation of anyF 'a( organizational documents of the eller [&c%uired Company] 'including, but not limited to, certificate of incorporation, by=laws, shareholders agreement or limited liability company agreement of the eller, as the case may be(C contract, agreement, understanding [or commitment]C or law, regulation or other rule of any government authority or ruling or other determination of any court or other tribunal, to which the eller, or with respect to which any of its assets or business, is sub-ect"

'b( 'c(

,age /; of +,

'nvironmenta" [&,& or ,& version] 'a( The eller [&c%uired Company] has provided the ,urchaser with true and complete copies of the ,hase + 5nvironmental &ssessment dated [insert date] and all other environmental assessments conducted on the &c%uired 2eal ,roperty 'the )5nvironmental &ssessment's(*(" The eller has provided the ,urchaser with a true and complete copy of all permits 'the )5nvironmental ,ermits*( re%uired by any applicable environmental, health or safety law 'the )5nvironmental Laws*( for the operation of the Business on the &c%uired 2eal ,roperty as presently operated, which 5nvironmental ,ermits are in full force and effect and are listed on the attached 5xhibit [insert 5xhibit number]" 5xcept as disclosed in attached 5xhibit [insert 5xhibit number] [or any 5nvironmental &ssessment], the &c%uired 2eal ,roperty is [, and has at all times been], in compliance with all 5nvironmental Laws" 5xcept as disclosed in attached 5xhibit [insert 5xhibit number] [or any 5nvironmental &ssessment]F 'i( no hazardous or toxic substance or waste that is regulated under any 5nvironmental Law has been generated, stored, transported or released from, in, on, or to the &c%uired 2eal ,ropertyC no order, notification or communication from any government or other entity or person with respect to any violation of or liability under any 5nvironmental Law or 5nvironmental ,ermit, or revo#ing or threatening to revo#e any 5nvironmental ,ermit, has been received by the ellerC no lawsuit, litigation, arbitration, mediation, claim, governmental or other proceeding, or formal or informal investigation is pending [or threatened] against or otherwise affecting the eller or its business or assets, which asserts that the eller has violated any 5nvironmental Law or 5nvironmental ,ermitC and no basis '#nown to the eller( exists for the initiation of any of the events set forth in 'ii( or 'iii( above"*

'b(

'c(

'd(

'ii(

'iii(

'iv(

List of Assets [ ,& version] The attached 5xhibit [insert 5xhibit number] discloses a true and complete list of allF 'a( 'b( tangible assets 'whether real or personal property or otherwise( owned, leased or otherwise usedC patents, trademar#s, service mar#s, tradenames and copyrights 'and applications for any of the above(, and trade secrets, proprietary information, processes, formulas, customer lists and other intellectual property rights owned, licensed or otherwise usedC and contracts, agreements [and commitments] 'the )&c%uired Company.s Contracts*( entered intoC

'c(

in each case, by the &c%uired Company" .it"e to Assets [&,& or ,& version]

,age ,> of +,

'a(

5xcept the assets sub-ect to the ,ersonal ,roperty Leases, 2eal 5state Leases and +ntellectual ,roperty Licenses and the assets disclosed in attached 5xhibit [insert 5xhibit number], the eller [&c%uired Company] has good title to all assets 'whether real or personal property, tangible or intangible or otherwise( owned by it or used in its business, free and clear of all liens, encumbrances and other security interests" >pon the Closing, the ,urchaser will have good and mar#etable title to the &c%uired &ssets, free and clear of all liens, encumbrances and other security interests"

'b(

.it"e to Assets E Ba"ance Sheet [&,& or ,& version] The eller [&c%uired Company] has good title to all the assets which are eitherF 'a( 'b( reflected on its balance sheet as of [insert end date of the most recently completed fiscal year or interim period] 'the )Latest Balance heet*(C or ac%uired after the date thereofC in each case, free and clear of all liens, encumbrances and other security interests, exceptF i 'i( the liens, encumbrances and other security interests reflected in the Latest Balance heetC 'iii( 'ii( as disclosed in the attached 5xhibit [insert 5xhibit number]C or to the extent that such assets are sold or otherwise disposed of in the ordinary course of business after the date of the Latest Balance heet"

Sufficienc! and Condition of Assets [&,& or ,& version] The assets of the eller [&c%uired Company] 'whether real or personal property, tangible or intangible or otherwise( owned, leased, licensed or used by itF 'a( 'b( 'c( constitute all the assets necessary to its business and operationsC are in good and usable condition 'reasonable wear and tear excepted( in the case of tangible assetsC and are uncontested and in good standing in the case of intangible assets"

Inventor! [&,& or ,& version] &ll inventory of the eller [&c%uired Company] isF 'a( 'b( 'c( new, undamaged and not obsoleteC merchantable and fit the particular purposes for which the goods are intended, in the case of finished goodsC and usable for the particular purposes for which the materials are intended, in the case of raw materials and wor#=in=progress"

,age ,* of +,

Accounts Receivab"e [&,& or ,& version] &ll accounts receivable of the eller [&c%uired Company], as reflected on the balance sheet as of [insert end date of the most recently completed fiscal year or interim period] 'the )Latest Balance heet*(, or arising since the date thereofF 'a( 'b( have been collectedC or 'b( are and will be good and collectible,

in each case on the respective due dates and at the aggregate amounts thereof without any right of deduction or offset" Contracts [&,& or ,& version] 'a( 5ach &c%uired Contract [contract to which the &c%uired Company is a party] is the legal, valid, and binding obligation of the eller [&c%uired Company] and each of its counterparties, enforceable against each of them in accordance with its terms" $either the eller nor [to the best of eller.s #nowledge] any of its contract counterparties hasF 'i( # 'iii( breached or defaulted under any such contractC 'ii( given or received any notice of breach, default or termination of such contractC or ta#en any action or inaction that is inconsistent with such contract remaining in full force and effect"

'b(

Inte""ectua" Propert! [&,& or ,& version] 'a( The eller [&c%uired Company] has ta#en all actions necessary to maintain the vailidity and effectiveness of the &c%uired +ntellectual ,roperty [intellectual property owned by the &c%uired Company]" The eller has<is not infringed'ing( or violated'ing( the rights of any third party with respect to any third party patents, trademar#s, service mar#s, tradenames, copyrights, trade secrets, proprietary information, processes, formulas, customer lists or other intellectual property rights 'the )Third ,arty +ntellectual ,roperty 2ights*(" The eller has not received actual or constructive notice of any alleged infringment of any Third ,arty +ntellectual ,roperty 2ights" The eller has not received actual or constructive notice of any third party challenge to the validity or enforceability of the &c%uired +ntellectual ,roperty" [To the best of eller.s #nowledge,] there is no infrigement or violation by others of the eller.s rights in the &c%uired +ntellectual ,roperty"

'b(

'c( 'd( 'e(

Rea" 'state [&,& or ,& version]

,age ,/ of +,

'a(

The eller [&c%uired Company] does not own any real property or interest in real property" The Leased 2eal ,roperty constitutes all the real property used or occupied by the eller in connection with its business" 5xcept for the &c%uired 2eal ,roperty Leases, the eller is not a party to any lease, sublease or other arrangement as lessor, sublessor, tenant, subtenant or other occupant arrangement in connection with any real property" 5xcept as disclosed in attached 5xhibit [insert 5xhibit number], no condemnation, eminent domain or similar proceeding is pending or threatened in connection with the Leased 2eal ,roperty"

b(

'mp"o!ee Benefit P"ans [&,& or ,& version] 'a( &ttached 5xhibit [insert 5xhibit number] lists all employee benefit plans, programs and arrangements, whether formal or informal, contributed to, maintained or sponsored by the eller [&c%uired Company] or any of its affiliates 'the )Group Companies*(, or with respect to which any of the Group Companies has any obligations, including, but not limited to, %ualified and non%ualified plans, defined benefit, defined contribution, and )employee benefit plans* as defined by the 5mployee 2etirement +ncome ecurity &ct of 7O?;, as amended ')52+ &*( 'the )Benefit ,lan's(*(" The eller has provided the ,urchaser with true and complete copies of the following documents with respect to each Benefit ,lan, 'i( the Benefit ,lan document, 'ii( annual report's( 'e"g", 1orm ::44( for the previous [insert number of] years, 'iii( summary plan descriptions and summaries of material modifications, 'iv( trust agreement, 'iv( actuarial report and data prepared for the previous [insert number of] years and 'vi( all notices, orders, filings and other written communications between the eller or plan administrator and the relevant government authorities, including, but not limited to, the most recent determination letter issued by the +nternal 2evenue ervice with respect to any Benefit ,lan intended to be %ualified under the +nternal 2evenue Code" 5xcept as disclosed in attached 5xhibit [insert 5xhibit number], the eller has made all contributions re%uired under all Benefit ,lans and has performed all obligations re%uired to be performed under the Benefit ,lans" 5xcept as disclosed in attached 5xhibit [insert 5xhibit number], no compensation or benefit under any Benefit ,lan will become accelerated, accrued, payable or increased as a result of the execution, delivery or consumation of the transactions contemplated by this &greement, including, but not limited to, in connection with any termination of employment underta#en in connection therewith" 5xcept as disclosed in attached 5xhibit [insert 5xhibit number], none of the Benefit ,lan documents referred to in ubsection 'b( above or in any formal or informal communication to the eller.s employees restricts the eller from terminating or amending any Benefit ,lan" 5xcept as disclosed in attached 5xhibit [insert 5xhibit number], each Benefit ,lan covers only employees of the eller 'or former employees of the eller("

'b(

'c(

'd(

'e(

'f(

Labor %atters [&,& or ,& version]

,age ,, of +,

'a(

The eller [&c%uired Company] is not a party to any collective bargaining agreement" $o employee or group of employees of the eller is represented by any labor union or other employee organization" The eller is not the sub-ect of any pending [or threatened] labor union demand for recognition, organization effort or election activity" There is no pending [or threatened] labor stri#e, loc#out or wor# stoppage or slowdown affecting the eller" There is no unfair labor practice claim, grievance or complaint pending [or threatened] against the eller before the $ational Labor 2elations Board or any 1ederal, state or local agency" The execution and delivery of this &greement and the consummation of the transactions contemplated hereby will not re%uire any notification to employees or constitute a plant closing or mass layoff under the Jor#er &d-ustment and 2etraining $otification &ct ')J&2$*("

'b( 'c(

'd(

No BroCers [&,& or ,& version] 'a( $o bro#er, finder or other financial consultant has acted on behalf of the eller [&c%uired Company or selling toc#holders] in connection with the transactions contemplated by this &greement" There are no claims for bro#er or finders. fees, commissions or similar compensation in connection with the transactions contemplated by this &greement"

'b(

BroCers A"ternative The eller [selling toc#holders] has entered into an agreement with [name of bro#er or finder] 'the )Bro#er*( pursuant to which it has agreed to be solely responsible to pay the Bro#er a commission or fee in connection with the transactions contemplated by this &greement 'the )Bro#er.s Commission*(" /ther than set forth above, 'a( $o bro#er, finder or other financial consultant has acted on behalf of the eller [&c%uired Company or selling toc#holders] in connection with the transactions contemplated by this &greementC and There are no claims for bro#er or finders. fees, commissions or similar compensation in connection with the transactions contemplated by this &greement"

'b(

Fu"" )isc"osure [ ,& version] The representations and warranties of the selling toc#holders contained in this &greement, or any other contracts or agreements entered into or certificates or other documents furnished in connection with the transactions contemplated by this &greement [or any statements made or documents furnished in connection with the negotiation of the transactions contemplated by this &greement] do not contain any untrue statement of a material fact or omit to state a material fact necessary to ma#e such statements, in light of the circumstances in which they were made, not misleading"

,age ,1 of +,

Sandba

in

[&,& or ,& version] [&lternative '&ctual Gnowledge !efence(] A $othing contained in this &greement is deemed to limit the right of the eller [any selling toc#holder] to avail itself of any defense available under applicable law based on the ,urchaser.s #nowledge of the existence of a misrepresentation by the eller prior to the Closing" [&lternative '&llows andbagging(] A The eller ac#nowledges that the ,urchaser has entered into this &greement in express reliance upon the representations and warranties of the eller" The representations and warranties of the eller are not affected or deemed waived by reason of 'i( any investigation made or failure to investigate by or on behalf of the ,urchaser, or 'ii( any allegation that the ,urchaser 'or its attorneys and advisors( #new or should have #nown that any such representation or warranty is or might be inaccurate or untrue" [&lternative '&nti= andbagging(] A The ,urchaser 'i( ac#nowledges that it has had the opportunity to conduct due diligence prior to the Closing, and #nows of no breach by the eller of this &greement or any document entered into in connection therewith, and 'ii( waives any and all rights and remedies against the eller under this &greement, or available at law or in e%uity, arising from the breach of any representation or warranty of the eller hereunder, but only to the extent [the eller demonstrates that] the ,urchaser 'or its attorneys or advisors( had actual #nowledge [#new or should have #nown] 'regardless of whether the ,urchaser conducted ade%uate due diligence( that such representation or warranty is [or might be] inaccurate or untrue"

Chapter )4: ,epresentations and -arranties of the Bu'er

-r anization5 Po#er and Authorit! to Run Business The ,urchaserF 'a( 'b( is a corporation [limited liablity company, etc"] duly organized, validly existing, and in good standing under the laws of the state of its incorporation [formation]C and has all re%uisite [corporate] power and authority to own, lease, license, and use its assets and to operate its business"

Authorit! to Bu! The ,urchaser hasF 'a( 'b( 'c( all re%uisite [corporate] power and authority to execute, deliver, and perform this &greementC duly ta#en all necessary [corporate] action to authorize the execution, delivery, and performance of this &greement by the ,urchaserC and duly [authorized], executed, and delivered this &greement"

'nforceabi"it! This &greement is the legal, valid, and binding obligation of the ,urchaser, enforceable against the ,urchaser in accordance with its terms"

,age ,+ of +,

Securities La#s [ ,& version] The ,urchaserF 'a( 'b( is ac%uiring the &c%uired toc# for its own account, and not for the account of others, and for investment and not with a view to the distribution thereofC understands that it may not sell or otherwise dispose of such shares of stoc# without registration under, or an exemption from the registration re%uirements of, the ecurities &ct of 7O66 'the ) ecurities &ct*(C and has access to the #ind of financial and other information about the &c%uired Company that would be contained in a registration statement filed under the ecurities &ct"

'c(

Chapter )!: Affirmati"e Co"enants and .egati"e Co"enants

Access [&,& or ,& version] The eller [&c%uired Company and the selling toc#holders] covenant with the ,urchaser that from the date of this &greement until the Closing !ateF [&,& or ,& version] The eller shall [selling toc#holder shall use and shall cause the &c%uired Company to]F 'a( 'b( 'c( grant the employees and other representatives of the ,urchaser free and full access to the facilities, personnel, boo#s and records of the ellerC furnish the ,urchaser with such additional information related to the eller as the ,urchaser may from time to time [reasonably] re%uestC and permit the ,urchaser to copy any and all documents and records referenced above"

Consummation of A reement [&,& or ,& version] The eller shall use [selling toc#holders shall use and shall cause the &c%uired Company to use] its best efforts to ta#e all actions, including, but not limited to, filing all such notices and obtaining all such consents, necessary to consummate the Closing of the transactions contemplated under this &greement within the time frame contemplated hereunder" Conduct of Business [&,& or ,& version] eller shall [selling toc#holder shall cause the &c%uired Company to]F 'a( 'b( conduct its business diligently in the ordinary course of business consistent with past practiceC use its [reasonable] best efforts to preserve its business and the goodwill associated with the business

Notice of Chan es [&,& or ,& version] The eller shall [selling toc#holders shall or shall cause the &c%uired Company to] promptly notify the ,urchaser of any facts or circumstances 'or threatened circumstances #nown to it( that if existing on the 5xecution !ate would have been re%uired to be disclosed in this &greement or any 5xhibit to this &greement"

,age ,2 of +,

Chapter )#: Closing Conditions

C"osin Conditions The obligations of the ,urchaser under this &greement are sub-ect to the following conditions 'the )Closing Conditions*(F [list closing conditions] Representations and :arranties FBrin )o#nG [&,& or ,& version] &ll representations and warranties of the eller [&c%uired Company] or any toc#holder contained in this &greement [or in any exhibit hereto or in any other document delivered pursuant hereto] shall have been or will be [materially] accurate 'a( 'b( when madeC and as of the Closing as though such representations and warranties were then made by eller [&c%uired Company] or such toc#holder"

The ,urchaser shall have received a certificate dated as of the Closing !ate and signed by the chief executive officer of the eller [&c%uired Company] and by each toc#holder certifying the above" Comp"iance #ith Covenants [&,& or ,& version] &s of the Closing, the eller [&c%uired Company] and toc#holders shall have complied with all covenants and satisfied all conditions re%uired under this &greement" The ,urchaser shall have received a certificate dated as of the Closing !ate and signed by the chief executive officer of the eller [&c%uired Company] and by each toc#holder certifying the above" No Le a" and 4overnment Action [&,& or ,& version] There shall not have beenF 'a( 'b( 'c( instituted or threatened any litigation or other legal proceedingC proposed, enacted or promulgated any law, regulation or other rule of any government authorityC or entered or enforced any ruling or other determination of any court or other tribunal, in any case which 'i( 'ii( prohibits, delays or see#s to prohibit, delay or otherwise challenge the execution, delivery and performance of this &greementC or imposes or see#s to impose monetary or other penalties or damages with respect thereto"

Contract Consents [&,& or ,& version] The eller [ elling toc#holder] shall have obtained at or prior to the Closing all consents re%uired for the execution, delivery and performance of this &greement from any party to any contract or understanding to which any or them is a party, or with respect to which any of their respective assets or business is sub-ect"

,age ,8 of +,

4overnment Consents [&,& or ,& version] The eller [ elling toc#holder] shall have, at or prior to the Closing, 'a( 'b( filed all applications or notices, and obtained all consents in each case re%uired for the execution, delivery and performance of this &greement, with or from the appropriate government authorities, courts or other tribunals"

Anci""ar! )ocuments [&,& or ,& version] The eller [selling toc#holders] shall have delivered to the ,urchaser at or prior to the Closing all the documents re%uired to be delivered at the Closing by the eller pursuant to this &greement" Financin [&,& or ,& version] The ,urchaser shall have received by the Closing !ate a loan in the amount of at least >" "E[insert amount] in immediately available funds from a ma-or financial institution [or list the name of the financial institution] 'the )Lender*( upon terms and conditions at least as favorable to the ,urchaser as those set forth in the attached 5xhibit [insert 5xhibit number]" -ther )ocuments/Actions [&,& or ,& version] The eller [selling toc#holders] shall have delivered to the ,urchaser at or prior to the Closing such certificates and other documents, and ta#en such other actions, as the ,urchaser may reasonably re%uest to enable the ,urchaser to verify compliance with these Closing Conditions" C"osin Conditions of the Se""er [&,& or ,& version] The obligations of the eller [selling toc#holders] under this &greement are sub-ect to the following conditions 'the )Closing Conditions*(F [list Closing Conditions] Representations and :arranties [&,& or ,& version] &ll representations and warranties of the ,urchaser contained in this &greement [or in any exhibit hereto or in any other document delivered pursuant hereto] shall have been or will be [materially] accurate 'a( 'b( when madeC and as of the Closing as though such representations and warranties were then made by the ,urchaser"

The eller shall have received a certificate dated as of the Closing !ate and signed by the chief executive officer of the ,urchaser certifying the above" Comp"iance #ith Covenants and No Le a" and 4overnment Action &s of the Closing, the the ,urchaser shall have complied with all covenants and satisfied all conditions re%uired under this &greement" The seller shall have received a certificate dated as of the Closing !ate and signed by the chief executive officer of the the ,urchaser certifying the above"

,age ,9 of +,

There shall not have been 'a( 'b( 'c( instituted or threatened any legal proceedingC proposed, enacted or promulgated any law, regulation or other rule of any government authorityC or entered or enforced any ruling or other determination of any court or other tribunal, in any case which 'i( 'ii( prohibits, delays or see#s to prohibit, delay or otherwise challenge the execution, delivery and performance of this &greementC or imposes or see#s to impose monetary or other penalties or damages with

respect thereto"

Chapter )(: Loan %a'ment /ssues

Advances .erm Loan 'a( ub-ect to the terms and conditions of this &greement, the Lender shall ma#e a term loan in the principal amount of [insert dollar amount] 'the )Term Loan*(" The Lender shall ma#e the Term Loan in a single advance on the Closing !ate" [1or purposes of clarification, the Term Loan is a term loan pursuant to which] amounts repaid may not be reborrowed" The Borrower shall execute and deliver a promissory note as evidence of its obligation to repay the Term Loan with interest, in the form attached to this &greement as 5xhibit [insert 5xhibit number] 'as amended or renewed, the ),romissory $ote*("

'b(

Advances Revo"vin Credit Faci"it! 'a( ub-ect to the terms and conditions of this &greement, the Lender shall ma#e an unsecured revolving loan facility 'the )2evolving Credit 1acility*( available to the Borrower, pursuant to which the Lender shall ma#e &dvances in such amounts as the Borrower may from time to time re%uest during the period from the [+nitial] Closing !ate until, but not including, the Commitment Termination !ate" $otwithstanding the above, the aggregate principal balance of all outstanding &dvances at any time shall not exceed the Commitment" 1or purposes of clarification, the 2evolving Credit 1acility is a revolving credit facility pursuant to which and sub-ect to the terms and conditions of this &greement, the Borrower is permitted from time to time to re%uest &dvances, ma#e prepayments and re%uest additional &dvances" The Borrower shall execute and deliver a promissory note as evidence of its obligation to repay all &dvances with interest, in the form attached to this &greement as 5xhibit [insert 5xhibit number] 'as amended or renewed, the ),romissory $ote*(" &ny unpaid principal and all accrued but unpaid interest hereunder shall be payable on the Commitment Termination !ate"

'b(

Fi(ed Interest The unpaid principal balance of the Loan [any &dvance] accrues interest from the &dvance !ate to the date repaid at the fixed rate of [insert percent rate] per annum 'the )+nterest 2ate*(" +nterest will be computed on the basis of a [694] day year [and assessed] for the actual number of days elapsed"

,age ,; of +,

F"oatin Interest A"ternative The unpaid principal balance of any &dvance accrues interest from the &dvance !ate to the date repaid at a fluctuating rate per annum e%ual to the ,rime 2ate in effect from time to time plus [insert percent rate] 'the )+nterest 2ate*(" 5ach change in the ,rime 2ate becomes effective on the date such change is announced within the Lender" +nterest will be computed on the basis of a [694] day year and assessed for the actual number of days elapsed" )efau"t Interest Fi(ed Rate Loan &mounts not paid when due hereunder, whether by scheduled maturity, notified prepayment, acceleration or otherwise, accrues default interest up to 'but not including( the date of actual payment [after as well as before -udgment] at a rate per annum e%ual to [insert percent rate] 'the )!efault +nterest 2ate*(" +nterest will be computed on the basis of a [694] day year and assessed for the actual number of days elapsed" The Borrower shall pay such overdue amounts, including default interest, upon demand" )efau"t Interest F"oatin Rate Loan &mounts not paid when due hereunder, whether by scheduled maturity, notified prepayment, acceleration or otherwise, accrues default interest up to 'but not including( the date of actual payment [after as well as before -udgment] at a rate per annum e%ual to the ,rime 2ate in effect from time to time plus [insert percent rate] 'the )!efault +nterest 2ate*(" +nterest will be computed on the basis of a [694] day year and assessed for the actual number of days elapsed" The Borrower shall pay such overdue amounts, including default interest, upon demand" Bsur! $otwithstanding anything in this &greement to the contrary, the Borrower is not obligated to pay interest to the extent that it exceeds the interest that would be payable at the maximum rate permitted by law 'the )0aximum 2ate*(" &ny such excess interest is cancelled automatically" +f the Borrower has previously paid any such excess interest payment, the Lender shall, in its discretion, refund to the Borrower any such excess or apply any such excess to the outstanding amount of the Loan" Pa!ments .erm Loan The Borrower shall 'i( repay principal and pay interest on the Loan in [insert number] e%ual monthly installments, on the [first, last, 7:th, etc"] day of each calendar month [%uarter, etc"] commencing on [insert date], and 'ii( repay the remaining principal balance of the Loan, together with accrued interest on [insert the 0aturity !ate]" Prepa!ments -ptiona" .erm Loan The Borrower may prepay the outstanding principal balance of the Loan, in whole, or from time to time in part, together with accrued interest, without the payment of any premium or penalty" The Lender shall apply any such prepayment to the payment of 'i( first, unpaid fees and expenses, 'ii( second, accrued interest, and 'iii( the balance to the outstanding principal of the amount of Loan in the inverse order of maturity" The Borrower shall 'i( give the Lender at least [insert number] days prior written notice of its election to prepay 'including the date and amount of prepayment(, and 'ii( ma#e any partial prepayment in the minimum principal amount of [insert dollar amount]"

,age 1> of +,

Prepa!ments %andator! >pon the occurrence of [list events] 'a )0andatory ,repayment 5vent's(*(, the Lender shall no longer have the obligation to ma#e any &dvances of the Loan, and the Borrower shall immediately prepay the outstanding principal balance of the Loan, together with all accrued interest and fees" Prepa!ments %andator! Revo"vin Borro#in Base The Borrower shall, without notice or demand, immediately prepay the portion of the Loan to the extent that the outstanding principal balance of all Loan &dvances exceeds the Borrowing Base" The Lender shall apply any prepayment received by it to the indebtedness in such order and in such amounts as it determines in its discretion" Commitment Fee Revo"vin Credit Faci"it! !uring the period the Commitment remains in effect, the Borrower shall pay the Lender a commitment fee 'the )Commitment 1ee*( on the average daily unused portion of the Commitment, the Commitment 1ee to be calculated at the rate per annum e%ual to [insert the rate, typically a fraction of one percent]" The Borrower shall pay the Commitment 1ee in arrears on a %uarterly basis, commencing on [date] and %uarterly thereafter on the [indicate day] of each [calendar %uarter], with the final payment due on the date the Commitment terminates" Faci"it! Fee Revo"vin Credit Faci"it! or .erm Loan !uring the period the Commitment remains in effect, the Borrower shall pay the Lender a facility fee 'the )1acility 1ee*( on the average daily amount of the Commitment 'regardless of usage(, the 1acility 1ee to be calculated at the rate per annum e%ual to [insert the rate, typically a fraction of one percent]" The Borrower shall pay the 1acility 1ee in arrears on a %uarterly basis, commencing on [date] and %uarterly thereafter on the [indicate day] of each [calendar %uarter], with the final payment due on the date the Commitment terminates" C"osin Fee Revo"vin Credit Faci"it! or .erm Loan /n or prior to the Closing !ate, the Borrower shall pay the Lender a fully earned and non=refundable closing fee 'the )Closing 1ee*( e%ual to [insert dollar amount]" )efau"ts and 'vents of )efau"t Revo"vin Credit Faci"it! or .erm Loan 5ach of the following constitutes an 5vent of !efaultF 'a( 'b( The Borrower fails to ma#e any payment when due of principal, interest, fees or any other amount due hereunder or under any ,romissory $oteC or &ny representation or warranty when made or deemed made in any of the Loan !ocuments [note A defined as the Loan &greement, ,romissory $otes, Guaranty, security agreements and any other documents entered into in connection with the loan] proves to be false or misleading [in any material respect]C or

,age 1* of +,

'c( 'd(

The Borrower fails to comply with any covenant contained in sections [insert section numbers of no=grace period covenants] of this Loan &greementC or The Borrower fails to comply with [any other covenant contained in this Loan &greement] [any covenant contained in sections [insert section numbers of grace period covenants] of this Loan &greement], and does not cure that failure within [insert grace period] days after written notice from the LenderC or The Borrower becomes insolvent or ma#es an assignment for the benefit of creditors, files a petition in ban#ruptcy, insolvency, receivership or for other relief under any ban#ruptcy law or law for the relief of debtors or has any such petition filed against it [which is not discharged within sixty '94( days of the filing thereof], or dissolves, is li%uidated or ceases to do business" The Borrower [or any Guarantor]F 'i( fails to ma#e payment of any principal, interest, fees or other amounts owed with respect to any !ebt 'defined as other than the indebtedness under this Loan &greement( having an aggregate principal amount of more than [insert dollar amount], beyond any grace period provided with respect thereto 'whether by scheduled maturity, mandatory prepayment, acceleration, demand, or otherwise(C or fails to perform any term, covenant or agreement contained in any agreement, document or instrument evidencing or securing any such !ebt, beyond any period of grace provided with respect thereto, and the Borrower [or Guarantor] has been notified by the creditor of such defaultC and the effect of any such failure is to cause, or permit such creditors [or trustees] to cause, any payment of such !ebt to become due prior to its due date 'whether by mandatory prepayment, acceleration, demand or otherwise(" a lawsuit, litigation, arbitration, mediation, claim or other proceeding or governmental proceeding or other formal or informal investigation is filed against the Borrower [or any Guarantor] where the amount claimed is [insert dollar amount] or moreC a -udgment is entered against the Borrower or any GuarantorC or any government authority ta#es action that materially adversely affects the Borrower.s [or Guarantor.s] ability to repay the loan or satisfy its obligations under any of the Loan !ocuments [note = defined to include the Loan &greement, ,romissory $otes, Guaranty or any document entered in connection with the loan]"*

'e(

'f(

'ii(

'g(

&ny of the following ta#es placeF 'i(

'ii( 'iii(

'h( 'i(

The Lender fails to have an enforceable first=priority security interest in any property given as security for any LoanC or & default or an 5vent of !efault occurs under any of the Loan !ocuments 'as defined in that document, sub-ect to applicable notice and cure periods("

'vent of )efau"t Remedies Revo"vin Credit Faci"it! or .erm Loan >pon the occurrence of an 5vent of !efault, the Lender may, at its option and without notice, exercise any and all of the following rights and remedies 'in addition to any other rights and remedies available to it(F 'a( declare immediately due and payable all unpaid principal of, together with accrued interest and all other sums payable under, this Loan &greement or under the ,romissory $otes, and all such amounts hereunder or under the ,romissory $otes are thereupon immediately due and payable

,age 1/ of +,

without presentment or other demand, protest, notice of dishonor or any other notice of any #ind, all of which are hereby expressly waivedC 'b( 'c( 'd( terminate the Commitment [2evolving Line of Credit]C refuse to ma#e any &dvances hereunderC or in addition to any other rights provided by law, exercise all of its rights or remedies under the Loan !ocuments"

Chapter 2*: ,epresentations0 -arranties0 and Co"enants

Introductor! Lan ua e ?Covenants@ 1or as long as the Commitment remains in effect or any obligation under this Loan &greement or any ,romissory $ote remains outstanding, the Borrower shall comply with the following covenants" Financia" Reports 'a( The Borrower shall furnish to the Lender, no later than [;:] days after the end of each of the first three '6( %uarters of the Borrower.s fiscal year, a balance sheet of the Borrower as of the end of such %uarter and a statement of income, retained earnings, and changes in financial position for such %uarter" '-( be in reasonable detail and with all supporting documents, including, but not limited to, all notesand schedulesC 'ii( be prepared in accordance with generally accepted accounting principles consistently applied [throughout the periods involved]C 'iii( be certified to be in compliance with this section by the chief financial officer of the BorrowerC and 'iv( fairly present in all material respects, the financial condition of the Borrower as of the dates thereof, and the results of operations and changes in financial position of the Borrower for the time periods indicated" 'b( The Borrower shall furnish to the Lender, no later than [O4] days after the end of the Borrower.s fiscal year, a balance sheet of the Borrower as of the end of such fiscal year and a statement of income, retained earnings, and changes in financial position for such fiscal year" 'i( 'ii( 'iii( be in reasonable detail and with all supporting documents, including, but not limited to, all notes and schedulesC be prepared in accordance with generally accepted accounting principles consistently appliedC and fairly present in all material respects, the financial condition of the Borrower as of the dates thereof, and the results of operations and changes in financial position of the Borrower for the time periods indicated"

The Borrower shall cause such financial statements toF

The Borrower shall cause such financial statements toF

The Borrower shall cause such financial statements to be audited and certified by [insert name of accounting firm] or other independent certified public accountant satisfactory to the Lender, and be accompanied by an un%ualified opinion of such accounting firm satisfactory to the Lender"

,age 1, of +,

Inspections 'a( The Borrower shall permit the Lender and any duly authorized representatives thereof, upon reasonable notice to the Borrower and at the Borrower.s [reasonable] expense and during the Borrower.s normal business hours, toF 'i( 'ii( 'iv( 'b( examine and ma#e copies and ta#e notes of the Borrower.s boo#s and recordsC visit the Borrower.s offices, facilities and other propertiesC and discuss the Borrower.s business and finances with any responsible officer of the Borrower and the Borrower.s independent certified public accountant"

$otwithstanding the above, so long as no !efault or 5vent of !efault has occurred and is continuing, the Borrower shall not be re%uired to pay the expenses of more than one '7( visit per fiscal year, or pay more than [insert dollar amount] in the aggregate for all such visits during such fiscal year"

%aintain Corporate '(istence The Borrower shall preserve and maintain its [and each of its ubsidiaries.]F 'a( 'b( existence and good standing in its state of incorporation [formation A for LLCs]C and %ualification and good standing in each other -urisdiction [in which the failure to so %ualify would reasonably be expected to have a material adverse effect on its financial condition or results of operations, or its assets, business, liabilites, operations or future prospects]"

%er ers and Sa"e of Business .ransactions ?a Ne ative Covenant@ The Borrower shall not enter into any transaction 'or series of related transactions( toF 'a( 'b( 'c( 'd( 'e( sell, transfer or dispose of all or substantially all of its assets to any other personC ac%uire all or substantially all the assets of any other personC merge or consolidate itself with or into any other personC merge or consolidate any other person into itselfC or li%uidate, wind up or dissolve itself 'or allow itself to become the sub-ect of an involuntary li%uidation, winding up or dissolution("

[List exceptions, for example] $otwithstanding the above, the Borrower may enter into a transaction with any of its wholly=owned subsidiaries to merge such subsidiary into it or transfer to it the assets of such subsidiary" %aintain Business The Borrower shall continue to engage primarily in the businesses being conducted on the date of this Loan &greement, businesses reasonably related or incidental thereto as well as reasonable expansions and extensions of such businesses"

,age 11 of +,

%aintain Assets The Borrower shall, in accordance with customary and prudent business practicesF 'a( maintain all of its tangible and intangible assets and property [necessary for its business] in good repair, wor#ing order and condition, reasonable wear and tear excepted, other than with respect to assets disposed of in the ordinary course of businessC and from time to time ma#e or cause to be made all needed renewals, replacements and repairs, including, but not limited to, registrations and renewals of all licenses, trademar#s and patents and other intangible property rights as are reasonably necessary to conduct its business as currently conducted"

'b(

%aintain Insurance 'a( The Borrower shallF 'i( #eep all of its real and personal property, including, but not limited to, the Collateral, insured against loss or damage by fire, theft, explosion and all other hazards and ris#sC and maintain liability and other insurance, in each case in such form, with such insurance companies and in such amounts that are satisfactory to the Lender"

'ii( 'b(

Jithout limiting the generality of the foregoing, the Borrower shall cause all property policies referred to in ubsection 'a('i( above to contain a lender.s loss payable endorsement that names the Lender as an additional loss payee, and all liability insurance policies referred to in ubsection 'a('ii( above to name the Lender as an additional insured, and for all policies to specify that the insurance company must give at least 64 days notice to the Lender of any cancellation or modification of the policy"

Comp"iance #ith La#s The Borrower shall comply with allF 'a( organizational documents of the Borrower 'including, but not limited to, certificate of incorporation, by=laws, shareholders agreement or limited liability company agreement of the Borrower, as the case may be(C contracts, agreements, understandings [or commitments] to which the Borrower, or with respect to which, any of its assets or business is sub-ectC or laws, regulations or other rules of any government authority or ruling or other determinations of any court or other tribunal, to which the Borrower, or with respect to which any of its assets or business, is sub-ect"

'b( 'c(

Notice of Chan es The Borrower shall promptly notify the Lender ofF 'a( 'b( any pending or threatened lawsuit, litigation, arbitration, mediation, claim or other proceeding, governmental proceeding or other formal or informal investigationC any !efault or 5vent of !efault under this Loan &greement, ,romissory $ote or any of the Loan !ocumentsC

,age 1+ of +,

'c(

any default or event of default under any contractual obligation of the Borrower [or Guarantor] with any other person or entity[, which if not cured, would reasonably be expected to have a material adverse effect on its financial condition or results of operations, or its assets, business, liabilites, operations or future prospects]"

Ne ative Covenants )ebt 'a( The Borrower shall not, and the Borrower shall cause its subsidiaries to not, create, incur, assume, permit to exist or guarantee any !ebt, exceptF 'i( 'ii( 'iii( 'b( 'i( any indebtedness to the LenderC !ebt existing on the Closing !ate, and disclosed in attached 5xhibit [insert 5xhibit number]C and !ebt for trade payables in the ordinary course of business" indebtedness for borrowed money or the deferred purchase price of property or services, including, but not limited to, reimbursement and other obligations with respect to surety bonds and letters of credit, and obligations under any conditional sale or title retention transactionsC obligations evidenced by notes, bonds, debentures or similar instrumentsC obligations under capital leasesC guarantees, comfort letters, standby letters of credit, swap agreements, interest rate cap or collar agreements, or any other agreement or arrangement entered into to protect any ,erson [note A defined as any natural person or legal entity] against fluctuations in interest or exchange rates or commodity prices, and any other contingent obligations 'except endorsements for collection or deposit in the ordinary course of business("

!ebt means allF

'ii( 'iii( 'iv(

Securit! Interests 'a( The Borrower shall not, and the Borrower shall cause its subsidiaries to not, create, incur, assume or permit to exist any ecurity +nterests, exceptF 'i( any ecurity +nterests in favor of the Lender created under this Loan &greement or any Loan !ocument [note A defined as the Loan &greement, ,romissory $otes, security agreements and any other documents entered into in connection with the loan]C ecurity +nterests existing on the Closing !ate, and disclosed in attached 5xhibit [insert 5xhibit number]C and 'iii( ecurity +nterests for taxes, fees, assessments or other governmental charges or levies, which either are not delin%uent or are being contested in good faith by appropriate proceedings and for which the Borrower maintains ade%uate reserves"

'ii( 'iii(

'b(

The Borrower shall not, and the Borrower shall cause its subsidiaries to not, create, incur, assume or permit to exist any agreement prohibiting or conditioning the creation or assumption of any ecurity +nterest except pursuant to the Loan !ocuments"

,age 12 of +,

'c(

ecurity +nterest means any assignment, charge, deed of trust, encumberance, hypothecation, lien, mortgage, pledge or any priority or other perferential arrangement of any #ind, including, but not limited to, any title retention or conditional sale or capital lease or other transaction having substantially the same economic effect, as well as the filing of any financing statement under the >niform Commercial Code or corresponding law of any -urisdiction"

Investments 'a( The Borrower shall not, and the Borrower shall cause its subsidiaries to not, lend or advance any money, property, credit or other accommodation to any ,erson [note A defined as a natural person or legal entity], or ac%uire, purchase, own or otherwise invest in the capital stoc# 'or other ownership interest(, or e%uity, debt or other securities of any ,erson" $otwithstanding the above, the Borrower mayF 'i( 'ii( extend trade credit in the ordinary course of businessC purchase readily mar#etable direct obligations of or obligations guaranteed by the >nited tates or any agency thereof, with maturities of one year or less from the date of purchaseC purchase dollar denominated certificates of deposit issued by commercial ban#s of recognized standing operating in the >nited tates with capital and surplus in excess of [insert dollar amount]C purchase obligations of state, local or municipal governments or agencies, rated [insert rating, e"g", &] or better by tandard P ,oor.s CorporationC or purchase commercial paper maturing not later than [insert number] days after the date of creation, of any > issuer with a net worth of not less than [insert dollar amount] and then currently rated [insert rating, e"g", &=7] or [,=7] or better by tandard P ,oor.s Corporation or 0oody.s +nvestors ervice, +nc", respectively"

'b(

'iii(

'iv( 'v(

Capita" '(penses The Borrower shall not incur Capital 5xpenditures in an amount greater than [insert dollar amount] in the aggregate in any one 1iscal Kear [note A defined as the fiscal year of the Borrower, whatever that is]" The Borrower may rollover up to [insert dollar amount] of unused Capital 5xpenditure limitations from the prior 1iscal Kear into the following 1iscal Kear" )istributions The Borrower shall not declare, ma#e, set aside any assets or funds for, or pay any dividends or distributions on, purchase, redeem, retire or otherwise ac%uire any shares of capital stoc# of the Borrower [except dividends payable in its own common stoc#]" [$otwithstanding the above, the Company may declare and pay dividends on its capital stoc# provided that no !efault or 5vent of !efault exists before or after giving effect to such dividends or is created as a result thereof"]

,age 18 of +,

Re"ated Part! .ransactions 'a( The Borrower shall not directly or indirectly enter into or permit to exist any agreement, understanding or other transaction with any &ffiliate of the Borrower except for 'i( transactions entered into in the ordinary course of business, and upon fair and reasonable terms that are no less favorable to the Borrower than would be obtained in an arm.s length transaction with a non= affiliated ,ersonC or 'ii( salary or compensation arrangements and benefit plans for officers, directors, and other employees of the Borrower entered into or maintained in the ordinary course of business" )&ffiliate* means, with respect to any ,erson [note A defined as a natural person or legal entity], any ,erson that owns or controls directly or indirectly such ,erson, any ,erson that controls or is controlled by or is under common control with such ,erson, and each of such ,erson.s stoc#holders or owners, directors, and officers"

'b(

Net :orth ?a7C7a76 Shareho"ders< '=uit!@ The Borrower shall maintain at all times a [Consolidated] $et Jorth of not less than [insert dollar amount]" [&lternative] The Borrower shall not permit its [Consolidated] $et Jorth as of the end of any fiscal %uarter [year] of the Borrower to be less than [insert dollar amount]" :orCin Capita" The Borrower shall at all times maintain Jor#ing Capital of not less than [insert dollar amount]" )Jor#ing Capital* means the excess of the current assets over the current liabilities of the Borrower" [&lternative] The Borrower shall not permit its Jor#ing Capital as of the end of any fiscal %uarter [year] of the Borrower to be less than [insert dollar amount]" )ebt/'=uit! Ratio The Borrower shall maintain at all times a ratio of [Consolidated] !ebt to [Consolidated] hareholders 5%uity of not less than [insert ratio]" [&lternative] The Borrower shall not permit, as of the end of any fiscal %uarter [year] of the Borrower, the ratio of [Consolidated] !ebt over [Consolidated] hareholders 5%uity to be less than [insert ratio]" Current Ratio The Borrower shall maintain at all times a ratio of current assets over current liabilities of not less than [insert ratio]" [&lternative] The Borrower shall not permit, as of the end of any fiscal %uarter [year] of the Borrower, the ratio of current assets over current liabilities to be less than [insert ratio]"

,age 19 of +,

Chapter 2):
.he 4uarant!

uaranties

The Guarantor hereby absolutely, unconditionally, and irrevocably guarantees the full and punctual 'i( payment when due of each and every obligation of the Borrower to the Lender under [the Loan !ocuments], whether at stated maturity, upon acceleration, demand or otherwise, and 'ii( performance when due of all other terms, conditions, covenants and other obligations of the Borrower under [the Loan !ocuments], in each case, whether now owed or hereafter incurred, direct or indirect, absolute or contingent, -oint or several, or matured or unmatured 'collectively the )Guaranteed /bligations*(" Abso"ute6 Bnconditiona"6 and Irrevocab"e Liabi"it! of the 4uarantor The obligations of the Guarantor under this Guaranty are absolute, unconditional, irrevocable and continuing, and except for the indefeasible payment or performance in full of the Guaranteed /bligations, are not affected by any circumstance whatsoever which may constitute a defense available to, or a legal or e%uitable discharge of, the Borrower 'or any guarantor or surety(, whether foreseen or unforeseen or similar or dissimilar to any defense or waiver set forth in this Guaranty" 4uarant! of Pa!ment ?versus Co""ection@ The obligations of the Guarantor under this Guaranty constitute a guaranty of payment and not of collection only, without setoff or counterclaim, in > dollars" &s such, there is no re%uirement that the Lender, as a condition of payment by the GuarantorF 'i( proceed against [or exhaust its rights and remedies against] the Borrower, any other guarantor of the Guaranteed /bligations or any other ,erson [note A defined as any natural person or legal entity], or any security received from any of the aboveC pursue any other remedy whatsoever"

'ii(

Continuin 4uarant! This Guaranty is a continuing inexhaustible guaranty, without limitation as to duration, and may not be revo#ed, and remains in full force and effect and binding in accordance with its terms until the indefeasible payment in full of all Guaranteed /bligations" The Guarantor.s payment of any portion of the Guaranteed /bligations does not affect or reduce the Guarantor.s liability for any portion of the Guaranteed /bligations that has not been indefeasibly paid in full" :aiver of Notices The Guarantor waives any and all notices, including, but not limited to, notice of 'a( acceptance, 'b( the 'i( creation or incurrence, or 'ii( modification, renewal or extention of any of the Guaranteed /bligations, or 'iii( default or dishonor" :aiver of 4uarant! of Co""ection Ri hts The Guarantor waives any re%uirement that the Lender, as a condition of payment by the GuarantorF 'i( proceed against [or exhaust its rights and remedies against] the Borrower, any other guarantor of the Guaranteed /bligations or any other ,erson [note A defined as any natural person or legal entity], or any security received from any of the aboveC

,age 1; of +,

'ii(

pursue any other remedy whatsoever"

:aiver of Subro ation and Re"ated Ri hts The Guarantor waives any and all rights of contribution, indemnification, recoupment, recourse, reimbursement and subrogation" :aiver of Suret!ship )efenses The Guarantor waives any and all defenses based on suretyship" :aiver of Borro#er )efenses The Guarantor waives any and all defenses that the Borrower or any other ,erson [note A defined as any natural person or legal entity] may have with respect to the Guaranteed /bligations or this Guaranty, including, but not limited toF 'a( 'b( 'c( the illegality, lac# of validity or unenforceability of 'i( the Guaranteed /bligations, or 'ii( any security or any other guarantee for the Guaranteed /bligations, the lac# of perfection of any security for the Guaranteed /bligationsC the discharge, release, or cessation of the liability of the Borrower or any other ,erson under the Guaranteed /bligations or any security or guaranty therefore arising from any cause whatsoever 'other than by reason of the full indefeasible payment and discharge of the Guaranteed /bligations(, whether by operation of law or act or omission of the Lender or otherwise"

Reinstatement This Guaranty continues to be effective if at any time any payment 'in whole or in part( of any of the Guaranteed /bligations is rescinded or must otherwise be repaid by the Lender in connection with the insolvency, ban#ruptcy or reorganization or similar proceeding as though such payment had not been made"

Chapter 23: +ermination

.ermination for Cause ?Breach@ 5ither party may terminate [cancel] this &greement forthwith by notice to the other party if such other party fails to perform any of its [material] obligations under this &greement [or any other agreement it is a party to], and such failure is not cured within NN days after notice thereof [or in case of such other agreement's(, the applicable cure period provided for in such agreement's(]" .ermination for Cause ?BanCruptc!@ 5ither party may terminate this &greement effective upon written notice to the other party in the event such other party [This &greement terminates without notice if either party] 'a( becomes insolvent or ma#es an assignment for the benefit of creditorsC

,age +> of +,

'b(

files a petition in ban#ruptcy, insolvency, receivership or for other relief under any ban#ruptcy law or law for the relief of debtors or has any such petition filed against it [which is not discharged within sixty '94( days of the filing thereof]C or dissolves, is li%uidated or ceases to do business"

'c(

.ermination for Cause ?)eath or )isabi"it!@ 'a( 'b( This &greement terminates immediately upon the death of [,arty B]" [,arty &] may terminate this &greement forthwith with notice to [,arty B] if [,arty B] is substantially disabled for a period of [thirty '64( consecutive days] [alternative A 7M4 consecutive or non=consecutive days in any 73 month period]" ubstantially disabled means that [,arty B] is unable, as a result of any physical, mental or emotional illness or accident, to ade%uately perform his [her] obligations under this &greement"

.ermination for Cause ?Assi nment@ 5ither party may terminate this &greement forthwith with notice to the other party if such other party assigns any of its rights or delegates any of its obligations under this &greement in any manner whatsoever, whether such assignment is voluntary or involuntary, or a result of a merger, business combination or change in control" .ermination for Convenience [,arty &] may terminate this &greement at any time without liability by giving [,arty B] [sixty '94(] days prior written notice"

Chapter 24: ,emedies and Limitation of Lia&ilit'

Cumu"ative Remedies &ll rights and remedies provided in this &greement are cumulative and not exclusive of any other rights or remedies that may be available to the parties, whether provided by law, e%uity, statute, in any other agreement between the parties or otherwise" '(c"usive Remedies 'a( [+f the !istributor fails to purchase the 0inimum &nnual ,urchase &mount during any Contract Kear, the 0anufacturer has the right to terminate this &greement effective the end of the Contract Kear ')Termination 2ight*("] &ll rights and remedies provided in this &greement are cumulative and not exclusive of any other rights or remedies that may be available to the parties, whether provided by law, e%uity, statute, in any other agreement between the parties or otherwise" However, the Termination 2ight is the 0anufacturer.s exclusive remedy for the !istributor.s failure to purchase the 0inimum &nnual ,urchase &mount during any Contract Kear"

'b(

,age +* of +,

Li=uidated )ama es 'a( The Company may terminate this &greement for convenience provided that itF 'i( gives the ervice ,rovider ;: days prior written notice of such terminationC and 'ii( pays the ervice ,rovider a termination fee of [insert dollar amount] 'the )Termination 1ee*(" The Termination 1ee is intended to be li%uidated damages and not a penalty"] &ll rights and remedies provided in this &greement are cumulative and not exclusive of any other rights or remedies that may be available to the parties, whether provided by law, e%uity, statute, in any other agreement between the parties or otherwise" [However, the Termination 1ee is the ervice ,rovider.s exclusive remedy for the Company.s termination of this &greement for convenience"]

'b(

'(c"usion of Conse=uentia" and Incidenta" )ama es $5+TH52 ,&2TK H&LL B5 L+&BL5 T/ TH5 /TH52 ,&2TK 1/2 &$K +$!+25CT, +$C+!5$T&L, C/$ 5D>5$T+&L /2 ,5C+&L !&0&G5 >11525! BK >CH /TH52 ,&2TK, +$CL>!+$G, B>T $/T L+0+T5! T/, L/ T 2585$>5 /2 L/ T ,2/1+T , JH5TH52 &2+ +$G +$ C/$T2&CT, T/2T, $5GL+G5$C5, T2+CT L+&B+L+TK, B25&CH /1 T&T>T/2K !>TK /2 /TH52J+ 5, &$! 25G&2!L5 /1 &$K $/T+C5 /1 TH5 ,/ +B+L+TK /1 >CH !&0&G5 " Liabi"it! Cap $either party shall have aggregate cumulative liability to the other party arising out of or relating to this &greement in excess of [insert dollar amount] [NN times the aggregate purchase price payable under this &greement]" Avai"abi"it! of '=uitab"e Remedies The parties ac#nowledge that a breach of this &greement could not ade%uately be compensated by monetary damages" Therefore any party shall be entitled, in addition to any other right or remedy available to it, to e%uitable remedies, and the parties hereby consent to the issuance of such e%uitable remedies"

Chapter 2#: Se"era&ilit'

A"ternative * -ffendin Provision Severed +f any provision of this &greement is unenforceable, the balance of this &greement remains in full force" +f any provision of this &greement is deemed inapplicable to any party or circumstance, it remains applicable to all other parties and circumstances to the fullest extent of the law" A"ternative / Severab"e to '(tent )etermined b! Court +f a court of competent -urisdiction finds any provision of this &greement to be unenforceable, then such provision remains in full force to the extent not held invalid or unenforceable"

,age +/ of +,

A"ternative , Not Severab"e +f any provision of this &greement is unenforceable, then the entire &greement is no longer in effect and no party has the right to enforce any provision of this &greement" A"ternative for Non0Compete Provisions +n the event a court finds this non=compete provision unenforceable as to geographic scope or duration, then the court has the power to reduce the geographic scope or duration to the extent necessary to render the provision enforceable"

,age +, of +,