AGREEMENT FOR SALE OF ALL ASSETS OF LIMITED LIABILITY COMPANY

This agreement is entered into on ______, between ______, a limited liability company organized
under the laws of ______, with its principal office located at ______, ______, ______ ______,
referred to as "Company", and [names of members], the sole members of the company (the
company and the aforementioned sole members thereof are sometimes referred to herein
collectively as the "Sellers"), and ______, a[n] ______ [entity of buyer] of ______, ______, ______
______, referred to as "Buyer".
In consideration of the mutual covenants of the parties, Company, Sellers and Buyer agree:
1. Sale of Business
Sellers shall sell, assign, and deliver to Buyer and Buyer shall purchase and accept, on the closing
date, all the assets and properties owned by the Company or in which the Company has any right,
title, or interest inchoate or otherwise, of every kind and description, wherever located, including all
property tangible or intangible and real or personal, good will, processes, research and development
projects, designs, patents, accounts receivable, bank accounts, cash, securities, claims, contract
rights, the right to use the names ______ or any similar name or names in connection with any
______ business, and all other names, trademarks, or copyrights used by the Company in
connection with its business or products, all as more specifically described and set forth in Exhibit
______, which is attached and incorporated by reference. The Company further shall sell and
assign to Buyer and Buyer shall purchase and accept, on the closing date, that parcel of land
consisting of approximately ______ acres more or less at ______ on which the plant of the
Company is situated, as is more precisely described in Exhibit ______, which is attached and
incorporated by reference, together with the Company's interest in the improvements on the
premises. Notwithstanding anything herein to the contrary, the Company shall retain: (a) cash not
to exceed $______ for expenses incurred by the Company arising from or attributable to the sale
and exchange provided for by this agreement and arising from or attributable to the dissolution,
liquidations and winding up of affairs of the Company; (b) the consideration which Buyer agrees to
pay to the Company; and (c) the books and records of the Company referred to in Section 6 of this
agreement.
2. Consideration; Assumption of Liabilities
*[In consideration of the sale of assets and properties under this agreement and of all other things
done and agreed to be done by Sellers, Buyer shall pay to the Company on the closing date the sum
of $______ and further shall assume and pay all of the Company's liabilities as reflected on its
balance sheet as of ______, prepared according to generally accepted accounting principles and
reflected in Exhibit ______, which is attached and incorporated by reference. However, the
liabilities so assumed shall not include:
(a)
Any liabilities accrued on or before ______ that were not reflected on the balance
sheet as of that date and set out in Exhibit ______.
(b)

Any liabilities accrued after ______, the date of the balance sheet set out in Exhibit

______, that were not incurred in the ordinary course of business.

(c)
Any costs or expenses of whatever nature connected with or resulting from the
negotiation or consummation of this agreement or the sale or transfer of assets pursuant to
this agreement.
(d)

Any liabilities of any person or firm other than the Company.

]**[(a) The purchase price to be paid to Seller by Buyer shall be $______ adjusted as provided
herein to reflect changes in the value and content of the Purchased Assets which might be reflected
on the Closing Balance Sheet ("Purchase Price"), to be paid in the following manner:
(1)
Initial Payment. At the Closing, Buyer shall pay to Seller the amount of $______
(the "Initial Payment") by wire transfer of immediately available funds to ______, or as
otherwise directed by Seller in writing to Buyer (the "Payment Account").
(2)
Final Payment. Within [spelled number of days] (______) days of the Closing Date,
Seller shall prepare and deliver to Buyer the Closing Balance Sheet. Subject to subsection
(b) hereof, within [spelled number of days] (______) days of delivery of the Closing
Balance Sheet to Buyer, Buyer shall pay to Seller (the date of payment being hereinafter
referred to as the "Final Payment Date"), by wire transfer of immediately available funds to
the Payment Account or as otherwise directed by Seller in writing to Buyer, an amount equal
to the Purchase Price less the Initial Payment (the "Final Payment"), together with interest
thereon as hereinafter specified, or Seller shall pay to Buyer by wire transfer of immediately
available funds to an account as directed by Buyer in writing to Seller, an amount equal to
the excess of the amount paid to Seller pursuant to (a)(1) above over the Purchase Price,
together with interest thereon as hereinafter specified, as the case may be. The Final
Payment or the excess amount, as the case may be, shall bear interest at the rate of ______%
percent per annum from the Closing Date until paid.
(b) If Buyer shall object to the Closing Balance Sheet as delivered to it, Buyer shall give written
notice of its objections, setting forth in reasonable detail the nature and basis for such objections (an
"Objection Notice"), to Seller within [spelled number of days] (______) days of Buyer's receipt of
the Closing Balance Sheet and may withhold payment of only that portion of the Final Payment
objected to, the balance of which, to the extent paid, shall bear interest at the rate specified in (a)(2)
above. Within [spelled number of days] (______) days after Seller's receipt of an Objection Notice,
Seller and Buyer shall meet and attempt to resolve any disputes reflected in the Objection Notice. If
such disputes are not resolved within [spelled number of days] (______) days after Seller's receipt
of the Objection Notice, Seller and Buyer shall, prior to the expiration of said [spelled number of
days] (______) day period, each select a certified public accounting firm (the "Selected Firms") to
discuss the Objection Notice. If the Selected Firms cannot reach agreement as to the Closing
Balance Sheet within [spelled number of days] (______) days after referral of the Closing Balance
Sheet all Objection Notice to them, the two Selected Firms shall forthwith refer the dispute to a
so-called "big eight " certified public accounting firm for resolution, such firm to resolve all
disputes raised by the Objection Notice within [spelled number of days] (______) days after such
disputed items are referred to it. Each party shall pay the costs of any accounting firm chosen by it

and shall bear equally the costs of any third selected accounting firm. All decisions agreed to by
both Selected Firms or the decision of the third accounting firm as the case may be shall be
conclusive and binding upon Seller and Buyer. The balance of the final payment, or the excess due
from Seller, as the case may be, shall be paid, together with interest thereon at the rate specified in
(a)(2) above, within [spelled number of days] (______) days after the final decision of the Selected
Firms or the third accounting firm, whichever occurs first.
(c) Buyer and its designees shall have the right to participate in the taking of inventory in
connection with the preparation of the Closing Balance Sheet. Seller shall give Buyer and its
designees at least five business days advance written notice prior to the beginning of the taking of
inventory. Seller shall allow Buyer and its designees, the Selected Firms and any accounting firm
designated by the Selected Firms to resolve a dispute access to all audit work papers all underlying
documentation therefor relating to the Closing Balance Sheet.
]*3.

Instruments of Transfer

The sales, assignments, and deliveries to be made to Buyer pursuant to this agreement shall be
effected by deeds, bills of sale, indorsements, checks, and other instruments of transfer in such form
as Buyer shall reasonably request. Sellers shall prepare appropriate forms of instruments of transfer
and conveyance in conformity with this agreement and shall submit them to Buyer for examination
at least [spelled number of days] (______) days in advance of the closing date. Any time and from
time to time after the closing date, on Buyer's request, Sellers will do, execute, acknowledge, and
deliver all such further acts, deeds, assignments, transfers, and powers of attorney as may be
required in conformity with this agreement for the adequate assigning, transferring, granting, and
confirming to Buyer of the assets and properties sold to Buyer.
4. Assignment of Contract Rights
If any contract, license, lease, commitment, or sales or purchase order assignable to Buyer under
this agreement may not be assigned without the consent of the other party thereto, Sellers will use
their best efforts to obtain the consent of the other party to the assignment. If any such consent
cannot be obtained, the purchase price under this agreement shall be adjusted downward by the
amount allocated to the affected contract rights in Exhibit ______.
5. Accounts Receivable
After the closing date Buyer shall have the authority to collect all receivables transferred to Buyer
under this agreement and to indorse without recourse and without warranties of any kind the name
of the Company on any checks or evidence of indebtedness received by Buyer on account of any
receivables. Sellers will transfer and deliver to Buyer any cash or other property that the Company
or Sellers may receive in respect to any receivables.
6. Books and Records
Sellers shall have the right to retain minute books, membership interest transfer books, and other
records of the Company having exclusively to do with the Company's organization or capitalization.

All other records and books of account of every kind and nature shall be delivered to, and become
the property of, Buyer. Each party shall have reasonable access to and the right to make extract
copies of all books, records, and documents referred to in this agreement that are in the possession
of the other party.
*[7.

Compliance With Bulk Transfer Requirements

Buyer shall give notice, in compliance with the applicable bulk transfer provisions of the Uniform
Commercial Code as enacted and in force in ______ of the bulk transfer contemplated by this
agreement. At least [spelled number of days] (______) days before the closing date, the Sellers
shall furnish Buyer with the information necessary to prepare the notice, including the names and
business addresses of all creditors of the Company and of all persons known to Sellers to assert
claims against the Company, and the amount of indebtedness due and owing to each or claimed by
each.
]**[8. Waiver of Compliance with Bulk Sales Laws
Buyer hereby waives its right to require compliance with any bulk sales or similar laws and in
consideration therefor, the Sellers agree to indemnify and save and hold Buyer harmless from any
liabilities (including without limitation statutory penalties, damages or expenses (including
reasonable attorneys' fees), arising from the failure of Buyer or Sellers to comply with any bulk
sales or similar law applicable to the transactions contemplated by this agreement; provided,
however, that Buyer shall not have any claim against the Sellers under this section with respect to
any liabilities of Seller expressly assumed hereunder.
]**[9. Closing
The closing date shall be ______, and the closing shall take place on that date at ______ in the
offices of ______ at ______, ______, ______ ______ or at such other time and place as the parties
shall agree.
]**[10. Detailed Closing Procedures and Deliveries
8.1 Closing/Closing Date. Subject to fulfillment of the conditions to Closing specified in this
agreement and pursuant to the other terms and conditions hereof, the closing of the transactions
provided for in this agreement (the "Closing") shall take place at the offices of ______, at ______
on ______ or at such other date and time as may be agreed upon in writing by the parties hereto (the
"Closing Date"), such closing to be effective as of the close of business on the Closing Date.
8.2 Conditions to Closing. The obligations of Buyer to purchase the Purchased Assets and to
assume, pay, perform and discharge, when due, the Assumed Liabilities, and of Sellers to sell,
transfer and assign the Purchased Assets as provided in this agreement are subject to the satisfaction,
at the Closing (except where specifically required or permitted to be satisfied prior to or after the
Closing), of all of the respective obligations of Buyer and Sellers set forth below:
(a)

Delivery of Purchased Assets to Buyer. Sellers shall deliver the Purchased Assets,

by duly executed Bill of Sale, Assignment and Assumption Agreement and other appropriate
assignments or other instruments of transfer and documents which conform to the
requirements of the Agreement, including executed counterparts of all novation agreements
with the United States government, its agencies and instrumentalities, and any other persons
requiring them. Simultaneously with the consummation of the transfer, Sellers will put
Buyer into full possession and enjoyment of all Purchased Assets to be conveyed and
transferred by this Agreement.
(b)
Delivery of Purchase Price and Assumption of Liabilities. Buyer shall deliver to
Sellers immediately available funds in the amount of the Purchase Price, and a duly
executed Assignment and Assumption Agreement and other appropriate documents which
conform to the requirements of the Agreement.
(c)
Certificate from Sellers. Sellers shall deliver to Buyer a certificate, dated the
Closing Date, certifying that:
(1)
The representations and warranties made by Sellers herein or in any Exhibit
or Schedule hereto remain true in all material respects on the Closing Date as though
made on such date except for changes contemplated by the Agreement;
(2)
Sellers have performed and complied in all material respects with all
agreements, covenants and conditions required by the Agreement to be performed or
complied with by Sellers on or prior to the Closing;
(3)
No litigation, proceedings or other actions are pending against or affecting
the Sellers which have resulted or reasonably could be expected to result either in an
action to enjoin or the prevention of the consummation of the transactions
contemplated by the Agreement;
(4)
Sellers have received all consents required by the federal government, any
state or local governmental body or any foreign government to the transactions
contemplated by the Agreement, and such consents are in full force and effect; and
(5)
That from the date of this Agreement through the Closing Date, Sellers have
managed and conducted the Business in the ordinary course as heretofore managed
and conducted as though no change of ownership of the Business were
contemplated, and have used commercially reasonable efforts to preserve all
employee, vendor and customer relationships.
(d)
Certificate of Buyer. Buyer shall deliver to Sellers a certificate, dated the Closing
Date, signed by a duly authorized officer of Buyer certifying that:
(1)
The representations and warranties made by Buyer herein or in any Exhibit
or Schedule hereto remain true in all material respects on the Closing Date as though
made on such date except for changes contemplated by the Agreement;

(2)
Buyer has performed and complied in all material respects with all
agreements, covenants and conditions required by the Agreement to be performed or
complied with by Buyer on or prior to the Closing;
(3)
No litigation, proceedings or other actions are pending against or affecting
the Buyer which have resulted or reasonably could be expected to result either in an
action to enjoin or the prevention of the consummation of the transactions
contemplated by the Agreement; and
(4)
Buyer has received all consents required by the federal government, any
state or local governmental body or any foreign government to the transactions
contemplated by the Agreement, and such consents are in full force and effect.
(e)
Opinions of Sellers' Counsel. Sellers shall deliver to Buyer a signed copy of an
opinion from ______, Esq. dated the Closing Date and addressed to Buyer and substantially
in the form of Exhibit ______ attached hereto and hereby made a part hereof.
(f)
Resolutions. Buyer and Sellers shall deliver to each of the other parties hereto
copies of their respective corporate or limited liability Company resolutions, certified by the
appropriate officer, authorizing the execution and delivery of the Agreement and
consummation of the transactions contemplated hereby.
(g)
Assignments and Guarantees. Sellers shall deliver all assignments and original
copies of any guarantees or warranties relating to the Purchased Assets.
(h)
Plans, Etc. Sellers shall deliver any and all plans, permits, tests, certificates or
approvals as required by this Agreement.
(i)
Assumption of Liabilities. Buyer shall execute and deliver to Sellers the Assignment
and Assumption Agreement required by this Agreement and other assumption instruments
which conform to the requirements of the Agreement.
(j)
Transfer of Licenses. Sellers shall, to the extent permitted by law, transfer to Buyer
all Licenses necessary for the continued conduct of the Business.
(k)
Other Agreements. Buyer and Sellers shall enter into such other agreements, or
execute and deliver such documents or items, as may be contemplated by the Agreement to
effect the transactions contemplated hereby.
(l)
Government Consents. Buyer and Sellers shall each deliver to the other copies of
any governmental consents required to be obtained pursuant to the Agreement.
]*11.

Representations of the Sellers

Sellers represent, warrant, and agree:

(a)
The Company is a limited liability Company duly organized, existing, and in good
standing under the laws of ______, and is authorized and entitled to carry on its business in
______. All of the membership interests in the Company are owned by the Sellers in the
proportions set forth and described in Exhibit ______. The Company does not own, directly
or indirectly, any interest in and has not made any advances to any corporation, association,
partnership, joint venture, limited liability Company, or other entity. The execution and the
delivery of this agreement by the Company, and consummation of the transactions
contemplated by this agreement, have been duly authorized by all required action of the
managers and members of the Company. Each member of the Company has full power and
authority to enter into this agreement and to carry out all the terms and provisions hereof to
be carried out by him or her, and all authorizations and consents necessary for the execution
and delivery of this agreement by him or her have been given. This agreement, assuming
due authorization, execution, and delivery by the other parties hereto, constitutes a legal,
valid, and binding agreement of Sellers, enforceable against Sellers in accordance with its
terms (subject, as to enforcement of remedies, to applicable bankruptcy, insolvency,
moratorium, and similar laws affecting creditors, rights generally from time to time in effect
and to equitable principles limiting the availability of the remedy of specific performance).
(b)
The financial statements of the Company relating to ______, each prepared by
independent public accountants for the Company and delivered to and reviewed by public
accountants for Buyer during the course of the negotiations regarding this agreement, fairly
reflect the financial position of the Company as of the end of those periods and the result of
operations during those periods.
(c)
The Company has good and marketable title to all of the real property set forth and
described in Exhibit ______, which is attached and incorporated by reference. The real
property is free and clear of all mortgages, liens, and encumbrances and is not subject to any
right-of-way, easement, or restriction that interferes with the present use of the real property.
(d)
At least [spelled number of days] (______) days before the closing date Sellers will
furnish to Buyer an accurate list and summary description, certified by each of the Sellers,
of all machinery, equipment, facilities, and other tangible assets in the Company's plant and
of all inventories of every kind and nature, all of which are free and clear of all mortgages,
liens, and encumbrances.
(e)
All assets and properties that were used in the business of the Company on the date
of this agreement, or that were reflected in the balance sheet dated ______, which are
described and set forth in Exhibit ______, are owned by the Company, free and clear of all
mortgages, liens, and encumbrances.
*[(f) The Company is the owner of U.S. Patent No. ______ dated ______, and ______ is
the owner of U.S. Patent No. ______ dated ______, free and clear of any liens,
encumbrances, or licenses except between the Company and ______. Sellers have no
knowledge of pending or threatened claims of infringement or interference involving these
patents.

]*(g) The Company is not a party to any employment agreement, labor union agreement,
agreement for the future purchase of materials, supplies, or equipment, sales agreement,
pension, profit-sharing, or retirement plan or agreement, distributorship or sales agency
agreement, or lease agreement that relates to any period beyond the closing date, whether
written or oral, except as listed in Exhibit ______. Copies of all such written agreements
have been supplied to Buyer, and Buyer has been advised of the terms of all such oral
agreements.
(h)
The Company enjoys a very good relationship with ______, and there have been no
significant difficulties experienced that would indicate that this good relationship will not
continue past the closing date. The Company does not now have, nor has it ever had, any
agreement, arrangement, or understanding with ______ with respect to discriminatory
allowances, preferential or special terms of sale, or exclusive dealing or special delivery
terms, and nothing has been done or said by any of Sellers to cause ______ to expect any
such special conditions as a prerequisite for its continued purchase of products from the
Company or its successors.
(i)
The Company is not in default under any contract, agreement, lease, or other
document to which it is a party, and has complied with all laws, regulations, and ordinances
applicable to its business to the date of this agreement.
(j)
Since ______, the date of the balance sheet set out in Exhibit ______, the Company
has not incurred any obligations or liability except current liabilities in the ordinary course
of business, declared or made any payment or distribution to its members mortgaged or
pledged any of its assets, tangible or intangible, sold or transferred any assets or canceled
any debts or claims except in the ordinary course of business, sold, assigned, or licensed any
patents, trademarks, or tradenames, suffered any extraordinary losses or waived any rights
except in the ordinary course of business, or entered into any other transaction except in the
ordinary course of business.
(k)
Since ______, the date of the balance sheet set out in Exhibit ______, there has been
no substantial change in the financial policies, account relations, or marketing activities of
the Company.
(l)
The Company's accounts receivable as reflected in its balance sheet as of ______,
set forth in Exhibit ______, and as thereafter acquired prior to the closing date, will be
collectible to the extent that they exceed $______.
(m)
Since ______, the date of the balance sheet set out in Exhibit ______, there has been
no substantial loss of value in any of the physical assets or properties used in the Company's
business, ordinary wear and tear excepted.
(n)

On the closing date the Company will change its name to a dissimilar name.

*[12. Buyer's Representations and Warranties

Buyer hereby represents and warrants to Sellers that:

(a)
Buyer is a [entity of buyer] duly organized, validly existing and in good standing
under the laws of ______, with full company power to enter into, and to perform its
obligations under, the Agreement.
(b)
The execution, delivery and performance of the Agreement by Buyer have been duly
authorized by all necessary company action and do not, and will not, violate or conflict with
the provisions of the Buyer's formation documents or the provisions of any indenture,
agreement, or other instrument to which Buyer is a party or by which any of its property is
bound. The Agreement constitutes a legal, valid and binding obligation of Buyer.
(c)
Buyer has not engaged or otherwise used the services of any broker or finder in
connection with the Agreement or the transactions contemplated hereby and Buyer agrees to
indemnify and hold harmless Sellers from and against any liability for any fee,
compensation, commission or expense (including attorneys' fees) arising out of any claim by
any person acting or claiming to act on behalf of Buyer for fees, compensation, commission
or expense with respect to the Agreement or the transactions contemplated hereby.
(d)
No authorization or approval of any governmental body is required to be obtained by
Buyer in connection with the execution, delivery or performance of the Agreement, or, if so
required, all such authorizations or approvals have been or will be, prior to the Closing,
obtained by Buyer.
(e)
There is no action, arbitration, suit, notice, order, real estate tax contest or legal,
administrative or other proceeding before any court or governmental agency, authority or
body pending or, to Buyer's knowledge, threatened against or affecting Buyer which would
prevent or interfere with the transactions contemplated by this Agreement.
]**[13. Indemnification
(a) Indemnity by Sellers. Sellers shall severally indemnify, defend and hold harmless Buyer against
and in respect of any and all liabilities including interest, penalties and reasonable attorneys' fees,
that Buyer shall incur or suffer, which arise or result from, or relate to (1) any breach by the Sellers
of any of their representations or warranties contained in the agreement, or the failure of the Sellers
to perform any covenant or agreement contained in the agreement, or in any schedule, certificate
exhibit or other instrument furnished or to be furnished by Sellers under the agreement, and (2) any
and all claims of whatever nature, asserted (with or without the commencement of legal action)
against Buyer with respect to the excluded liabilities and assets.
(b) Indemnity by Buyer. Buyer shall indemnify, defend and hold harmless Sellers against and in
respect of any and all liabilities, including interest, penalties and reasonable attorneys' fees, that
Sellers shall incur or suffer, which arise or result from, or relate to (1) any breach by Buyer of any of
its representations and warranties contained in the agreement or in any schedule, certificate, exhibit
or other instrument furnished or to be furnished by it under the agreement or the failure of the Buyer
to perform any covenant or agreement contained in the agreement, or (2) any and all claims, of

whatever nature, asserted (with or without the commencement of legal action) against Sellers with
respect to the assumed liabilities.
]*14. Conditions Precedent to Buyer's Obligations
The obligations of Buyer under this agreement are conditioned on the following all having occurred
on or before the closing date:
(a)
All actions, proceedings, instruments, and documents required of the Company and
the Sellers under this agreement shall be in a form approved by counsel for Buyer, provided
that such approval shall not be unreasonably withheld.
(b)
The representations and warranties made by the Company and the Sellers in this
agreement shall be substantially correct on the closing date, except as affected by
transactions contemplated in this agreement and changes occurring in the ordinary course of
business, with the same force and effect as though the representations and warranties had
been made on the closing date.
(c)
The instruments executed and delivered to Buyer by each of the Company and the
Sellers pursuant to this agreement are valid in accordance with their terms and effectively
vest in Buyer good and marketable title to the assets and business as contemplated by this
agreement, free and clear of any liabilities, obligations, and encumbrances, except those
liabilities and obligations expressly assumed by Buyer as provided in this agreement.
15. Broker's Fees
______ shall compensate ______ for its assistance in arranging this sale. Each party represents and
warrants to each other party that no other person or firm brought about the sale or is entitled to
compensation in respect to it.
*[16. Employment of Seller
Buyer shall employ ______ for a period of [spelled number of years] (______) year[s] beginning on
the closing date for an aggregate remuneration of $______ payable in ______ installments. ______
shall accept such employment and make himself or herself available, on a full-time basis, to
perform services comparable in scope and nature to those that ______ has previously performed for
the Company. Further, any patents or patent applications, whether domestic or foreign, any
inventions, whether developed or in the process of development, any research and development
projects, and any designs and processes that relate to ______ that ______ may develop during the
[spelled number of years] (______) year period shall belong to and be the property of Buyer. At the
end of the prescribed term, either party may terminate the employment relationship, or it may be
extended subject to such modifications as may be agreed on by both parties.
]*17. Covenant Not To Compete
For a period continuing for [spelled number of years] (______) year[s] after the closing date,

[names of members] shall not, directly or indirectly, enter the employment of, or perform any
advisory or consulting service for, or make a substantial investment in, any Company, partnership,
organization, proprietorship, or other entity that engages in any business involving ______, and
[names of members] shall not make available to any other person or firm any data, research,
invention, patent, or process relating to ______.
18. Expenses of Negotiation and Transfer
Each party shall pay the party's own expenses, taxes, and other costs incident to or resulting from
this agreement, whether or not the transactions contemplated hereby are consummated. The costs of
Sellers shall include the preparation of documents of transfer and documentary stamp taxes.
Buyer's costs shall include fees for the filing or recording of instruments of transfer.
19. Notices
Any notice to be given under this agreement shall be given in writing and delivered personally or by
registered or certified mail, postage prepaid, as follows:
(a)

If to Buyer, addressed to ______, ______, ______, ______ ______.

(b)

If to Sellers, addressed to [names and addresses of members].

(c)

If to Company, addressed to ______, ______, ______, ______ ______.

20. Entire Agreement

This instrument contains the entire agreement between the parties with respect to the transaction
contemplated. It may be executed in one or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument.
*[21. Confidentiality and Nondisclosure
All confidential information which shall have been furnished or disclosed by Buyer or Sellers to the
other pursuant to this Agreement shall be held in confidence pursuant to the Confidential
Nondisclosure Agreement between Buyer and Sellers dated ______, and shall not be disclosed to
any person other than their respective employees, directors, legal counsel, accountants or financial
advisors, with a need to have access to such information.
]*
In witness whereof the parties have executed this agreement on the date first above written.
SELLERS:
[Sig Block Party 1]
[Notary Party 1]

PURCHASER:
[Sig Block Party 2]
[Notary Party 2]