Letter Of Intent For Purchase Of Assets (Page 2 of 5) in pdf

Letter Of Intent For Purchase Of Assets Page 2

The Transaction shall include the purchase of all of the assets of the

Company, including but not limited to:

All Right, title and exclusive interest to all patents, trademarks, trade

names, technical processes, know-how or other intellectual property

associated with the business of the Company, whether registered or not;

All tangible and intangible property related to the business of the

Company including customer lists, records, goodwill and other intangible

assets;

All contracts for purchases from suppliers or deliveries, to customers of

the Company; and

Any other assets of any nature whatsoever that are related to or used in

connection with the business of the Company and its goodwill.

1. TOTAL CONSIDERATION

The Total Consideration of [$ ], shall be payable to the Shareholders as

follows:

a. CASH PURCHASE PRICE

A cash amount of $[purchase price amount] to be paid at Closing, subject

to adjustments as described under A3a below (the "Cash Purchase Price").

b. ASSUMED LIABILITIES

The assumption of [$ ] composed of certain liabilities as listed on the

Closing balance sheet (the "Assumed Liabilities").

c. OWNERSHIP OF NEWCO

Common Stock in Newco representing [ ]% of the fully diluted stock at

Closing.

3. PURCHASE PRICE ADJUSTMENT

a. CLOSING ADJUSTMENT

PARTIAL VIEW ONLY – REMAINDER VIEWABLE BY

MEMBERS ONLY

Letter Of Intent For Purchase Of Assets Page 2