BUSINESS PURCHASE AGREEMENT

This Business Purchase Agreement (this "Agreement") is made and entered into on
January 12, 20XX, by and between XXX LLC, having its principal office of
business at XXX Street,6 ("Seller"), on the one hand,
and Rani Anand, having its principal office of business at ,XXX ("Buyer"), on the other hand. Seller and Buyer are collectively referred
to herein as the "Parties", and are sometimes referred to individually as a "Party".

RECITALS:

WHEREAS, the Seller is the 100% the owner of Raw Beauty LLC, located at 22428 W
64th St, Shawnee, Kansas 66226 (collectively, the "Business");

WHEREAS, the Seller desires to sell ownership of this Business interest to the Buyer,
who by virtue of the Bylaws and any other amendments or resolutions is a 81% percent
owner;
WHEREAS, by mutual agreement between the Seller and the Buyer, the Seller will
have a 19% ownership, in the role of a “Silent Partner”, and have said percentage of
liability over the Business;
WHEREAS, by mutual agreement between the Seller and the Buyer, the Seller will
continue to make products and ship to the buyer as part of their responsibility against
19% ownership.
WHEREAS, unless another agreement is reached between the seller and the buyer, the
Seller has expressed desires to be completely bought out by the buyer within a one
yearone-year period, which would result in 100% ownership byof the buyer;
WHEREAS, by mutual agreement between the Seller and the Buyer, even after 100%
sale of the business, the Buyer and the Seller make a good faith agreement to utilize
the Seller’s skills to make products and pay $15/hr or a reasonable amount that both
parties could agree on.

NOW, THEREFORE, for and in consideration of the mutual covenants and benefits
derived and to be derived from this Agreement by each Party, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Seller and the Buyer hereby agree as follows:
A. A. Subject Matter
B.

1. 1. Description of Business
2.
The Business includes the following properties:

i. The Inventory, which includes the stock in trade and merchandise, raw materials,
work in progress and finished goods to be sold and purchased under this
Agreement.
ii.
iii.
iv. All the furniture, fixtures, equipment, and other tangible assets
v.
vi.
vii. All the trade, goodwill, and other intangible assets
viii.
ix.
x. 1. All social media accounts including but not limited to facebookFacebook page,
Instagram page, pinterestPinterest, twitter, tiktok and more
2. Company website and all selling platforms including but not limited to shopify,
Etsy, Amazon, other e-commerce sites and more.
xi.
3. All 3rd party selling or dropshipping agreements
xii.
4. All artwork, promotional stuff, training videos, tutorials
xiii.

5. All formula and intellectual property
xiv.
6. All aspects of candle business including all of the above
xv.
7. All previous sales history, customer contacts, customer data, reports, market
analysis summaries
xvi.
8. Training up to 8 weeks (or 40 days) or as needed within a period of 6 months.

3. Agreement to Sell
4.
Subject to and in accordance with the terms and conditions of this Agreement, the
Buyer agrees to purchase the Business from the Seller, and the Seller agrees to sell the
Business to the Buyer. The Seller represents and warrants to the Buyer that it has (and
the Buyer will have) good and marketable title to the Business, free and clear of all liens
and encumbrances.

5. 2. Purchase Price and Method of Payment
The Buyer shall pay and the Seller shall accept the purchase price for the Business as
follows:

i. Consideration
As total consideration for the purchase and sale of the Business (including its tangible
and intangible assets as described above), and the Buyer’s assumption of the assumed
obligations and all other liabilities provided for in this Agreement, the Buyer shall pay to
the Seller the sum of $24,300.00, in 3 installments and such total consideration to be
referred to in this Agreement as the "Purchase Price." First installment of $5000.00
has already been paid. Remaining two monthly installments are for $9,650 each, which
would also provide for 8 weeks of training after purchase.

ii. Payment

The sum of $5000.00 as first installment which also serves as the earnest money has
already been delivered to the Seller. Subject to the following conditions, the Buyer shall
make second installment of $9,650 at the time of signing this agreement. Third and final
payment of $9,650 would be delivered 30 days after realizing the first $5000 of sales. In
the event that the purchase and sale shall be consummated pursuant to the terms of
said contract, the Seller or the Seller’s Escrow Agent shall, at such closing, deliver to
the Seller the Earnest Money, and the Buyer shall be given credit toward the purchase
price for the payment of the Earnest Money. In the event that the closing does not
occur, the Buyer’s deposited earnest money should be returned to the Buyer. Unless
the Buyer does not make a good faith effort to obtain financing, the Buyer shall be
returned their earnest money if closing does not occur.

iii. Allocation
The Purchase Price shall be allocated for tax purposes as follows:

Asset Purchased Fair Market Value
Business Entity (Raw Beauty LLC), Product formula, selling platforms, customer info,
and business know how $25,000.00
Inventory of finished goods*, packaging, raw materials, collaterals $5,000.00

*As much as possible and as directed by the buyer, all raw material and packaging
material inventory should be converted into finished goods without label.

iv. Fair Market Value
The Buyer and the Seller each acknowledge that the amount of Purchase Price
allocated to the Business properties represents the fair market value of the properties.
Buyer and Seller each agree to report the sale of the business for income tax purposes
according to the allocations set forth herein.

6. 3. Closing
Time and Place of Closing

Closing is the date and time at which parties agree to finalize this transaction. The
closing date is designated as or before June 30, 2022, provided there are no
unforeseen delays.

At Closing, the Seller shall deliver to the Buyer a final, executed Bill of Sale transferring
to the Buyer all of the assets of the Business sold hereunder, free and clear of any and
all liens, encumbrances, security interests, debts or taxes of any nature whatsoever.
The Seller shall also produce an Affidavit of Title indicating the Seller’s authority to sell
and transfer the Business and its assets. Finally, the Seller shall execute and deliver an
assignment of the assumed name of the Business to the Buyer and any other
documents necessary to finalize this Agreement.

C. B. Representations and Warranties of Seller

The Seller makes the following representation and warranties as of the date hereof and
as of the date of Closing, except when otherwise indicated.

i. Organization and Standing
The Business is duly organized, validly existing, in good standing under the laws of the
State of Kansas and is qualified to carry on its business in the State of Kansas, and has
the corporate power and authority to carry on its business as it is now being conducted.

ii. Authority Relative to this Agreement
Except as otherwise stated herein, the Seller has full power and authority to execute
this Agreement and carry out the transactions contemplated by it. No further action is
necessary by the Seller to make this Agreement valid and binding upon the Seller and
enforceable against it in accordance with the terms hereof, or to carry out the actions
contemplated hereby. The execution, delivery, and performance of this Agreement by
the Seller will not constitute:
a. (i) a breach or a violation of the Corporation’s Certificate of Incorporation,
by-laws, or of any law, agreement, indenture, deed of trust, mortgage,
loan agreement or other instrument to which it is a party, or by which it is
bound;
b.
c.
d. (ii) a violation of any order, judgment or decree to which it is a party or by
which its assets or properties is bound or affected; or
e.
f.
g. (iii) result in the creation of any lien, charge or encumbrance upon its
assets or properties except as stated herein.

iii. Authorization and Enforceability
This Agreement constitutes the Seller’s legal, valid and binding obligation, enforceable
in accordance with its terms, subject, however, to the effects of bankruptcy, insolvency,
reorganization, moratorium, fraudulent transfer and conveyance and other laws for the
protection of creditors, as well as to general principles of equity, regardless whether
such enforceability is considered in a proceeding in equity.

iv.
v. Tax Matters
The Seller has timely prepared and filed all federal, state, and local tax returns and
reports as are and have been required to be filed, and all taxes shown thereon to be
due have been paid in full, including but not limited to sales tax, withholding tax, and all
other taxes of every nature.

vi. Properties
The Seller has good and merchantable title to all of its properties and assets that
constitute "Business" as defined herein. At Closing, such properties and assets will be
subject to no mortgage, pledge, lien, conditional sales agreement, security agreement,
encumbrance or charge, secured or unsecured, except for those taxes which shall be

pro-rated as of the date of Closing. The Seller has or will pay all debts incurred by it up
to the date of occupancy by the Buyer including all employee compensation and utilities.

vii. Litigation
There is no action, suit, proceeding, claim or investigation by any person, entity, or
governmental entity pending or, to the Seller’s knowledge, threatened against it before
any governmental entity that impedes or is likely to impede its ability to consummate the
transaction.

viii. Compliance with Applicable Laws
None of the Seller’s actions in transferring good and merchantable title to those assets
and properties set out in herein are prohibited by or have violated or will violate any law
in effect on the date of this Agreement or on the date of closing.

ix. Documents for Review
The Seller’s Documents for Review enumerated in Exhibit "A" attached hereto and
made a part hereof are true, authentic, and correct copies of the originals, or as
appropriate the originals themselves, and no alterations and modifications thereof have
been made.

Non-Compete
Upon finalizing this transaction, for a period of 3 years, the Seller will not directly or
indirectly engage in any business competitive with Raw Beauty LLC. This covenant
shall apply to the geographical area that includes United States and Canada Directly or
indirectly engaging in any competitive business includes, but is not limited to: (i)
engaging in a business as owner, partner, or agent, (ii) becoming an employee of any
third party that is engaged in such business, (iii) becoming interested directly or
indirectly in any such business, or (iv) soliciting any customer or current Executive or
Employee of Raw Beauty LLC for the benefit of a third party that is engaged in such
business. A penalty for violation would include upto $2 MM (two million dollars) plus

attorney and court fees. The parties agree that this non-compete provision will not
adversely affect Raw Beauty LLC’s livelihood.

The lease currently operative on the premises, if applicable, is in good standing and all
payments required to be made under the lease have been made by Seller. All rent
averages, rent, maintenance and other expenses relating to the lease including any real
property tax obligations and insurance obligations up to occupancy by Buyer are the
responsibility of Seller.

x. No Other Representations or Warranties; Disclosed Materials
The Seller makes no other express or implied representations of warranty with respect
to the Seller, and the Seller disclaims any other representations or warranties not
contained in this Agreement, whether made by the Seller, any affiliate of the Seller, or
any of their respective officers, directors, managers, partners, employees or agents.

E. C. Representations and Warranties by both Buyer and Seller

The Buyer makes the following representations and warranties as of Closing and as of
the date hereof.

i. Warrants
The Buyer and the Seller hereby represent and warrant that there has been no act or
omission by the Buyer or the Seller which would give rise to any valid claim against any
of the parties hereto for a brokerage commission, finder’s fee, or other like payment in
connection with the transactions contemplated hereby.

ii. Financial Resources
The Buyer shall have as of Closing, sufficient funds with which to pay the Closing
Amount and consummate the transaction and, following Closing, the Buyer will have

sufficient funds to pay any adjustments to the Purchase Price and meet its other
payment obligations under this Agreement.

iii. Payment of Costs and Expenses
Except as expressly provided to the contrary in this Agreement, each party shall pay all
of its own costs and expenses incurred with respect to the negotiation, execution and
delivery of this Agreement and the exhibits hereto.

iv. Litigation
There is no action, suit, proceeding, claim or investigation by any person, entity, or
governmental entity pending or, to the Buyer’s knowledge, threatened against it before
any governmental entity that impedes or is likely to impede its ability to consummate the
transaction and to assume the liabilities to be assumed by it under this Agreement.
v. Bankruptcy
There are no bankruptcy, reorganization or arrangement proceedings pending, being
contemplated by or to such the Buyer’s knowledge threatened against such Buyer or
any affiliate of such Buyer.
vi. Buyer’s Evaluation
The Buyer acknowledges that it is an experienced and knowledgeable investor in
Cosmetics, luxury good, gems, perfumes, oils, and is aware of the risks.
G. Transactions Prior to Closing
i. Conduct of the Seller’s Business until Closing
Except as the Buyer may otherwise consent in writing prior to the Closing Date, the
Seller will not enter into any transaction, take any action, or fail to take any action which
would result in or could reasonably be expected to result in or cause any of the
representations and warranties of the Seller contained in this Agreement to be void,
invalid, or false on the Closing Date.
ii. Resignations

The Seller shall deliver to the Buyer prior to the Closing Date such resignations of
officers or employees of the business as the Buyer shall indicate, and each such
resignation to be effective on the Closing Date.
iii. Satisfactions
The Seller shall deliver to the Buyer on the Closing Date a satisfaction of any
encumbrance or lien on the business property, satisfactory in form and substance to the
Buyer, indicating that the then outstanding unpaid principal balance of any promissory
note secured thereby has been paid in full prior to or simultaneously with the closing.
iv. Advice of Changes
Between the date hereof and the Closing Date, the Seller will promptly advise the Buyer
in writing of any fact which, if existing or known at the date hereof, would have been
required to be set forth herein or disclosed pursuant to this Agreement.
v. Documents
The Seller shall deliver to the Buyer at closing such documents which are in the Buyer’s
sole discretion and necessary to fully satisfy the objectives of this Agreement in content
and form.

H. Indemnification

I. Buyer shall indemnify and hold Seller harmless from any and all liabilities
and obligations arising from Buyer’s operation of the business after the
Closing. Similarly, Seller shall indemnify and hold Buyer harmless from any
and all liabilities and obligations arising from Seller’s operation of the

business prior to the Closing.

J.
K. Default

L. After execution of this Agreement by the parties, if either party fails to
perform its respective obligations, or breaches a warranty or covenant, that
would constitute a default. The defaulting party shall cure the default within
10 days of notice by the other party. In the event of a failure to cure such
default by either party within the stipulated time, Seller or Buyer shall have
the right to cancel this transaction and/or sue for damages in addition to
any other relief provided under this Agreement. In a suit for default, the
prevailing party shall recover reasonable attorney fees.

N. Survival of Representations and Warranties

O. Each of the parties to this Agreement covenants and agrees that their
respective representations, warranties, covenants, statements, and
agreements contained in this Agreement shall survive the Closing Date.
Except the exhibits hereto or the documents and papers delivered by Seller

to Buyer in connection with the Agreement herewith, there are no other
agreements, representations, warranties, or covenants by or among the
parties hereto with respect to the subject matter hereof.

Q. Buyer’s Evaluation

R. Buyer acknowledges that it is an experienced and knowledgeable investor
in Cosmetics, luxury good, gems, perfumes, oils, and is aware of the risks.

S.
T. Cooperation

U. Both Seller and Buyer agrees to cooperate fully with each other and to
execute such further instruments, documents and agreements and to give
such further written assurances, as may be reasonably requested by the
parties, to better evidence and consummate the transactions described
herein and contemplated hereby, and to carry into effect the intents and

purposes of this Agreement.

V.
W. Bankruptcy

X. There are no bankruptcy, reorganization or arrangement proceedings
pending, being contemplated by or to such Buyer’s knowledge threatened

against such Buyer or any affiliate of such Buyer.

Y.
Z. Confidentiality

AA. Both Seller and Buyer shall not divulge, communicate, or use to the
detriment of the other or for the benefit of any other person or persons, or
misuse in any way, any of Seller’s confidential information discovered by
or disclosed to Seller or Buyer as a result of the delivery, execution or

performance of this Agreement.

BB.

CC. No Investment Company

DD. Buyer is not (a) an investment company or a company controlled by
an investment company within the meaning of the Investment Company
Act of 1940, as amended, or (b) subject in any respect to the provisions of

that Act.
EE.

FF. D. Transactions Prior to Closing

GG.

HH. Conduct of Seller’s Business until Closing

II. Except as Buyer may otherwise consent in writing prior to the Closing
Date, Seller will not enter into any transaction, take any action, or fail to
take any action which would result in or could reasonably be expected to
result in or cause any of the representations and warranties of Seller
contained in this Agreement to be void, invalid, or false on the Closing

Date.
JJ.

KK. Resignations

LL. Seller shall deliver to Buyer prior to the Closing Date such resignations of
officers or employees of the business as Buyer shall indicate, and each

such resignation to be effective on the Closing Date.

MM.
NN. Satisfactions

OO. Seller shall deliver to Buyer on the Closing Date a satisfaction of any
encumbrance or lien on the business property, satisfactory in form and
substance to the Buyer, indicating that the then outstanding unpaid
principal balance of any promissory note secured thereby has been paid in

full prior to or simultaneously with the closing.

PP.

QQ. Advice of Changes

RR. Between the date hereof and the Closing Date, Seller will promptly
advise Buyer in writing of any fact which, if existing or known at the date
hereof, would have been required to be set forth herein or disclosed

pursuant to this Agreement.
SS.
TT. Documents

UU. Seller shall deliver to Buyer at closing such documents which are in
Buyer’s sole discretion and necessary to fully satisfy the objectives of this

Agreement in content and form.

VV.

WW. E. General Provisions

XX.

1. Indemnification
The Buyer shall indemnify and hold the Seller harmless from any and all liabilities and
obligations arising from the Buyer’s operation of the business after the Closing.
Similarly, the Seller shall indemnify and hold the Buyer harmless from any and all
liabilities and obligations arising from the Seller’s operation of the business prior to the
Closing.
2. Default
After execution of this Agreement by the parties, if either party fails to perform its
respective obligations, or breaches a warranty or covenant, that would constitute a
default. The defaulting party shall cure the default within 10 days of notice by the other
party. In the event of a failure to cure such default by either party within the stipulated
time, the Seller or the Buyer shall have the right to cancel this transaction and/or sue for
damages in addition to any other relief provided under this Agreement. In a suit for
default, the prevailing party shall recover reasonable attorney fees.
3. Survival of Representations and Warranties

Each of the parties to this Agreement covenants and agrees that their respective
representations, warranties, covenants, statements, and agreements contained in this
Agreement shall survive the Closing Date. Except the exhibits hereto or the documents
and papers delivered by the Seller to the Buyer in connection with the Agreement
herewith, there are no other agreements, representations, warranties, or covenants by
or among the parties hereto with respect to the subject matter hereof.
4. Cooperation
Both the Seller and the Buyer agree to cooperate fully with each other and to execute
such further instruments, documents and agreements and to give such further written
assurances, as may be reasonably requested by the parties, to better evidence and
consummate the transactions described herein and contemplated hereby, and to carry
into effect the intents and purposes of this Agreement.
5. Non-Compete
Upon finalizing this transaction, for a period of 3 years, the Seller will not directly or
indirectly engage in any business competitive with Raw Beauty LLC. This covenant
shall apply to the geographical area that includes United States and Canada Directly or
indirectly engaging in any competitive business includes, but is not limited to: (i)
engaging in a business as owner, partner, or agent, (ii) becoming an employee of any
third party that is engaged in such business, (iii) becoming interested directly or
indirectly in any such business, or (iv) soliciting any customer or current Executive or
Employee of Raw Beauty LLC for the benefit of a third party that is engaged in such
business. A penalty for violation would include upto $2 MM (two million dollars) plus
attorney and court fees. The parties agree that this non-compete provision will not
adversely affect Raw Beauty LLC’s livelihood.

The lease currently operative on the premises, if applicable, is in good standing and all
payments required to be made under the lease have been made by the Seller. All rent
averages, rent, maintenance and other expenses relating to the lease including any real
property tax obligations and insurance obligations up to occupancy by the Buyer are the
responsibility of the Seller.
6. Confidentiality

Both the Seller and the Buyer shall not divulge, communicate, or use to the detriment of
the other or for the benefit of any other person or persons, or misuse in any way, any of
the Seller’s confidential information discovered by or disclosed to the Seller or the Buyer
as a result of the delivery, execution or performance of this Agreement.
7. No Investment Company
The Buyer is not; –
a) an investment company or a company controlled by an investment company
within the meaning of the Investment Company Act of 1940, as amended, or
b) subject in any respect to the provisions of that Act.
8. Waivers
No action taken pursuant to this Agreement including any investigation by or on behalf
of any party shall be deemed to constitute a waiver by the party taking such action of
compliance with any representation, warranty, covenant or agreement contained herein
or therein and in any documents delivered in connection herewith or therewith. The
waiver by any party hereto of a breach of any provision of this Agreement shall not
operate or be construed as a waiver of any subsequent breach.

9. No Third-Party Beneficiaries
Except as otherwise provided, nothing in this Agreement shall provide any benefit to
any third party or entitle any third party to any claim, cause of action, remedy, or right of
any kind, it being the intent of the Parties that this Agreement shall not be construed as
a third-party beneficiary contract.

10. Notices
All notices, requests, demands and other communications which are required or may be
given under this Agreement shall be in writing and shall be deemed to have been duly
given if delivered or mailed, first class mail, postage prepaid to the Seller, the Buyer, or
to such other address as such party shall have specified by notice in writing to the other
party.

11. Sections and Other Headings

The section and other headings contained in this Agreement are for reference purposes
only and shall not affect the meaning or interpretations of this Agreement.

12. Governing Law; Venue
This agreement and all transactions contemplated hereby shall be governed by and
construed and enforced in accordance with the laws of CaliforniaKansas.

13. Dispute Resolution
The parties will attempt to resolve any dispute arising out of or relating to this
Agreement through friendly negotiations amongst the parties. If the matter is not
resolved through negotiation, the parties will resolve the dispute using the below
Alternative Dispute Resolution (ADR) procedure.

Any controversies or disputes arising out of or relating to this Agreement will be
submitted to mediation in accordance with any statutory rules of mediation. If mediation
does not successfully resolve the dispute, the parties may proceed to seek any other
form of resolution in accordance with rights and remedies afforded to them by law.

14. Conditions Precedent
If the obligations and responsibility of either party are not fulfilled by the appropriate
dates thereof, then this Agreement shall be deemed null and void and any deposits paid
at said time shall be returned to the Buyer forthwith.

15. Time is of the Essence
Time and timely performance are of the essence in this contract and of the covenants
and provisions hereunder.

16. Successors and Assigns
This Agreement may not be assigned without the prior written consent of the parties
hereto. Rights and obligations created by this contract shall be binding upon and inure
to the benefit of the parties hereto, their successors and assigns. Whenever used, the

singular number shall include the plural, the plural the singular, and the use of any
gender shall include all genders.

17. Contractual Procedures
Unless specifically disallowed by law, service of process in any litigation that arise
hereunder may be obtained through certified mail, return receipt requested; the parties
hereto waiving any and all rights they may have to object to the method by which
service was perfected.

18. Extraordinary Remedies
To the extent cognizable at law, in the event of breach the parties hereto may obtain
injunctive relief in addition to any and all other remedies available thereto regardless of
whether the injured party can demonstrate that no adequate remedy exists at law.

19. Entire Agreement
This Contract contains the entire agreement of the parties, and there are no other
promises or conditions in any other agreement whether oral or written concerning the
subject matter of this Contract.
This Contract supersedes any prior written or oral agreements between the parties.

20. Severability
If any provision of this Contract will be held to be invalid or unenforceable for any
reason, the remaining provisions will continue to be valid and enforceable. If a court
finds that any provision of this Contract is invalid or unenforceable, but that by limiting
such provision it would become valid and enforceable, then such provision will be
deemed to be written, construed, and enforced as so limited.

21. Amendments
This Contract may be modified or amended in writing, if the writing is signed by the
party obligated under the amendment.
22. Initials and Exhibits
This Contract shall not be valid and enforceable unless it is properly executed by the
Buyer and the Seller and their initials affixed to each page of the exhibits attached
hereto and made a part hereof.

23. Signatories
This Agreement shall be executed on behalf of Raw Beauty LLC by Delia Worley, its
Owner, and on behalf of Rani Anand by Rani Anand, its Owner.

BUSINESS:

By: ___________________________________ Date: __________________
Raw Beauty LLC
Delia Worley, its Owner

BUYER:

By: ___________________________________ Date: __________________
Rani Anand
Rani Anand, its Owner

Exhibit "A"
Documents for Review

Financial and Operating Statement(s)

Sales Tax Return(s)

Income Tax Return(s)

Accounts Payable/Receivables Ledger

Corporate Articles of Incorporation

Corporate Bylaws

Corporate Minutes and Resolutions

P&L for the last 3 years minimum, sales records with Etsy and Shopify, Reviews,
Product Formulation Disclosures, and more as needed later

For all documents named above the Seller shall provide full and complete records
covering the past 5 years.

________________________
Raw Beauty LLC

________________________

BUSINESS PURCHASE AGREEMENT

This Business Purchase Agreement (this "Agreement") is made and entered into on
January 12, 2022, by and between Raw Beauty LLC, having its principal office of
business at 22428 W 64th Street, Shawnee, Kansas 66226 ("Seller"), on the one hand,
and Rani Anand, having its principal office of business at 17309 ELY AVE, cerritos,
California 90703 ("Buyer"), on the other hand. Seller and Buyer are collectively referred
to herein as the "Parties", and are sometimes referred to individually as a "Party".

RECITALS:

WHEREAS, the Seller is the 100% the owner of Raw Beauty LLC, located at 22428 W
64th St, Shawnee, Kansas 66226 (collectively, the "Business");

1. 1. Description of Business
2.
The Business includes the following properties:

5. 2. Purchase Price and Method of Payment
The Buyer shall pay and the Seller shall accept the purchase price for the Business as
follows:

ii. Payment

iii. Allocation
The Purchase Price shall be allocated for tax purposes as follows:

*As much as possible and as directed by the buyer, all raw material and packaging
material inventory should be converted into finished goods without label.

6. 3. Closing
Time and Place of Closing

Closing is the date and time at which parties agree to finalize this transaction. The
closing date is designated as or before June 30, 2022, provided there are no
unforeseen delays.

C. B. Representations and Warranties of Seller

The Seller makes the following representation and warranties as of the date hereof and
as of the date of Closing, except when otherwise indicated.

pro-rated as of the date of Closing. The Seller has or will pay all debts incurred by it up
to the date of occupancy by the Buyer including all employee compensation and utilities.

attorney and court fees. The parties agree that this non-compete provision will not
adversely affect Raw Beauty LLC’s livelihood.

E. C. Representations and Warranties by both Buyer and Seller

The Buyer makes the following representations and warranties as of Closing and as of
the date hereof.

ii. Financial Resources
The Buyer shall have as of Closing, sufficient funds with which to pay the Closing
Amount and consummate the transaction and, following Closing, the Buyer will have

sufficient funds to pay any adjustments to the Purchase Price and meet its other
payment obligations under this Agreement.

H. Indemnification

business prior to the Closing.

J.
K. Default

N. Survival of Representations and Warranties

to Buyer in connection with the Agreement herewith, there are no other
agreements, representations, warranties, or covenants by or among the
parties hereto with respect to the subject matter hereof.

Q. Buyer’s Evaluation

R. Buyer acknowledges that it is an experienced and knowledgeable investor
in Cosmetics, luxury good, gems, perfumes, oils, and is aware of the risks.

S.
T. Cooperation

purposes of this Agreement.

V.
W. Bankruptcy

X. There are no bankruptcy, reorganization or arrangement proceedings
pending, being contemplated by or to such Buyer’s knowledge threatened

against such Buyer or any affiliate of such Buyer.

Y.
Z. Confidentiality

performance of this Agreement.

BB.

CC. No Investment Company

that Act.
EE.

FF. D. Transactions Prior to Closing

GG.

HH. Conduct of Seller’s Business until Closing

Date.
JJ.

KK. Resignations

LL. Seller shall deliver to Buyer prior to the Closing Date such resignations of
officers or employees of the business as Buyer shall indicate, and each

such resignation to be effective on the Closing Date.

MM.
NN. Satisfactions

full prior to or simultaneously with the closing.

PP.

QQ. Advice of Changes

pursuant to this Agreement.
SS.
TT. Documents

UU. Seller shall deliver to Buyer at closing such documents which are in
Buyer’s sole discretion and necessary to fully satisfy the objectives of this

Agreement in content and form.

VV.

WW. E. General Provisions

XX.

11. Sections and Other Headings

The section and other headings contained in this Agreement are for reference purposes
only and shall not affect the meaning or interpretations of this Agreement.

12. Governing Law; Venue
This agreement and all transactions contemplated hereby shall be governed by and
construed and enforced in accordance with the laws of CaliforniaKansas.

15. Time is of the Essence
Time and timely performance are of the essence in this contract and of the covenants
and provisions hereunder.

singular number shall include the plural, the plural the singular, and the use of any
gender shall include all genders.

23. Signatories
This Agreement shall be executed on behalf of Raw Beauty LLC by Delia Worley, its
Owner, and on behalf of Rani Anand by Rani Anand, its Owner.

BUSINESS:

By: ___________________________________ Date: __________________
Raw Beauty LLC
Delia Worley, its Owner

BUYER:

By: ___________________________________ Date: __________________
Rani Anand
Rani Anand, its Owner

Exhibit "A"
Documents for Review

Financial and Operating Statement(s)

Sales Tax Return(s)

Income Tax Return(s)

Accounts Payable/Receivables Ledger

Corporate Articles of Incorporation

Corporate Bylaws

Corporate Minutes and Resolutions

P&L for the last 3 years minimum, sales records with Etsy and Shopify, Reviews,
Product Formulation Disclosures, and more as needed later

For all documents named above the Seller shall provide full and complete records
covering the past 5 years.

________________________
Raw Beauty LLC

________________________

At Legal writing experts, we would be happy to assist in preparing any legal document you need. We are international lawyers and attorneys with significant experience in legal drafting, Commercial-Corporate practice and consulting. In the last few years, we have successfully undertaken similar assignments for clients from different jurisdictions. If given this opportunity, The LegalPen will be able to prepare the legal document within the shortest time possible. You can send us your quick enquiry ( here )

BUSINESS PURCHASE AGREEMENT

Recent Posts

Quick Links

Legal Info

Services

Contact Us