This Acquisition Agreement (the “Agreement”) dated this ___ day of January 2022, between:

Buesing Corp. and Silverleaf IV, LLC (the “Seller”)

  • AND –

The HF Acquisition Company, LLC (the “Buyer”)

IN CONSIDERATION OF the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Seller and the Buyer (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:

Article 1: Business to be Acquired and Assumed Liabilities

Buyer will acquire all of the assets, tangible and intangible, owned by Seller that are used in, or necessary for the conduct of, its software development business, including, without limitation: (i) the construction software, subject to any obligations contained in disclosed license agreements and all related intellectual property; (ii) the fixed assets of Seller, (iii) any and all customer lists; and (iv) the goodwill associated therewith, all free and clear of any security interests, mortgages or other encumbrances. Buyer will not assume liability for outstanding taxes. 

Article 2: Consideration

The aggregate consideration for the assets and business to be purchased will be $138,750,000.00 provided, however, that the working capital (current assets less current liabilities) of the business to be purchased equals or exceeds $16,000,000.00, as shown on a closing date balance sheet prepared in accordance with generally accepted accounting principles. 

Article 3: Purchase Price and Structure

This consideration is calculated as follows: from the initial $128,000,000, Buyer deducted $40,000,000 for equipment and added $15,000,000 for equipment paid to bring the figure to $103,000,000. The back order of $71,500,000 should be split 50/50 such that each Party gets $35,750,000. Adding $103,000,000 to $35,750,000 brings the final figure to $138,750,000. The earn our balance will be $53,000,000 payable in five instalments of $10,600,000 beginning 2023. 

Article 4: Due Diligence

Promptly following the execution of this Acquisition Agreement, Seller will allow Buyer to complete examination of Seller’s financial, accounting and business records and the contracts and other legal documents and generally to complete due diligence. Any information obtained by Buyer as a result thereof will be maintained by Buyer in strict confidence subject to the terms of the Confidentiality Agreement executed by the parties and dated February 27, 2021 (the “Confidentiality Agreement”). The parties will cooperate to complete due diligence expeditiously.

Article 5: Conduct in Ordinary Course

In addition to the conditions discussed herein and any others to be contained in a definitive written purchase agreement (the “Purchase Agreement”), consummation of the acquisition would be subject to Seller having conducted its business in the ordinary course during the period between the date hereof and the date of closing and there having been no material adverse change in its business, financial condition or prospects.

Article 6: Definitive Purchase Agreement

All of the terms and conditions of the proposed transaction would be stated in the Purchase Agreement, to be negotiated, agreed and executed by Buyer and Seller. Neither party intends to be bound by any oral or written statements or correspondence concerning the Purchase Agreement arising during the course of negotiations, notwithstanding that the same may be expressed in terms signifying a partial, preliminary or interim agreement between the parties.

Article 7: Employment Agreement

Simultaneously with the execution of the Purchase Agreement, Buyer will enter into employment agreements current work force on such terms and conditions as would be negotiated and agreed by the employees and Buyer, including mutually agreeable provisions regarding term, base and incentive compensation, confidentiality, assignment to us of intellectual property rights in past and future work product and restrictions on competition. Buyer will also offer employment to substantially all of Seller’s employees and will expect the management team to use its reasonable best efforts to assist Buyer to employ these individuals.

Article 8: Timing

Buyer and Seller will use all reasonable efforts to complete and sign the Purchase Agreement on or before March 1, 2022 and to close the transaction as promptly as practicable thereafter.

Article 9: Expenses

Buyer and Seller agree to pay their respective expenses incident to this Acquisition Agreement, the Purchase Agreement and the transactions contemplated hereby and thereby. 

Article 10: Public Announcements

Neither party will make any announcement of the proposed transaction contemplated by this Acquisition Agreement prior to the execution of the Purchase Agreement without the prior written approval of the other, which approval will not be unreasonably withheld or delayed. The foregoing shall not restrict in any respect Buyer or Seller’s ability to communicate information concerning this Acquisition Agreement and the transactions contemplated hereby to each other, and the Parties’ respective affiliates’, officers, directors, employees and professional advisers, and, to the extent relevant, to third parties whose consent is required in connection with the transaction contemplated by this Acquisition Agreement. 

Article 11: Exclusive Negotiating Rights

In order to induce Buyer to commit the resources, forego other potential opportunities, and incur the legal, accounting and incidental expenses necessary properly to evaluate the possibility of acquiring the assets and business described above, and to negotiate the terms of, and consummate, the transaction contemplated hereby, Seller agrees that for a period of [45] days after the date hereof, Seller, its affiliates and its respective officers, directors, employees and agents shall not initiate, solicit, encourage, directly or indirectly, or accept any offer or proposal, regarding the possible acquisition by any person other than Buyer, including, without limitation, by way of a purchase of shares, purchase of assets or merger, of all or any substantial part of your equity securities or assets, and shall not (other than in the ordinary course of business as heretofore conducted) provide any confidential information regarding your assets or business to any person other than Buyer and its representatives. 

Article 12: Dispute Resolution

In the event of a dispute, the parties shall attempt to resolve it amicably by negotiating in good faith. If, within 14 calendar days after receipt by a Party of a Dispute Notice, the Parties have not succeeded in negotiating a resolution of the Agreement Dispute, the Parties agree to submit the Agreement Dispute at the earliest possible date to mediation conducted in accordance with the Commercial Mediation Rules of the American Arbitration Association (“AAA”), and to bear equally the costs of the mediation; provided, however, that each Party shall bear its own costs in connection with such mediation. The parties agree to participate in good faith in the mediation and negotiations related thereto for a period of thirty (30) days or such longer period as they may mutually agree following the initial mediation session (the “Mediation Period”).

Article 13: Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

Article 14: Notice

All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties of this Agreement as follows:

  1. The HF Acquisition Company, LLC


  1. Buesing Corp and Silverleaf IV, LLC


or to such other address as any Party may from time to time notify the other.

Article 15: Modification of Agreement

Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.

Article 16: Entire Agreement

It is agreed that there is no representation, warranty, collateral agreement, or condition affecting this Agreement except as expressly provided in this Agreement.

Article 17: Titles/Headings

Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.

Article 18: Severability

In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

Article 19: Waiver

The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.

The Parties have duly affixed their signatures under hand and seal on this _____ Day of January, 2022.

Insert Signatory’s Name on behalf of The HF Acquisition Company, LLC

Signature: ______________________________ Date:

Insert Signatory’s Name on behalf of Buesing Corp and Silverleaf IV, LLC

Signature: ______________________________ Date:

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