BUSINESS ASSET PURCHASE AGREEMENT
This Business Asset Purchase Agreement (the “Agreement”) is made and entered into as of _____________ by and between Brett Martin, with an address of 1501 Dexter Rd. North Port, FL 34288 (the “Buyer”) and Keystone Rock Supply and/or Patricia Silence (the “Seller”) of address: __________________________________________________.
RECITALS
Seller desires to sell and transfer to Buyer, and Buyer desires to purchase and acquire from Seller, all of the assets used in Seller’s business located at 767 Tamiami Trail. Port Charlotte, FL 33953 (“Business”) on the terms and conditions set forth in this Agreement.
Seller agrees to finance the purchase of the Business assets, and Buyer agrees to make payments to Seller according to the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:
PURCHASE AND SALE OF BUSINESS ASSETS.
(a) Assets to be Purchased. Seller agrees to sell and transfer to Buyer, and Buyer agrees to purchase and acquire from Seller, all of the assets used in the Business, as described in Exhibit A attached hereto and incorporated herein by reference. The assets to be purchased shall include, but not be limited to, the assets listed in Exhibit A.
(b) Purchase Price. The total purchase price for the Business assets shall be $200,000 (the “Purchase Price”). Buyer shall pay $2,000 to Seller at the time of signing this Agreement as earnest money, which shall be applied towards the down payment. The remaining $48,000 of the down payment shall be paid at closing. The balance of the Purchase Price, $150,000, shall be financed by Seller and repaid by Buyer as set forth in the Promissory Note attached hereto as Exhibit A.
CLOSING:
(a) The closing of the sale of the Assets shall take place on [date] (the “Closing Date”) at [location] or at such other place as the parties may agree upon in writing.
(b) At the Closing, Seller shall deliver to Buyer a bill of sale, assigning all right, title, and interest in and to the Assets to Buyer.
(c) At the Closing, Buyer shall deliver to Seller the balance of the Purchase Price, as set forth in the Section above.
OWNER FINANCING:
The Seller agrees to provide Owner Financing for the balance of the Purchase Price, One Hundred Fifty Thousand Dollars ($150,000), at an interest rate of six percent (6%) per annum. The Promissory Note shall provide for payment of the principal and interest in monthly installments of $1665.00 over a period of ten (10) years or one hundred twenty (120) months.
REPRESENTATIONS AND WARRANTIES OF SELLER.
Seller represents and warrants to Buyer that:
(a) Seller has good and marketable title to the Business assets, free and clear of all liens, claims, and encumbrances;
(b) Seller has the right to sell and transfer the Business assets to Buyer;
(c) The Business assets are in good working condition and repair, ordinary wear and tear excepted; and
(d) Seller has not entered into any agreements, contracts, or other commitments that would prevent or interfere with Seller’s ability to sell the Business assets to Buyer.
REPRESENTATIONS AND WARRANTIES OF BUYER.
Buyer represents and warrants to Seller that:
(a) Buyer has the financial resources and business acumen to acquire and operate the Business assets;
(b) Buyer has conducted its own due diligence investigation of the Business assets and is satisfied with the condition, quality, and value of the Business assets; and
(c) Buyer has not entered into any agreements, contracts, or other commitments that would prevent or interfere with Buyer’s ability to acquire and operate the Business assets.
PROMISSORY NOTE:
Buyer shall execute and deliver to Seller a promissory note in the principal amount of One Hundred Fifty Thousand Dollars ($150,000), substantially in the form of Exhibit B, which shall be secured by the Assets and shall contain terms and provisions customary for a promissory note.
SECURITY INTEREST:
Security Agreement. Buyer shall execute and deliver to Seller a security agreement, substantially in the form of Exhibit C, which shall grant to Seller a security interest in the Assets, including any proceeds thereof, to secure the payment and performance of the obligations under the promissory note.
LIEN:
The Seller shall have a lien on the Assets being financed until the Promissory Note is paid in full, and Maker hereby grants to Seller a security interest in such assets to secure the payment of the Promissory Note.
DISPUTE RESOLUTION:
In a case that the Parties cannot amicably resolve a dispute from this Agreement, the Parties agree to resolve any such dispute or damage claim by mediation. The mediation proceeding shall be conducted in Florida, in accordance with the rules of the American Arbitration Association then in effect with one (1) Mediator to be selected by mutual agreement of the Parties.
The parties could also use arbitration. The parties will both pick an arbitrator who will make a binding decision. The parties must agree that they will abide in the decision made by the arbitrator. The arbitration proceeding shall be conducted in Florida, in accordance to the rules of the American arbitration Association.
The parties could also use litigation in cases where they do not prefer the other two means of dispute resolution. This is where the parties take the dispute to court and let the judge make the decision.
GOVERNING LAW:
This Agreement shall be governed by and construed in accordance with the laws of the state of Florida without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any other jurisdiction.
ENTIRE AGREEMENT:
This Agreement, together with the Promissory Note and Security Agreement attached hereto as Exhibits B and C, respectively, constitutes the entire agreement between the parties with respect to the purchase and sale of the Business assets and supersedes all prior negotiations, understandings, and agreements between the parties, whether written or oral.
AMENDMENTS AND WAIVERS:
This Agreement may not be amended or modified except in writing signed by both parties. Any waiver of any provision of this Agreement must be in writing signed by the party waiving the provision. No waiver of any provision of this Agreement shall be deemed to be a waiver of any other provision or of any subsequent breach of the same provision.
NOTICES:
All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given if delivered personally, sent by registered or certified mail (return receipt requested), or sent by recognized overnight delivery service to the parties at the addresses provided.
COUNTERPARTS:
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Business Asset Purchase Agreement as of the date first written above.
SIGNED by the parties:
BRETT MARTIN
______________________________ Date: _____________
Title: BUYER
KEYSTONE ROCK SUPPLY AND/OR PATRICIA SILENCE
______________________________ Date: _____________
Title: SELLER
EXHIBIT A
Business Assets:
| Item Description | Cost | |
| Bin Blocks | $580.00 | |
| Ford F550 SD | $45,000.00 | |
| Forklift | $1,500.00 | |
| Lawn Mower | $500.00 | |
| Loader | $60,000.00 | |
| Office Building | $3,500.00 | |
| Pipe Saw | $350.00 | |
| Sand Bagger | $6,000.00 | |
| Scale | $1,600.00 | |
| Rock and Stone Inventory | $50,000.00 | |
| Total: | ||
| $169,030.00 | ||
EXHIBIT B: PROMISSORY NOTE
Principal Amount: $150,000.00
Date:
Payment Schedule to reflect monthly payments of $1665.00
| 2023 | $6,501.87 | $5,153.13 | $143,498.13 |
| Jun 2023 | $915.00 | $750.00 | $149,085.00 |
| Jul 2023 | $919.57 | $745.43 | $148,165.43 |
| Aug 2023 | $924.17 | $740.83 | $147,241.26 |
| Sep 2023 | $928.79 | $736.21 | $146,312.47 |
| Oct 2023 | $933.44 | $731.56 | $145,379.03 |
| Nov 2023 | $938.10 | $726.90 | $144,440.93 |
| Dec 2023 | $942.80 | $722.20 | $143,498.13 |
| 2024 | $18,189.93 | $13,445.07 | $131,810.07 |
| Jan 2024 | $947.51 | $717.49 | $142,550.62 |
| Feb 2024 | $952.25 | $712.75 | $141,598.37 |
| Mar 2024 | $957.01 | $707.99 | $140,641.36 |
| Apr 2024 | $961.79 | $703.21 | $139,679.57 |
| May 2024 | $966.60 | $698.40 | $138,712.97 |
| Jun 2024 | $971.44 | $693.56 | $137,741.53 |
| Jul 2024 | $976.29 | $688.71 | $136,765.24 |
| Aug 2024 | $981.17 | $683.83 | $135,784.07 |
| Sep 2024 | $986.08 | $678.92 | $134,797.99 |
| Oct 2024 | $991.01 | $673.99 | $133,806.98 |
| Nov 2024 | $995.97 | $669.03 | $132,811.01 |
| Dec 2024 | $1,000.94 | $664.06 | $131,810.07 |
| 2025 | $30,598.87 | $21,016.13 | $119,401.13 |
| Jan 2025 | $1,005.95 | $659.05 | $130,804.12 |
| Feb 2025 | $1,010.98 | $654.02 | $129,793.14 |
| Mar 2025 | $1,016.03 | $648.97 | $128,777.11 |
| Apr 2025 | $1,021.11 | $643.89 | $127,756.00 |
| May 2025 | $1,026.22 | $638.78 | $126,729.78 |
| Jun 2025 | $1,031.35 | $633.65 | $125,698.43 |
| Jul 2025 | $1,036.51 | $628.49 | $124,661.92 |
| Aug 2025 | $1,041.69 | $623.31 | $123,620.23 |
| Sep 2025 | $1,046.90 | $618.10 | $122,573.33 |
| Oct 2025 | $1,052.13 | $612.87 | $121,521.20 |
| Nov 2025 | $1,057.39 | $607.61 | $120,463.81 |
| Dec 2025 | $1,062.68 | $602.32 | $119,401.13 |
| 2026 | $43,773.16 | $27,821.84 | $106,226.84 |
| Jan 2026 | $1,067.99 | $597.01 | $118,333.14 |
| Feb 2026 | $1,073.33 | $591.67 | $117,259.81 |
| Mar 2026 | $1,078.70 | $586.30 | $116,181.11 |
| Apr 2026 | $1,084.09 | $580.91 | $115,097.02 |
| May 2026 | $1,089.51 | $575.49 | $114,007.51 |
| Jun 2026 | $1,094.96 | $570.04 | $112,912.55 |
| Jul 2026 | $1,100.44 | $564.56 | $111,812.11 |
| Aug 2026 | $1,105.94 | $559.06 | $110,706.17 |
| Sep 2026 | $1,111.47 | $553.53 | $109,594.70 |
| Oct 2026 | $1,117.03 | $547.97 | $108,477.67 |
| Nov 2026 | $1,122.61 | $542.39 | $107,355.06 |
| Dec 2026 | $1,128.22 | $536.78 | $106,226.84 |
| 2027 | $57,760.03 | $33,814.97 | $92,239.97 |
| Jan 2027 | $1,133.87 | $531.13 | $105,092.97 |
| Feb 2027 | $1,139.54 | $525.46 | $103,953.43 |
| Mar 2027 | $1,145.23 | $519.77 | $102,808.20 |
| Apr 2027 | $1,150.96 | $514.04 | $101,657.24 |
| May 2027 | $1,156.71 | $508.29 | $100,500.53 |
| Jun 2027 | $1,162.50 | $502.50 | $99,338.03 |
| Jul 2027 | $1,168.31 | $496.69 | $98,169.72 |
| Aug 2027 | $1,174.15 | $490.85 | $96,995.57 |
| Sep 2027 | $1,180.02 | $484.98 | $95,815.55 |
| Oct 2027 | $1,185.92 | $479.08 | $94,629.63 |
| Nov 2027 | $1,191.85 | $473.15 | $93,437.78 |
| Dec 2027 | $1,197.81 | $467.19 | $92,239.97 |
| 2028 | $72,609.59 | $38,945.41 | $77,390.41 |
| Jan 2028 | $1,203.80 | $461.20 | $91,036.17 |
| Feb 2028 | $1,209.82 | $455.18 | $89,826.35 |
| Mar 2028 | $1,215.87 | $449.13 | $88,610.48 |
| Apr 2028 | $1,221.95 | $443.05 | $87,388.53 |
| May 2028 | $1,228.06 | $436.94 | $86,160.47 |
| Jun 2028 | $1,234.20 | $430.80 | $84,926.27 |
| Jul 2028 | $1,240.37 | $424.63 | $83,685.90 |
| Aug 2028 | $1,246.57 | $418.43 | $82,439.33 |
| Sep 2028 | $1,252.80 | $412.20 | $81,186.53 |
| Oct 2028 | $1,259.07 | $405.93 | $79,927.46 |
| Nov 2028 | $1,265.36 | $399.64 | $78,662.10 |
| Dec 2028 | $1,271.69 | $393.31 | $77,390.41 |
| 2029 | $88,375.02 | $43,159.98 | $61,624.98 |
| Jan 2029 | $1,278.05 | $386.95 | $76,112.36 |
| Feb 2029 | $1,284.44 | $380.56 | $74,827.92 |
| Mar 2029 | $1,290.86 | $374.14 | $73,537.06 |
| Apr 2029 | $1,297.31 | $367.69 | $72,239.75 |
| May 2029 | $1,303.80 | $361.20 | $70,935.95 |
| Jun 2029 | $1,310.32 | $354.68 | $69,625.63 |
| Jul 2029 | $1,316.87 | $348.13 | $68,308.76 |
| Aug 2029 | $1,323.46 | $341.54 | $66,985.30 |
| Sep 2029 | $1,330.07 | $334.93 | $65,655.23 |
| Oct 2029 | $1,336.72 | $328.28 | $64,318.51 |
| Nov 2029 | $1,343.41 | $321.59 | $62,975.10 |
| Dec 2029 | $1,350.12 | $314.88 | $61,624.98 |
| 2030 | $105,112.85 | $46,402.15 | $44,887.15 |
| Jan 2030 | $1,356.88 | $308.12 | $60,268.10 |
| Feb 2030 | $1,363.66 | $301.34 | $58,904.44 |
| Mar 2030 | $1,370.48 | $294.52 | $57,533.96 |
| Apr 2030 | $1,377.33 | $287.67 | $56,156.63 |
| May 2030 | $1,384.22 | $280.78 | $54,772.41 |
| Jun 2030 | $1,391.14 | $273.86 | $53,381.27 |
| Jul 2030 | $1,398.09 | $266.91 | $51,983.18 |
| Aug 2030 | $1,405.08 | $259.92 | $50,578.10 |
| Sep 2030 | $1,412.11 | $252.89 | $49,165.99 |
| Oct 2030 | $1,419.17 | $245.83 | $47,746.82 |
| Nov 2030 | $1,426.27 | $238.73 | $46,320.55 |
| Dec 2030 | $1,433.40 | $231.60 | $44,887.15 |
| 2031 | $122,883.02 | $48,611.98 | $27,116.98 |
| Jan 2031 | $1,440.56 | $224.44 | $43,446.59 |
| Feb 2031 | $1,447.77 | $217.23 | $41,998.82 |
| Mar 2031 | $1,455.01 | $209.99 | $40,543.81 |
| Apr 2031 | $1,462.28 | $202.72 | $39,081.53 |
| May 2031 | $1,469.59 | $195.41 | $37,611.94 |
| Jun 2031 | $1,476.94 | $188.06 | $36,135.00 |
| Jul 2031 | $1,484.32 | $180.68 | $34,650.68 |
| Aug 2031 | $1,491.75 | $173.25 | $33,158.93 |
| Sep 2031 | $1,499.21 | $165.79 | $31,659.72 |
| Oct 2031 | $1,506.70 | $158.30 | $30,153.02 |
| Nov 2031 | $1,514.23 | $150.77 | $28,638.79 |
| Dec 2031 | $1,521.81 | $143.19 | $27,116.98 |
| 2032 | $141,749.20 | $49,725.80 | $8,250.80 |
| Jan 2032 | $1,529.42 | $135.58 | $25,587.56 |
| Feb 2032 | $1,537.06 | $127.94 | $24,050.50 |
| Mar 2032 | $1,544.75 | $120.25 | $22,505.75 |
| Apr 2032 | $1,552.47 | $112.53 | $20,953.28 |
| May 2032 | $1,560.23 | $104.77 | $19,393.05 |
| Jun 2032 | $1,568.03 | $96.97 | $17,825.02 |
| Jul 2032 | $1,575.87 | $89.13 | $16,249.15 |
| Aug 2032 | $1,583.75 | $81.25 | $14,665.40 |
| Sep 2032 | $1,591.67 | $73.33 | $13,073.73 |
| Oct 2032 | $1,599.63 | $65.37 | $11,474.10 |
| Nov 2032 | $1,607.63 | $57.37 | $9,866.47 |
| Dec 2032 | $1,615.67 | $49.33 | $8,250.80 |
| 2033 | $150,000.00 | $49,850.48 | $0.00 |
| Jan 2033 | $1,623.75 | $41.25 | $6,627.05 |
| Feb 2033 | $1,631.86 | $33.14 | $4,995.19 |
| Mar 2033 | $1,640.02 | $24.98 | $3,355.17 |
| Apr 2033 | $1,648.22 | $16.78 | $1,706.95 |
| May 2033 | $1,706.95 | $8.53 | $0.00 |
FOR VALUE RECEIVED, the undersigned, Brett Martin, (“Buyer”) promises to pay to Keystone Rock Supply and/or Patricia Silence (“Seller”), whose address is _____________________________________________________________, the sum of One Hundred and Fifty Thousand Dollars ($150,000.00), with interest thereon from the date hereof at the rate of six percent (6%) per annum until paid in full.
The principal and interest shall be paid in monthly installments of $1665.00, payable on the ____________ of each month, beginning on ___________ and continuing on the same day of each month thereafter until this note is paid in full.
This Note may be prepaid, in whole or in part, without penalty or premium. Any partial prepayments shall be applied first to interest and then to the principal balance of this Note.
In the event of default, the entire unpaid balance of this Note, together with all accrued interest, shall become immediately due and payable at the option of the holder of this Note.
This Note is secured by the Security Agreement executed by the undersigned and the Owner of the Business Assets being purchased pursuant to the Business Asset Purchase Agreement dated _____________.
This Note shall be binding upon the undersigned, his heirs, executors, administrators, and assigns.
IN WITNESS WHEREOF, the undersigned has executed this Promissory Note as of the date first written above.
Brett Martin(“Buyer”)
_________________________
By signing below, the holder of this Note agrees to the terms of this Note and acknowledges receipt of the sum of Two Thousand Dollars ($2,000.00) as earnest money.
Keystone Rock Supply and/or Patricia Silence (“Seller)
________________________
EXHIBIT C: SECURITY AGREEMENT
This Security Agreement (“Agreement”) is made effective as of the date of the Business Asset Purchase Agreement (“Purchase Agreement”) by and between Brett Martin (“Buyer”) and Keystone Rock Supply and/or Patricia Silence (“Seller”).
Security Interest. To secure the payment of the Promissory Note executed by the Buyer in favor of the Seller, Buyer grants to Seller a security interest in all business assets acquired pursuant to the Purchase Agreement, including the following (the “Collateral”), but excluding any real property:
Bin Blocks $580.00
Ford F550 SD $45,000.00
Forklift $1,500.00
Lawn Mower $500.00
Loader $60,000.00
Office Building $3,500.00
Pipe Saw $350.00
Sand Bagger $6,000.00
Scale $1,600.00
Rock and Stone Inventory $50,000.00
Representations and Warranties. Buyer represents and warrants to Seller that:
- Buyer is the sole owner of the Collateral and has the right to grant a security interest in the Collateral to Seller;
- The Collateral is free and clear of all liens, claims, and encumbrances, except for any security interest granted to Seller;
- The execution and delivery of this Agreement by Buyer and the performance by Buyer of its obligations under the Purchase Agreement and the Promissory Note do not and will not violate any law or conflict with any agreement or instrument to which Buyer is a party or by which Buyer is bound;
- Buyer will keep the Collateral free and clear of all liens, claims, and encumbrances, except for any security interest granted to Seller, until the Promissory Note is paid in full; and
- Seller has a valid and perfected security interest in the Collateral.
Further Assurances. Buyer agrees to execute and deliver to Seller, from time to time, such further documents, instruments, and assurances as Seller may reasonably request to create, perfect, and maintain a valid and perfected security interest in the Collateral.
Remedies. Upon the occurrence of any Event of Default, as defined in the Promissory Note or the Purchase Agreement, Seller shall have all rights and remedies available to a secured party under the Uniform Commercial Code, as adopted in the state where the Collateral is located, or other applicable law.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state Florida.
Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Security Agreement as of the date first written above.
BRETT MARTIN
______________________________
Title: BUYER
KEYSTONE ROCK SUPPLY AND/OR PATRICIA SILENCE
______________________________
Title: SELLER
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