BUSINESS PURCHASE AGREEMENT.

April 16, 2023

BUSINESS PURCHASE AGREEMENT.

This Business Purchase Agreement (hereinafter referred to as the “Agreement”) is made and entered on this ____ day of _____ 2021 (the “Effective Date”), between Zion Distribution, Contact Info: 2470 Stearns St. 165 Simi Valley, C.A (hereinafter referred to as the “Buyer”), and Barry Dwek, Contact Info: 8416 Lankershim Blvd 203 Sun Valley CA 91352 (hereinafter referred to as the “Seller”), for the purchase of the ABD Products Dist/AAA Products District (hereinafter referred to as the “Company”).

NOW THEREOF, in consideration of the mutual covenants and promises made by the Parties hereto, the Parties covenant and agree as follows:

  1. TERM.

The initial term of this Agreement shall be for a period of __________ [Days/Weeks/Months], commencing on the Effective Date herein.

  • CONDITION.
    • The Buyer shall be purchasing 50% stake in the Company (asset sale) under the following conditions;
    • Curtis Hefner to assume full control of the day-to-day operations including all financial and contractual engagements.
    • A buy out option to include all inventory, vehicles and equipment, contracts, accounts receivables and all other intellectual information. After completion of 100% buyout, the Seller shall stay in the sales capacity which shall include the hourly pay rate, partial health insurance and partial rent allowance (additional benefits not to exceed $1,000 per month).
  • PAYMENT/COMPENSATION.

The Buyer shall pay One Hundred Thousand Dollars ($100, 000) on the Effective Date herein, with an option to buy the remaining 50% of the Company for a total of Two Hundred Thousand Dollars ($200,000), that can be exercised at any time by the Parties.

  • ASSIGNMENT/WAIVER.
    • This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns, provided that none of the Parties may assign any of their obligations under this Agreement without prior written consent of the Parties.  
    • The waiver by either Party of any breach or failure to enforce any of the terms of this Agreement at any time shall not in any way affect, limit, or waive such party’s right thereafter to enforce and compel strict compliance with every term and condition of this Agreement.  
  • DISPUTE RESOLUTION.

In the event of disputes arising about the execution of this Agreement and/or performance of obligations stated herein, the Parties shall solve such issues through a mediation process.

  • MODIFICATION.

This Agreement contains the entire Agreement between the Parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings, written or oral, between the parties related to the subject matter hereof.  No modification of this Agreement shall be valid unless made in writing and signed by both parties hereto.

  • GOVERNING LAW/JURISDICTION.

This Agreement shall be governed by and construed in accordance with the laws of the State of California, USA. Exclusive jurisdiction and venue shall be in the State of California, USA.

Each party represents and warrants to the other that such party has acted in good faith, and agrees to continue to so act, in the negotiation, execution, delivery, performance, and any termination of this Agreement.

IN WITNESS WHEREOF, this Agreement has been executed by the parties as of the Effective Date.

BUYER: _____________            ___________________                        ___________

                       (SIGNATURE)                  (NAME)                                             (DATE)

SELLER: _____________            ________________________              ___________

                  (SIGNATURE)                           (NAME)                                    (DATE)

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