PURCHASE AGREEMENT

This Purchase agreement is entered into on this ____________ day of
___________, ________ by and between Mark Kelly (hereinafter referred to as the
“Purchaser”) and The Home Depot (hereinafter referred to as the “Seller”) and
together referred to as the “parties”.
WHEREAS the Seller desires to sell seven food carts/trailers and the associated
equipment in accordance with the terms and provisions in this Agreement; and
WHEREAS, the Purchaser desires to purchase the seven food carts/trailers and the
associated equipment; and
The parties have agreed to the following terms and conditions.
1. Purchase price.
The agreed purchase price is $100,000. The payment shall be due in full in two
weeks after the last food cart/trailer is delivered to the purchaser.
2. Storage.
All of the food carts/trailers are located and stored with the manufacturer currently or
will be by the end of August.

Manufacturer: California Cart Builders

29375 Hunco Way, Lake Elsenor,
CA 92530 ph 888.497.4206

Contact: Shay
3. Delivery.
The purchaser herein acknowledges that he is able to immediately receive all seven
food carts/trailers upon signing this purchase agreement.
SWC will arrange and pay for transportation to Northern California.
One of the seven trailers is located in Kansas City, and the parties agree the
purchaser will assume the responsibility and cost of getting it back to the purchaser’s
location.
Each food cart/trailer will be delivered with a clear title with no outstanding
encumbrances.
Each trailer will include a Radco certifying agency sticker.
4. Expenses.

Each party herein shall bear its costs and expenses incurred in connection with the
negotiation, drafting, and execution.
5. Purchased assets.
The parties herein agree to the purchase of the following details; –
i. Cart Information
 Six of the Seven trailers include all equipment specified in the drawings.
 One of the Seven trailers is complete, but has none of the
kitchen/cooking equipment.
ii. Equipment Included: (Per the attached trailer layout drawing)
 24” upright refrigerator
 48” countertop refrigerator
 24” drink refrigerator
 24” under counter refrigerator
 48” upright refrigerator
 48” TV for menu
 Panini Grill
 Air Fryer Oven
 Egg Cooker
 3 compartment sink
 24” & 36” racks
 Coffee maker and 4 air pots
 Existing Art Wrap-Around Trailer
Parties agree that the Purchaser shall remove the Pro Cafe logo from the trailers
within 60 days of receipt.
6. Assumption of liabilities.
After signing this Agreement and completion of the payments by the Purchaser, he
shall assume (and shall agree to discharge, pay and perform in accordance with
their terms) only the disclosed and agreed Liabilities of the Seller and no other
liabilities or obligations of the Seller whatsoever.

7. Due diligence.

The Purchaser shall be responsible for conducting his due diligence regarding the
purchased food carts/trailers.
The Seller agrees to provide to the Purchaser reasonable access to information and
the food carts/trailers for inspection.
8. Confidentiality.
Except as may be required by law, the Purchaser agrees that any confidential
information received in confidence will be kept confidential by the Purchaser and its
representatives and will not be disclosed to any Person except otherwise with the
specific prior written consent of the Seller.
9. Governing law.
This Agreement shall be construed, interpreted, and governed by the laws of the
state of California.
10. Dispute Resolution.
In case a dispute arises in relation to the terms, interpretation thereof, or
performance of the obligations under this Agreement, the same shall be referred to
mediation, in accordance with the laws of the state of California.
11. Binding Effect.
This Agreement shall be binding upon and for the benefit of the Parties and their
respective heirs, successors, and permitted assigns.
12. Waiver.
The waiver by any Party of a breach of any provision or term contained herein shall
not operate or be construed as a waiver of any prior or subsequent breach of the
same provision or term.
13. Severability.
Suppose any provision of this Agreement is deemed invalid or unenforceable. In that
case, it shall be severed from this Agreement and shall not affect the remaining
provisions, which will continue to apply in full force and effect.

14. Entire Agreement

This Agreement, together with the Schedule hereto, constitutes the entire Agreement
between the Parties about this transaction and supersedes all prior oral or written
agreements, understandings, negotiations, and discussions.
15. Amendment.
Except as otherwise provided herein, no amendment, or modification of, this
Agreement shall be binding unless the same is in writing and executed by each of
the Parties.
16. Assignment.
Neither Party to this Agreement, nor any of the rights and obligations arising
hereunder, may be assigned to a third party without the prior written consent of the
other party.
IN WITNESS WHEREOF, the Parties have duly signed this Asset Purchase
Agreement on the last date noted below.
THE PURCHASER.
Name:
_____________________________
Signature:
__________________________
Date:
______________________________

THE SELLER.
Name:
_____________________________
Signature:
__________________________
Date:
______________________________

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