PURCHASE AGREEMENT

THIS PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of May __, 2021, by and among XYZ Name, a resident of Oregon (“Seller”), XYZ Company, LLC, a limited liability company (“Buyer”) and XYZ Chiropractic, LLC, an Oregon limited liability company (the “Company”).

W I T N E S S E T H:

WHEREAS, the Seller owns 100% of the limited liability company interests (“LLC Interests”) of the Company”, which constitute all of the issued and outstanding limited liability company interests of the Company; and

WHEREAS, the Seller desires to sell to the Buyer, and the Buyer desires to purchase from the Seller, all of the LLC Interests, upon the terms and conditions set forth herein, subject to the exclusion of certain assets listed below.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements herein contained, the parties hereto hereby agree as follows:

ARTICLE 1 – DEFINITIONS

1.1 Definitions.

In addition to the terms defined elsewhere herein, the terms below are defined as follows:

“Accounts Receivables” has the meaning set forth in Section 4.13(a).

“Accountants” has the meaning set forth in Section 2.4(a)(i).

“Action” means any claim, action, cause of action or suit (whether in contract, tort or otherwise), litigation (whether at law or in equity, whether civil or criminal), controversy, assessment, arbitration, investigation, hearing, charge, complaint, demand, notice or proceeding to, from, by or before any Governmental Authority.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with the first Person and, if such first Person is an individual, any member of the immediate family (including parents, spouse sibling and children, including any such relations that arise by adoption or marriage) of such individual and any trust whose principal beneficiary is such individual or one or more members of such individual’s immediate family, and any Person who is controlled by any such member or trust. For the purposes of this Agreement, “control,” when used with respect to any Person, means the possession, directly or indirectly, of the power to (a) vote 10% or more of the securities having ordinary voting power for the election of directors (or comparable positions) of such Person or (b) direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Agreement” means this Purchase Agreement and the schedules and exhibits hereto, including the Disclosure Schedules.

“Ancillary Agreements” means the Restrictive Covenant Agreement, the General Release, and all other instruments, certificates and other agreements to which the Seller may be a party in connection with the consummation of the transactions contemplated by this Agreement.

“Balance Sheet Date” means the balance sheet of the Seller dated.

“Books and Records” has the meaning set forth in Section 6.9.

“Business” means the business of providing commercial construction management services, including design-build program management, construction management-at-risk and general construction services.

“Buyer” has the meaning set forth in the preamble to this Agreement.

“Closing Certificate” has the meaning set forth in Section 2.2(b).

“Closing” has the meaning set forth in Section 3.1.

“Closing Date” has the meaning set forth in Section 3.1.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Company” has the meaning set forth in the recitals to this Agreement.

“LLC Interests” has the meaning set forth in the recitals to this Agreement.

“Contractual Obligation” means, with respect to any Person, any contract, agreement, promise, license, undertaking, arrangement, or obligation, whether written or oral and whether express or implied, to which or by which such Person is a party or otherwise subject or bound or to which or by which any property, business, operation or right of such Person is subject or bound.

“Current Balance Sheet” means the Company’s unaudited balance sheet as of the Balance Sheet Date.

“Damages” has the meaning set forth in Section 8.2(a).

“Direct Claim” has the meaning set forth in Section 8.3(c).

“Dispute Notice” has the meaning set forth in Section 2.3(a).

“Employee Plans” has the meaning set forth in Section 4.11(a)(vii).

“Encumbrances” shall mean all liens, encumbrances, security interests, pledges, mortgages, deeds of trust, claims, rights of first refusal, options, charges, restrictions or conditions to transfer or assignment, liabilities, obligations, privileges, equities, easements, rights-of-way, limitations, reservations and any other restriction or covenant with respect to, or condition governing the use, construction, voting (in the case of any security or equity interest), transfer, receipt of income or exercise of any other attribute of ownership.

“Environmental Law” shall mean any and all applicable laws, rules, orders, regulations, statutes, ordinances, codes, decrees, and other legally enforceable requirements (including, without limitation, common law) of any Governmental Authority, regulating, relating to, or imposing environmental standards of conduct concerning protection of the environmental or human health, or employee health and safety as from time to time has been or is now in effect in any jurisdiction in which the Company has conducted business.

“Equipment” has the meaning set forth in Section 4.11(a)(ii).

“ERISA” has the meaning set forth in Section 4.23.

“ERISA Affiliate” means any entity, including but not limited to any corporation, partnership, limited liability company, sole proprietorship, or other legal entity that, together with the Company, is or at any time was, treated as a single employer under Sections 414(b), (c), (m) or (o) of the Code or Section 4001(b)(1) of ERISA.

“Excluded Assets” has the Meaning in Section 2.1(b).

“Fundamental Representations” has the meaning set forth in Section 8.1.

“Governing Documents” has the meaning set forth in Section 4.1.

“Governmental Authority” means any domestic or foreign government or any regulatory agency, authority, bureau, commission, department, official or similar body or instrumentality of any government, or any governmental court, arbitral tribunal or other body administering alternative dispute resolution.

“Government Official” means any officer or employee of any non-U.S. Governmental Authority, or of any government-owned or government-controlled corporation or any public international organization, or any person acting in an official capacity for or on behalf of any such government or department, agency, instrumentality, corporation or public international organization.

“Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, ruling, determination or award entered by or with any Governmental Authority in a judicial or administrative proceeding.

“Hazardous Materials” shall mean any substance that is subject to regulation under any Environmental Law, or has been designated or listed by any Governmental Authority or in or pursuant to any applicable Environmental Law to be radioactive, toxic, a pollutant or contaminant, hazardous or otherwise a danger to health or the environment, including PCBs, asbestos, oil, petroleum and petroleum products (including fractions thereof), urea-formaldehyde and all substances listed as hazardous substances pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, or defined as a solid or hazardous waste pursuant to the Resource Conservation and Recovery Act of 1976, or regulated under the Occupational Safety and Health Act, or pursuant to analogous state Laws or regulations.

“Indemnified Party” has the meaning set forth in Section 8.2(b).

“Indemnifying Party” has the meaning set forth in Section 8.3(a).

“Intellectual Property” means the entire right, title and interest in and to all proprietary rights of every kind and nature anywhere, including all rights and interests pertaining to or deriving from: all trademarks, service marks, tradenames, product designations, logos, slogans, inventions, patents, trade secrets, copyrights, Trade Secrets, proprietary design or process, computer software and databases, Internet addresses or domain names (including any registrations or applications for registration or renewal of any of the foregoing), or any other similar type of proprietary intellectual property right; any and all registrations, applications, recordings, licenses, common-law rights and Contractual Obligations relating to any of the foregoing; and all Actions and rights to sue at law or in equity for any past, present or future infringement or other impairment of any of the foregoing, including the right to receive all proceeds and damages therefrom, and all rights to obtain renewals, continuations, divisions or other extensions of legal protections pertaining thereto.

“Knowledge of Seller,” “Seller’s Knowledge,” or any similar phrase regarding the knowledge, belief or understanding of the Seller means the knowledge of Seller after having made a reasonable investigation.

“Laws” has the meaning set forth in Section 4.4.

“Legal Requirement” means any federal, state, local or other administrative order, constitution, law, ordinance, regulation or statute.

“Liabilities” has the meaning set forth in Section 4.10.

“Material Adverse Effect” means any state of facts, change, development, event, effect, condition or occurrence individually or in the aggregate (i) that is materially adverse to the business, assets, liabilities, condition (financial or otherwise), results of operations or prospects of the Company or the Business; or (ii) that, directly or indirectly, prevents or materially impairs or delays the ability to perform the obligations hereunder or under any Ancillary Agreement.

“Permits” has the meaning set forth in Section 4.11(a)(x).

“Person” means an individual, corporation, partnership, limited liability company, joint venture, association, trust or other entity or organization or Governmental Authority.

“Purchase Price” has the meaning set forth in Section 2.1(a).

“Reference Financial Statements” means, collectively, the (i) Current Balance Sheet; and (ii) the Unaudited Income Statements.

“Representative” means, with respect to any Person, any director, manager, officer, employee, agent, consultant, advisor, or other representative of such Person, including legal counsel, accountants, and financial advisors.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Seller” has the meaning set forth in preamble to this Agreement.

“Tax” or “Taxes” means any and all United States federal, state, local or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, escheat and unclaimed property, premium, windfall profits, environmental (including Taxes under Section 59A of the Code), custom duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated or other tax of any kind whatsoever, including any interest, penalty or addition thereto, whether disputed or not, including any obligation to indemnify or otherwise assume or succeed to the liability for Taxes of any other Person.

“Tax Return” means any return, declaration, designation, election, report, claim for refund or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

“Third-Party Claim” means any Action made or brought by any Person who or which is not an Indemnified Party under this Agreement.

“Unaudited Income Statements” means, collectively, the unaudited statements of income of the Company as of and for the periods ended and December 31, , and .

ARTICLE 2 – PURCHASE AND SALE

2.1 Purchase and Sale.

(a) Subject to the terms and conditions of this Agreement, at Closing, the Seller agrees to sell, assign, transfer, convey and deliver to the Buyer, free and clear of all Encumbrances, and the Buyer agrees to purchase and accept from the Seller, all of the LLC Interests, free and clear of all Encumbrances. In consideration of the sale of the LLC Interests, the Buyer shall pay to the Seller Twenty Nine Hundred Twenty-five Thousand Dollars ($925,000) (the “Purchase Price”). The sale of the LLC Interests will not include the assets listed and described in Section 2.1(b) below.

(b) All Assets of the LLC shall be purchased through this Agreement to the exclusion of the Seller’s cash and bank accounts, prepaid accounts, Accounts Receivable for services rendered in Practice by Seller before Closing, two vehicles, two computers, one desk from adjusting room, one Thuli adjusting table, one adjusting stool, Hypervolt, Zone slips, Zone posters, In-body machine, two telephones, one rowing machine, Barbells: 1: 45lb, 1: 35lb, 1: 15lb, Kettlebells: 1: 13lb, 1: 18lb, 1: 26lb, 1: 35lb, 1: 44lb, Bumper plates: 2: 2.5 lb, 2: 5lb, 4: 10lb, 2: 15lb, 2: 25lb, 2: 35lb, 2: 45lb, 4 barbell clamps, Dumbbells: 2: 10lb, 1: 15lb, 1 TRX strap set, 2 abmats, 1 squat sponge, 1 long foam roller, 4 resistance bands (one of each color), 1 box jump box, Med Balls: 1: 8lb, 1: 10lb, 1: 12lb, right to any utility and lease deposits or credits, and any other assets of the Practice not specified in Section 1 above (collectively, the “Excluded Assets”).

(c) At Closing the Buyer shall deliver to Seller the Purchase Price, by wire transfer of immediately available funds to one or more accounts designated in writing by the Seller.

(d) The parties agree that Buyer shall deposit a $9,000 refundable deposit, which was paid on , 2021, to be held in escrow Security 1st Title of XYZ City, KS. The deposit will be applied to and reduce the Purchase Price accordingly.

ARTICLE 3 – CLOSING AND CLOSING DELIVERIES

3.1 Closing.

The closing of the purchase and sale of the LLC Interests (the “Closing”) shall take place at the offices of XYZ Address at :00 a.m., Time, on the third (3rd) business day after all of the conditions to Closing set forth in Article 7 have been satisfied or waived. The date upon which the Closing occurs is herein called the “Closing Date.” The Closing shall be effective as of the close of business on the Closing Date. All deliveries by one party to any other party at the Closing shall be deemed to have occurred simultaneously and none shall be effective until and unless all have occurred. By agreement of the parties, the Closing may take place by delivery of documents required to be delivered hereby by facsimile or other electronic transmission.

3.2 Closing Deliveries of the Seller.

At the Closing, the Seller shall deliver, or cause to be delivered, to the Buyer:

(i) an assignment agreement, dated as of the Closing Date, duly executed by the Seller, evidencing the assignment and transfer to the Buyer of the LLC Interests, free and clear of all Encumbrances and such other instruments of conveyance as the Buyer may reasonably request;

(ii) a Restrictive Covenant Agreement, on terms and conditions as mutually agreed upon by the Buyer and Seller (the “Restrictive Covenant Agreement”), duly executed by the Seller;

(iii) each other Ancillary Agreement required to be executed and delivered by the Seller or its Affiliates;

(iv) a certificate of a Manager or Secretary of the Company certifying as to the Company’s Governing Documents;

(v) original ownership documents, as applicable, for all Equipment owned by the Company (delivery of which shall be deemed satisfied if such original documents are included within the books and records of the Company located within the Company’s facilities at the Effective Time);

(vi) certificates of good standing of the Company in Oregon;

(vii) executed payoff letters, releases, discharges or other similar instruments providing for the repayment in full of all indebtedness of the Company and the release of all Encumbrances granted with respect thereto, together with all instruments, documents and UCC financing statements relating thereto;

(viii) evidence of the termination of all agreements between the Company, on the one hand, and the Seller or any of its Affiliates, on the other hand, and evidence of the payment or satisfaction of all Accounts Receivable owed by Seller to any Affiliate of Seller; and

(ix) such other documents, consents, instruments and agreements as may be reasonably required to consummate the transactions contemplated by this Agreement and the Ancillary Agreements or that are required by Law to transfer title to the LLC Interests contemplated hereby.

3.3 Closing Deliveries of the Buyer.

At the Closing, the Buyer shall deliver, or cause to the delivered, to the Seller:

(i) the Purchase Price, by wire transfer of immediately available funds in accordance with Section 2.1;

(ii) each other Ancillary Agreement required to be executed and delivered by the Buyer or its Affiliates; and

(iii) such other documents, consents, instruments and agreements as may be reasonably required to consummate the transactions contemplated by this Agreement and the Ancillary Agreements.

3.4 Transition.

Seller and Buyer agree to cooperate as reasonably requested by Buyer up to six months after Closing, to transition the business operations. This cooperation by Seller and Buyer includes, but is not limited to, (i) promptly responding to reasonable information requests from Buyer, (ii) signing any document reasonably necessary to carry out the terms of this Agreement, and (iii) encouraging any person (including employees) or entity currently doing business with Seller to continue doing business with Buyer.

ARTICLE 4 – REPRESENTATIONS AND WARRANTIES OF THE SELLER

Seller represents and warrants to the Buyer as follows:

4.1 Organization, Standing and Authority.

The Company is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Oregon, has full limited liability company power and authority to carry on the Business as it has been historically conducted and as it is currently being conducted, and to own and operate the properties currently owned and operated by it. The Company is not qualified to do business in any other jurisdictions. True, correct and complete copies of the Articles of Organization and Limited Liability Company Agreement of the Company, in each case as amended to date (collectively, the “Governing Documents”), have been provided to the Buyer. The Company is not in default under or in violation of any provision of its Governing Documents.

4.2 Predecessors.

There are no predecessor entities.

4.3 Names.

The Company is operating as “XYZ Chiropractic” and the Company has no other names (i.e., “trading” or “doing business as” names) under which the Company is conducting the Business.

4.4 Agreement Authorized and its Effect on Other Obligations.

Seller has the legal capacity and requisite power and authority to enter into, and perform its obligations under, this Agreement and each Ancillary Agreement to which the Seller is a party, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and each Ancillary Agreement to which the Seller is a party have been duly and validly authorized by all necessary action, and no other action on the part of the Seller is necessary to authorize this Agreement or any Ancillary Agreement to which the Seller is a party or the consummation of the transactions contemplated hereby or thereby. This Agreement and each Ancillary Agreement to which the Seller is a party constitute valid and binding obligations of the Seller, enforceable against the Seller in accordance with their terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting enforcement of creditors’ rights generally and by general principles of equity (whether applied in a proceeding at law or in equity). For purposes of this Agreement, “Laws” shall mean any statute, law (including common law), constitution, treaty, ordinance, code, order, decree, judgment, rule, regulation and any other binding requirement or determination of any Governmental Authority.

4.5 Capitalization.

The limited liability company interests of the Company consist of one class of common interests, all of which are issued and outstanding. All of the LLC Interests have been duly authorized and validly issued and are held beneficially and of record by the Seller. All of the LLC Interests were issued in compliance with applicable Laws, and none of the LLC Interests were issued in violation of any agreement, arrangement or commitment to which Seller or the Company is a party or is subject to or in violation of any preemptive or similar rights of any Person. The LLC Interests are the only outstanding equity securities of the Company. There are no outstanding or authorized options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character (including conversion or preemptive rights and rights of first refusal and convertible debt instruments) relating to the equity securities of the Company or obligating Seller or the Company to issue or sell any limited liability company interests of, or any other interest in, the Company. The Company does not have outstanding or authorized any stock appreciation, phantom stock, profit participation or similar rights pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance or other attribute of the Company, its assets or the Business. None of the outstanding LLC Interests are subject to any voting trusts, voting agreement or other agreement or understanding with respect to the issuance, holding, acquisition, voting or disposition thereof, nor is any proxy in existence with respect thereto.

4.6 Ownership of the LLC Interests.

The Seller holds good and valid title to the LLC Interests, free and clear of all Encumbrances. The Seller possesses full authority and legal right to sell, transfer and assign all of the LLC Interests to the Buyer, free and clear of all Encumbrances. Upon transfer to the Buyer by the Seller of the LLC Interests, the Buyer will own all of the LLC Interests free and clear of all Encumbrances. There are no claims pending or, to the Knowledge of the Seller, threatened, against the Company or the Seller that concern or affect title to the LLC Interests, or that seek to compel the issuance of LLC Interests or other securities of the Company and, to the Knowledge of the Seller, there is no basis for any such claim.

4.7 Non-Contravention; Consents.

(a) Except as set forth on Schedule 4.7, the execution and delivery by the Seller of this Agreement and each Ancillary Agreement to which the Seller is a party, and the performance by the Seller of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby do not and will not, directly or indirectly, (i) conflict with, or result in a breach or violation of, or default under, the Governing Documents, (ii) violate or conflict with any Law applicable to the Seller, the Company or the Business, (iii) require any filing or Permit, consent or approval of, or the giving of any notice to, any Person (including filings, consents or approvals required under any Permits of the Company or any licenses to which the Company is a party), (iv) result in a violation or breach of, conflict with, constitute (with or without due notice or lapse of time or both) a default under, or give rise to any right of termination, cancellation or acceleration of any right or obligation of the Company or to a loss of any benefit to which the Company is entitled under, any Contractual Obligation of the Company or the Seller or any license, franchise, Permit or other similar authorization held by the Company or held by the Seller with respect to the Business, (v) result in the creation or imposition of any Encumbrance on, or the forfeiture of, any asset of the Company or (vi) have a Material Adverse Effect on the Company or the conduct of the Business as currently conducted.

(b) Neither the execution, delivery and performance by the Seller of this Agreement or any Ancillary Agreement to which the Seller is a party, nor the consummation of the transactions contemplated hereby or thereby will, pursuant to a “change of control” provision, buy sell obligation, right of first offer or refusal, preferential purchase right or otherwise, (i) give rise to a default in or acceleration of any amount payable by, or give rise to any additional payment by or obligation of, the Company, or (ii) require the Company to redeem, repurchase, convert, exchange, offer for sale or sell any LLC Interests or other equity interest or any of its other assets or properties.

4.8 Subsidiaries.

There is no Person in which the Company, either directly or indirectly through one or more intermediaries, owns or holds beneficial or record ownership of any equity interests, or any notes, obligations, instruments or other securities convertible into equity securities of, any other Person, and the Company does not have any obligation to acquire any such equity interests, notes, obligations, instruments or other securities.

4.9 Financial Statements.

(a) The Seller has made available to the Buyer the Reference Financial Statements. The Reference Financial Statements (i) have been prepared in accordance with the books and records of the Company, and (ii) fairly present the financial position of the Company at the date thereof and the results of the operations of the Company for the periods indicated. The Reference Financial Statements contain adequate reserves for the realization of all Assets and for all reasonably anticipated Liabilities. No financial statements of any other Person are required to be included in the Reference Financial Statements.

(b) The Company maintains books and records accurately reflecting in all material respects its assets and liabilities and maintains proper and adequate internal accounting controls that provide reasonable assurance that (i) transactions are executed with management’s authorization, (ii) transactions are recorded as necessary to permit preparation of the financial statements of the Company and to maintain accountability for the Company’s assets, (iii) access to the Company’s assets is permitted only in accordance with management’s authorization, (iv) the reporting of the Company’s assets is compared with existing assets at regular intervals and (v) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. The Company makes and keeps books, records and accounts which, in reasonable detail, accurately and fairly reflect in all material respects actual bona fide transactions of the Company. The books of account (including financial records), minute books, ownership records and other records of the Company, copies of which have been made available to the Buyer, are complete and correct in all material respects, and have been maintained in accordance with sound business practices and applicable Law.

4.10 Undisclosed Liabilities.

The Company does not have any liabilities or obligations of any kind, character or description, whether absolute or contingent, known or unknown, asserted or unasserted, accrued or unaccrued, executory, determined, determinable or otherwise (collectively, “Liabilities”), nor does the Seller have any knowledge of any potential Liabilities other than those (i) reflected or reserved against on the Current Balance Sheet, or (ii) incurred in the ordinary course of business since the Balance Sheet Date.

4.11 Additional Company Information.

(a) Attached as Schedule 4.11 hereto are true, complete and correct lists of the following items, in each case as of the date hereof:

(i) Real Estate. All real property and structures thereon owned, leased or subject to a contract of purchase and sale, or lease commitment, by the Company with a description of the nature and amount of any Encumbrances on the owned real property and structures thereon;

(ii) Equipment. All machinery, transportation equipment, tools, equipment, furnishings, and fixtures (collectively, “Equipment”) owned, leased or subject to a contract of purchase and sale, or lease commitment, by the Company that is material to the Business with a description of the nature and amount of any Encumbrances thereon;

(iii) Receivables. All Accounts Receivable of the Company, together with (A) aging schedules by invoice date and due date, (B) the amounts provided for as an allowance for bad debts, (C) the identity and location of any asset in which the Company holds a security interest to secure payment of the underlying indebtedness, and (D) a description of the nature and amount of any Encumbrances on such accounts and notes receivable;

(iv) Payables. All accounts, notes and contracts payables of the Company, together with an appropriate aging schedule as of the date hereof;

(v) Insurance. All insurance policies or bonds currently maintained by the Company with respect to the Company or the Business, as well as listing of any premiums, deductibles or retroactive adjustments due or pending on such policies or any predecessor policies and the name of the insurer of each such policy;

(vi) Contracts. All Contractual Obligations of the Company that are to be performed in whole or in part after the date hereof;

(vii) Employee Compensation Plans. All employee benefit plans (within the meaning of Section 3(3) of ERISA, including multiemployer plans within the meaning of Section 3(37) of ERISA) and all bonus, incentive compensation, deferred compensation, profit-sharing, retirement, pension, employee stock ownership, welfare, group insurance, death benefit, or other employee benefit or fringe benefit plans, arrangements or trust agreements, programs, policies or other arrangements, whether or not subject to ERISA (and all related insurance contracts or other funding agreements) sponsored, maintained or contributed to by the Company (or sponsored, maintained or contributed at any time prior to the Closing Date), or with respect to which the Company has had, has or may have any actual or contingent present or future liability or obligation, together with a list of the most recent reports with respect to such plans, arrangements, or trust agreements filed with any Governmental Authority and all IRS determination letters and other correspondence from Governmental Authorities that have been received with respect to such plans, arrangements or agreements (collectively, “Employee Plans”);

(viii) Salaries. The names, and salary rates of all present employees of the Company, and, to the extent existing on the date of this Agreement, all arrangements with respect to any bonuses to be paid to them from and after the date of this Agreement;

(ix) Employee Agreements. Any collective bargaining agreements of the Company with any labor union or other representative of employees, including amendments, supplements, and written or oral understandings, and all employment, consulting, change of control and severance agreements of the Company;

(x) Licenses and Permits. All permits, authorizations, certificates, approvals, registrations, variances, waivers, exemptions, rights-of-way, franchises, ordinances, and other rights of every kind and character (collectively, the “Permits”) of the Company under which it conducts the Business;

(xi) Guaranties. All indebtedness, liabilities and commitments of others and as to which the Company is a guarantor, endorser, co-maker, surety, or accommodation maker, or is contingently liable therefore and all letters of credit, whether stand-by or documentary, issued by any third party; and

(xii) Environmental. All environmental audits, assessments, investigations and reviews conducted by the Company within the last five (5) years or otherwise in the Company’s possession on any property owned, leased or used by the Company.

4.12 Contractual Obligations.

Each Contractual Obligation of the Company that is to be performed in whole or in part after the date hereof is in full force and effect, and constitutes a valid and binding obligation of the Company and (as of the date on which such other parties entered into such Contractual Obligation) the other parties thereto, enforceable against the Company and (as of the date on which such other parties entered into such Contractual Obligation) the other parties thereto, in accordance with their respective terms. Except as set forth on Schedule 4.12, the Company is not and, to the knowledge of the Seller, no other party to any such Contractual Obligation is in breach or violation of, or default under, or has repudiated any provision of, such Contractual Obligation, and no event has occurred which (with notice, lapse of time, or the happening of any other event) would constitute a breach or violation thereof, or default thereunder, other than defaults which individually or in the aggregate, would not have, or reasonably be expected to have, a Material Adverse Effect. Neither the Company nor Seller has received notice from any other party to any Contractual Obligation of the Company that such party intends to terminate such Contractual Obligation or alter in any way the relationship of the parties under such Contractual Obligation.

4.13 Accounts Receivable.

All of the accounts and notes receivable of the Company (the “Accounts Receivable”), reflected on the Current Balance Sheet (net of any applicable reserves set forth on the Current Balance Sheet) and all Accounts Receivable which have arisen since the Balance Sheet Date (net of any additional applicable reserves established since such date in the ordinary course of business of the Company), are valid and enforceable claims, and the goods and services sold and delivered which gave rise to such Accounts Receivable were sold and delivered in the ordinary course of business consistent with past practice. Such Accounts Receivable are subject to no defenses, offsets or recovery in whole or in part by the Persons whose purchase gave rise to such Accounts Receivable or by third parties and are fully collectible in accordance with the Company’s past practices without resort to legal proceedings, except to the extent of the amount of the reserve for doubtful accounts reflected on the Current Balance Sheet or as set forth on Schedule 4.13. The Current Balance Sheet does not contain any receivables, including any Accounts Receivable, from any of the Seller, any affiliate of the Seller or any employee of the Company.

4.14 Insurance Coverage.

There is no material claim by the Company pending under any insurance policy or bond as to which coverage has been questioned, denied or disputed by the underwriters of such policies or bonds, except as set forth on Schedule 4.14. All premiums due and payable under all such policies and bonds have been paid and the Company has complied with the terms and conditions of all such policies and bonds. Such policies of insurance and bonds (or other policies and bonds providing substantially similar insurance coverage) are in full force and effect. The Seller has no knowledge of any threatened termination of, or premium increase with respect to, any of such policies or bonds, other than in accordance with their terms and as set forth on Schedule 4.14. Since the last renewal date of any insurance policy, there has not been any change in the Company’s relationship with its insurers that would reasonably be expected to have a Material Adverse Effect.

4.15 Absence of Certain Changes and Events.

Except as disclosed on Schedule 4.15 hereto, since the Balance Sheet Date, the Company has conducted the Business in the ordinary course of business consistent with past practice and there has not been any event, occurrence, development or circumstance which has had or which could reasonably be expected to have, a Material Adverse Effect. Since the Balance Sheet Date (i) there has not occurred any damage, destruction or casualty loss (whether or not covered by insurance) with respect to any material asset owned or operated by the Company, (ii) the Company has not sold, leased, licensed, transferred or otherwise disposed of any of its assets, except inventory in the ordinary course of business consistent with past practice, (iii) the Company has not made or committed to make any capital expenditure; (iv) Company has not (A) made any declaration, setting aside or payment of any dividend or other distribution with respect to, or any repurchase, redemption or other acquisition of, the LLC Interests or any other equity security of the Company or (B) entered into, or performed, any transaction with, or for the benefit of the Seller or any Affiliate of any Seller; (v) the Company has not materially changed any cash management practices or policies (including without limitation, the timing of collection of receivables and payment of payables and other current liabilities) or made any material changes in the maintenance of its books and records; (vi) no employee of the Company has been terminated or resigned from the Company, and (vii) the Company has not increased the compensation payable or paid, whether conditionally or otherwise, to any employee, consultant, independent contractor or agent of the Company other than in the ordinary course of business consistent with past practice.

4.16 Taxes.

(a) The Company has timely filed, or caused to be filed, all federal, state and local Tax Returns (including any Tax Returns required to be filed by an affiliated, consolidated, combined, unitary or similar group of which the Company is or was a member) required to be filed by or with respect to the Company or with respect to its assets or operations (or appropriate extensions requested) with the appropriate Governmental Authorities, for each period for which any such returns, reports, or estimates were due (taking into account any extensions of time to file before the date hereof); all such Tax Returns are materially true and correct. The Company and each of its subsidiaries has timely paid all Taxes required to be paid by it; and the Tax provision reflected on the Current Balance Sheet is, in the Company’s reasonable opinion, adequate, in accordance with generally acceptable accounting principles, to cover liabilities of the Company at the date thereof for all Taxes, including, but not limited to, interest and penalties, and additions to Taxes of any character whatsoever applicable to the Company, its assets or the Business. No waiver of any statute of limitations executed by the Company or any of its subsidiaries with respect to any income or other Tax is in effect for any period. The income Tax Returns of the Company have not been audited by the taxing authorities in any of the jurisdictions in which they have been filed. There are no Tax liens on any assets of the Company except for Taxes not yet currently due.

(b) No deficiencies for Taxes against the Company have been claimed, proposed or assessed by any Tax Authority that has not been finally resolved. There are no currently ongoing, pending or, to the Sellers’ Knowledge, threatened audits, assessments or other actions for or relating to any liability in respect of Taxes of the Company or any of its subsidiaries, except as set forth on Schedule 4.16. The Company has delivered or made available to Buyer complete and accurate copies of state income and material local Tax Returns of the Company for all Tax years ending on or after December 31, 2010 including pro forma federal returns of the Company and its Subsidiaries from the Seller’s Tax Returns, and a list of states where the Company is included in the consolidated state tax returns of the ultimate parent of the Company.

(c) The Company is not a party to or bound by or has any obligation under any Tax-sharing agreements or similar arrangements (including indemnity arrangements) or any Contractual Obligation to indemnify any Person with respect to Taxes.

(d) The Company has not been a member of an affiliated group filing a consolidated federal income Tax Return other than as set forth on Schedule 4.16. The Company has no material liability for the Taxes of any Person (i) under Treasury regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), (ii) as a transferee or successor, (iii) by contract, or (iv) otherwise.

(e) The Company (i) has not agreed to or is required to make any adjustment pursuant to Section 481 of the Code or any similar provision of state, local or foreign law, and (ii) has no liability under any “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local, or non-U.S. income Tax law) executed on or prior to the Closing Date.

(f) The Company has not engaged in any transaction or taken a position that requires any disclosure on any Tax Return that constitutes a reportable transaction within the meaning of Treasury Regulations Section 1.6011-4.

(g) No taxing authority is asserting or, to the Seller’s Knowledge, threatening to assert a claim against the Company under or as a result of Section 482 of the Code or any similar provision of any foreign, state or local Tax law.

(h) The Company has withheld each Tax required to have been withheld under applicable Law and, to the extent required, has paid such Tax to the appropriate Governmental Authority.

4.17 Intellectual Property.

(a) Schedule 4.17 lists (i) all patents, registrations and pending applications for Intellectual Property owned by the Company, (ii) all Intellectual Property that is licensed to the Company and the applicable Contractual Obligation for same (other than “off-the-shelf” software that has a license purchase price of $5,000 or less and is not material to the Business as currently conducted or as currently contemplated to be conducted in the future); and (iii) all material unregistered Intellectual Property owned by the Company. The Company does not own or use any trade secrets. The Intellectual Property owned or licensed to the Company constitutes all Intellectual Property that is necessary for the conduct of the Business as currently conducted and as currently reasonably contemplated to be conducted in the twenty-four month period following the Closing.

(b) The Company exclusively owns all rights, title and interest in, or possesses all necessary licenses or otherwise has valid and enforceable rights to use all Intellectual Property used or held for use in connection with the Business as currently being conducted free and clear of any Encumbrance, and there are no assertions or claims challenging the Company’s ownership or rights to use, or the validity or enforceability of any of the foregoing, nor is there any basis for any such assertion or claim. The Company has not, whether through its employees or any independent contractor, developed or caused to be developed any Intellectual Property. The Company has not granted any licenses with respect to any Intellectual Property to any third party.

(c) Neither the use of any Company Intellectual Property nor the conduct of the Business as currently conducted infringes or otherwise violates any Intellectual Property rights of others. There is no infringement of any Intellectual Property right owned by or licensed by or to the Company. There have been no past claims or proceedings and there currently are no claims or proceedings involving the Company relating to Intellectual Property.

(d) The consummation of the transactions contemplated herein will not result in any reduction, loss, impediment or other adverse effect with respect to the Company’s ownership and rights with respect to any Intellectual Property.

[(e) Except as set forth on Schedule 4.17, all the computer systems, including the software, firmware, hardware, networks, interfaces, platforms and related systems owned or used by the Company (collectively, the “Company Systems”): (i) are in satisfactory working order and are scalable to meet current and reasonably anticipated capacity, including the ability to process current and anticipated peak volumes in a timely manner; (ii) have appropriate security, backups, disaster recovery arrangements, source code escrow arrangements and hardware and software support and maintenance to minimize the risk of material error, breakdown, failure or security breach occurring and to ensure if such event does occur it does not cause a material disruption to any portion of the Business; (iii) are configured and maintained to minimize the effects of viruses and, to the knowledge of the Company, do not contain viruses, Trojan horses, back doors or other malicious code; and (iv) have not suffered any failures, breakdowns, continued substandard performance or other adverse events that have caused or could reasonably be expected to result in the substantial disruption or interruption in or to the use of the Company Systems and/or the conduct of the Business.]

4.18 Assets; Properties, Sufficiency of Assets.

(a) The Company owns no real property. The Company has good, indefeasible and marketable title to, or, in the case of property held under a lease or other Contractual Obligation, a sole and exclusive, enforceable leasehold interest in, or right to use, all its properties, interests in properties and assets, real and personal, including without limitation all assets that are reflected on the Current Balance Sheet or that have been acquired after the Balance Sheet Date, in each case free and clear of any Encumbrance of any nature whatsoever, except Encumbrances reflected on the Current Balance Sheet. All leases pursuant to which the Company leases (whether as lessee or lessor) any personal property are in good standing, valid, and effective, and there is not, under any such leases, any existing default or event of default, or event that with notice or lapse of time, or both, would constitute a default by the Company and in respect to which the Company has not taken commercially reasonable steps to prevent a default from occurring. The Company has not violated any applicable Law relating to any such assets, nor has any notice of such violation been received by the Company except such as have been fully complied with.

(b) The owned and leased properties and assets described in this Section 4.18 and scheduled on Schedule 4.11 are in good operating condition and in a state of good maintenance and repair, ordinary wear and tear excepted; except as set forth on Schedule 4.18, constitute all of the material property, rights and assets used or held for use by the Company in the conduct of the Business consistent with past practice; are adequate and suitable for their present and intended uses; are in the possession and control of the Company. Except as set forth on Schedule 4.18, the assets and properties of the Company as of the date of this Agreement constitute, and as of the Closing Date will constitute, all of the assets and properties necessary to conduct the Business consistent with past practice and as currently conducted in all material respects.

4.19 Licenses and Permits.

Except as set forth on Schedule 4.19, the Company possesses all Permits (other than where the failure to possess a permit would not have, or reasonably be expected to have, a Material Adverse Effect) required by Law for the Company to conduct the Business of the Company as has historically been conducted and as currently conducted and to construct, own, operate, maintain and use its assets in the manner in which they have been historically and as currently are constructed, operated, maintained and used. Each of the Permits and the Company’s rights with respect thereto is valid, subsisting and in full force and effect, and enforceable by the Company subject to administrative powers of regulatory agencies having jurisdiction. Except as set forth on Schedule 4.19, the Company is not in default under, and no condition exists that with notice or lapse of time or both could constitute a default or could give rise to a right of termination, cancellation or acceleration under, any Permit held by the Company. None of the Permits have been, or to the knowledge of the Seller, is threatened to be, revoked, canceled, suspended or modified.

4.20 Environmental Compliance.

There are no environmental conditions or circumstances, including underground storage tanks, on any property or facility presently or previously owned or operated by the Company including, without limitation, the presence or release of any Hazardous Materials, on any property presently or previously owned, leased or operated by the Company, or on any property to which any Hazardous Materials or waste generated by the Company’s operations or its use of its assets was disposed of, which would constitute a violation of Environmental Law and would have a Material Adverse Effect on the business or business prospects of the Company. Each Company holds all permits, required pursuant to any Environmental Law, necessary for the conduct of any Hazardous Materials activities and other similar businesses operated by the Company, or operated on any property presently owned, leased, or operated by the Company (“Environmental Permits”). All fees required to be paid in connection with Environmental Permits have been paid and the Environmental Permits are valid and in full force and effect and no Governmental Authority intends to modify, cancel, terminate, or not renew any Environmental Permit.

4.21 Compliance with Laws.

Except as disclosed on Schedule 4.21, (a) the Company is, and at all times since has been, in compliance in all material respects with each Legal Requirement that is or was applicable to it or the conduct or operation of the Business or the ownership or use of any of its assets, (b) no event has occurred or circumstance exists that (i) may constitute or result in a violation by the Company of, or a failure on the part of the Company to comply with, any Legal Requirement, or (ii) is reasonably likely to give rise to any obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature, and (c) the Company has not received, at any time since, any notice or other communication from any Governmental Authority regarding (i) any actual or alleged violation of, or failure to comply with, any Legal Requirement, or (ii) any actual or alleged obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature.

4.22 ERISA Plans and Non-ERISA Plans or Labor Issues.

Except as set forth on Schedule 4.11, there are no Employee Plans or any employee benefit plan that is subject to any of the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), in which any of the Company’s employees are or were participants (whether on an active or frozen basis) and which are contributed to, sponsored by or maintained by the Company. Each Employee Plan set forth on Schedule 4.11 currently complies in all material respects, and has complied in all material respects in the past, in form and operation, with the applicable provisions of ERISA, the IRS and other applicable Laws, including, without limitation, all qualification and reporting and disclosure requirements of the Code and ERISA. Each Employee Plan that is an employee pension benefit plan (as described in Section 3(2) of ERISA) (i) meets, and has met, in all respects, the requirements of a “qualified plan” under Section 401(a) of the Code whose income is exempt from taxation under Section 501(a) of the Code, (ii) has received a currently effective favorable determination letter from the IRS and (iii) nothing has occurred since the date of such determination letter that could adversely affect such qualification. No event has occurred and no condition exists that would subject the Company, to any Liability imposed by ERISA. All contributions required to be made to each Employee Plan under the terms of such Employee Plan, ERISA or other applicable Law have been timely made and there are no delinquent contributions as of the Closing Date. None of the Employee Plans (i) is a “multiemployer plan” (as defined in Section 3(37) of ERISA), (ii) is a defined benefit pension plan subject to Title IV of ERISA, (iii) is subject to the funding standards of Section 302 of ERISA or Section 412 of the Code, (iv) is a multiple employer plan (within the meaning of Section 413(c) of the Code), (v) is a “voluntary employees’ beneficiary association” within the meaning of Code Section 501(c)(9), (vi) is a “multiple employer welfare arrangement” (within the meaning of Section 3(40)(A) of ERISA), or (vii) provides for medical or other insurance benefits to current or future retired employees or former employees of the Company (other than as required for group health plan continuation coverage under Code Section 4980B or applicable state Law), or (vii) exists that, solely as a result of the consummation of the transactions contemplated by this Agreement, could result in payments under any Employee Plan which would not be deductible under Section 280G of the Code. During the six years preceding the Closing Date, (i) no under-funded pension plan subject to Section 412 of the Code has been transferred out of the Company, (ii) the Company has not participated in or contributed to, or had an obligation to contribute to, any multiemployer plan and has no withdrawal liability with respect to any multiemployer plan, and (iii) the Company has not maintained any pension plan subject to Title IV of ERISA. There are no material claims, lawsuits or regulatory actions that have been asserted, instituted or threatened against any Employee Plan by any fiduciary or participant of such plan, except routine claims for benefits thereunder, or by any Governmental Authority. Each Employee Plan that is an “employee welfare benefit plan,” as such term is defined in Section 3(1) of ERISA, may be unilaterally amended or terminated in its entirety without liability except as to benefits accrued thereunder prior to such amendment or termination.

4.23 Employees.

(a) Except as set forth on Schedule 4.23, no present or past employee of the Company is bound to the Company by any non-competition, non-solicitation agreement or any other restrictive covenant. Except as set forth on Schedule 4.23, the Company is not a party to any Contractual Obligation with any current employee or former employee, officer, director, consultant or individual independent contractor.

(b) The Company is not a party to, or bound by, any collective bargaining agreement or similar contract, agreement or understanding with a labor union or similar labor organization. As of the date of this Agreement, to the Seller’s knowledge, there are no organizational efforts with respect to the formation of a collective bargaining unit presently being made or threatened.

(c) The Company has not received any written complaint of any unfair labor practice or other unlawful employment practice or any written notice of any material violation of any federal, state or local statutes, laws, ordinances, rules, regulations, orders or directives with respect to the employment of individuals by, or the employment practices of, the Company or the work conditions or the terms and conditions of employment and wages and hours of the Business. There are no unfair labor practice charges or other employee-related complaints against the Company pending or, to the knowledge of the Seller, threatened, before any Governmental Authority by or concerning the employees working in the Business.

(d) To the Sellers’ Knowledge, all employees of the Company are authorized to work in the United States. A Form I-9 has been properly completed and retained with respect to each employee or former employee as required by applicable Law.

(e) The Company is not delinquent in payments to any of its employees or consultants for any wages, salaries, overtime pay, commissions, bonuses, vacation pay, sick pay, severance and termination pay, benefits or other Compensation for any services or otherwise arising under any policy, practice, Contractual Obligation, plan, program or Legal Requirement.

4.24 Investigations; Litigation.

No investigation or review by any Governmental Authority with respect to the Company or any of the transactions contemplated by this Agreement and any Ancillary Agreement is pending or, to the knowledge of the Seller, threatened, and no Governmental Authority has indicated to the Company or the Seller that it intends to conduct the same. Except as set forth on Schedule 4.24, there is no Action pending or, to the knowledge of the Seller, threatened by or against the Company, or affecting the Company or any of its properties or assets, at law or in equity, or before any Governmental Authority, that either individually or in the aggregate, does or is likely to result in a Material Adverse Effect on the Company. There is no Action pending or, to the knowledge of the Seller, threatened against or by the Company, Seller or any Affiliate of Seller that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. Except as set forth on Schedule 4.24, to the Knowledge of Seller, no event has occurred or circumstances exist that are reasonably expected to give rise to, or serve as a basis for, any Action described in this paragraph.

4.25 Leased Real Property.

Schedule 4.25 describes each leasehold interest in real property leased, subleased by, licensed or with respect to which a right to use or occupy has been granted to or by the Company including the addresses thereof (such leased real property is referred to as the “Real Property”), and specifies the lessor(s) of such Real Property, and identifies each lease or any other Contractual Obligation under which such Real Property is leased by the Company (the “Real Property Leases”). Except as described on Schedule 4.25 there are no written or oral subleases, licenses, concessions, occupancy agreements or other Contractual Obligations granting to any other Person the right of use or occupancy of the Real Property, and there is no Person (other than the Company and/or any lessee(s) of the Real Property specifically identified on Schedule 4.25) in possession of the Real Property.

4.26 Anti-Corruption.

No gifts, bribes, kickbacks or other payments, whether in money, property or services, have been made in violation of applicable Laws by the Company or any Representative of the Company in connection with the conduct of the Business, and neither the Company nor any Representative of the Company has received any such payments from vendors, suppliers or other persons.

4.27 Transactions with Affiliates.

Except as set forth on Schedule 4.27, to the Knowledge of Seller, no current officer, employee, consultant, director, or Affiliate of Seller or the Company (a) owns, directly or indirectly, in whole or in part, any property, asset or right, real, personal or mixed, tangible or intangible, including any Intellectual Property, used in the conduct of the Business; (b) has an interest in or is, directly or indirectly, a party to any Contractual Obligation to which the Company is a party; or (c) has any cause of action or claim whatsoever against, or owes any amount to the Company or the Subsidiary.

4.28 Finder’s Fee; Broker.

Except for XYZ Company, Inc (DBA “Progressive Practice Sales”) and XYZ Name, which are under contract with Seller and the Company and not the Buyer, there is no investment banker, broker, finder or other intermediary that has been retained by or is authorized to act on behalf of the Company or the Seller who might be entitled to any fee or other commission in connection with the transactions contemplated by this Agreement or any Ancillary Agreement.

ARTICLE 5 – REPRESENTATIONS AND WARRANTIES OF BUYER

The Buyer represents and warrants to the Seller as follows:

5.1 Organization and Good Standing.

The Buyer is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Oregon, has full requisite corporate power and authority to carry on its business as it is currently conducted, and to own and operate the properties currently owned and operated by it.

5.2 Agreement Authorized and its Effect on Other Obligations.

The Buyer has the legal capacity and requisite power and authority to enter into, and perform its obligations under, this Agreement and each Ancillary Agreement to which it is a party, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and each Ancillary Agreement to which it is a party has been duly and validly authorized by all necessary corporate action, and no other action on the part of the Buyer is necessary to authorize this Agreement or any Ancillary Agreement to which it is a party and to consummate the transactions contemplated hereby and thereby. This Agreement and each Ancillary Agreement constitute valid and binding obligations of the Buyer enforceable against the Buyer in accordance with their terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting enforcement of creditors’ rights generally and by general principles of equity (whether applied in a proceeding at law or in equity).

5.3 Non-Contravention; Consents.

The execution and delivery by the Buyer of this Agreement and each Ancillary Agreement to which it is a party, and the performance by the Buyer of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby do not and will not, directly or indirectly, (a) conflict with, or result in a breach or violation of, or default under, the Buyer’s limited liability company agreement, (b) violate or conflict with any Law applicable to Buyer, (c) require any filing or Permit, consent or approval of, or the giving of any notice to, any Person (including filings, consents or approvals required under any Permits of the Buyer or any licenses to which the Buyer is a party), or (d) result in a violation or breach of, conflict with, constitute (with or without due notice or lapse of time or both) a default under, or give rise to any right of termination, cancellation or acceleration of any right or obligation of the Buyer or to a loss of any benefit to which the Buyer is entitled under, any contract, agreement or other instrument binding upon the Buyer or any license, franchise, Permit or other similar authorization held by the Buyer.

5.4 Finder’s Fee.

There is no investment banker, broker, finder or other intermediary which has been retained by or is authorized to act on behalf of the Buyer who might be entitled to any fee or other commission in connection with the transactions contemplated by this Agreement or any Ancillary Agreement.

ARTICLE 6 – CERTAIN COVENANTS

6.1 Collection of Payments.

The Seller authorizes and empowers the Company, the Buyer and their Affiliates and Representatives from and after the Closing Date (a) to receive and open mail addressed to the Seller and (b) to deal with the contents thereof in any manner any such Person sees fit, provided such mail and the contents thereof relate to the Company or otherwise to the Business for periods following the Closing (and, solely with respect to matters for which Buyer could have liability in accordance with the provisions of this Agreement, for periods prior to the Closing so long as copies thereof are promptly provided to Seller). Following the Closing, the Seller will promptly, and in no event later than ten (10) business days following receipt thereof, forward to the Buyer any mail or other communications received by the Seller relating to the Business. The Buyer agrees to deliver, or cause the Company to deliver, to the Seller mail which the Company receives which is not related to the Company or the Business, whether addressed to Seller or reasonably appearing to relate to the Seller or to its business.

6.2 Conduct of Business Pending Closing.

(a) From the date of this Agreement until the Closing, the Company shall:

(i) carry on its Business in the ordinary course of business consistent with past practice and not introduce any new method of management, operation, or accounting which is material to the Company;

(ii) maintain its properties and facilities, including those held under leases, in as good working order and condition as at present, ordinary wear and tear excepted;

(iii) keep in full force comparable and effect, without interruption, all of its present insurance policies or other insurance coverage;

(iv) report periodically to the Buyer concerning the status of the Business of the Company;

(v) use reasonable best efforts to (x) maintain and preserve its business organization, business and franchise intact; (y) retain its present employees; and (z) maintain its relationship with its suppliers, subcontractors, customers and others having business relationships with it; and

(vi) comply with all applicable Laws.

(b) From the date of this Agreement until the Closing, without the written consent of the Buyer or as contemplated under this Agreement, the Company will not and will cause its Subsidiaries not to, and the Seller will cause the Company and its Subsidiaries not to:

(i) make any changes in the Company’s or any Subsidiary’s Governing Documents;

(ii) issue any of LLC Interests or other equity securities or issue or otherwise create any securities convertible into LLC Interests or other equity securities;

(iii) split, combine or reclassify any of its equity securities;

(iv) make any dividend or other distribution (whether or not in cash), except with respect to the Excluded Assets;

(v) make any investments in the securities or indebtedness of any Person;

(vi) enter into any contract or commitment, or incur or agree to incur any liability or make any capital expenditures in a single transaction or a series of related transactions, involving an aggregate amount of more than $500 other than in the ordinary course of its business and consistent with its past practice; provided however, that the Company may not enter into any customer or project-related contract if such customer is not an existing customer (unless such customer is an Affiliate of an existing customer and such contract is on substantially similar terms as those entered into by the Company in the ordinary course of its business) of the Company as of the date hereof;

(vii) increase or commit or promise to increase the compensation payable or to become payable to any officer, director, unitholder, member, manager, employee or agent, consultant or independent contractor of the Company or make any discretionary bonus or management fee payment to any such Person;

(viii) create or assume any Encumbrances upon any of its assets or properties, whether now owned or hereafter acquired;

(ix) adopt, establish, amend or terminate any Employee Plan or any other compensation plan or employee policies and procedures, or take any discretionary action, or omit to take any contractually required action under or with respect to any Employee Plan;

(x) sell, assign, lease or otherwise transfer or dispose of any of its owned or leased property, plant or equipment otherwise than in the ordinary course of its business and consistent with its past practice;

(xi) negotiate for the acquisition of any business or the start-up of any new business;

(xii) merge, consolidate or effect an exchange for securities with, or agree to merge, consolidate or effect an exchange for securities with, any other Person;

(xiii) waive any of its material rights or claims; provided, however, that it may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice;

(xiv) commit a material breach of or amend materially, terminate or fail to timely renew any Contract or any of its Permits;

(xv) threaten, commence, pay, discharge, settle or satisfy any Action, except that the Company may pay, discharge, settle or satisfy any bona fide Action;

(xvi) enter into any collective bargaining agreement or union contract with any labor organization or union;

(xvii) accelerate or defer any material obligation or payment by the Company or any of its Subsidiaries, or not pay any accounts payable or other obligation of the Company or any of its Subsidiaries when due, unless contested in good faith with full and complete appropriate reserves provided in the relevant books and records of the Company and its Subsidiaries;

(xviii) decrease or defer in any material respect, any required maintenance, repair or replacement of any property, plant or equipment or the level of costs expended in connection therewith;

(xix) fail to maintain insurance at levels at least comparable to current levels or otherwise in a manner inconsistent with past practice;

(xx) enter into any other transaction (A) outside the ordinary course of its business or inconsistent with its past practice or (B) prohibited hereby; or

(xxi) authorize or enter into a Contractual Obligation to do any of the foregoing.

(c) From the date of this Agreement until the Closing, without the written consent of the Buyer or as contemplated under this Agreement, the Seller will not:

(i) sell, lease, pledge, or otherwise transfer, dispose of or otherwise encumber or subject (or allow to become subject) to any Encumbrance any of the LLC Interests;

(ii) except as required to comply with applicable Tax Laws, make, revoke, amend or change any election in respect of Taxes, file any amendment to a Tax Return, settle any claim or assessment in respect of Taxes, or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes; or

(iii) authorize or enter into a Contractual Obligation to do any of the foregoing.

6.6 Access and Cooperation.

From the date of this Agreement until the Closing, Seller shall, and shall cause the Company to: (i) afford to the Representatives of the Buyer reasonable access to the managers and executives of the Company and employees, (ii) provide the Buyer with such additional financial and operating data and other information relating to the Business and properties of the Company as the Buyer may from time to time reasonably request and (iii) shall use its commercially reasonable efforts to cause the Representatives of Seller and the Company to cooperate with Buyer in its investigation of the Company. Buyer and Seller shall negotiate in good faith the terms and conditions of the Restrictive Covenant Agreement, General Release, and each other Ancillary Agreement required to be executed and delivered at Closing, and shall use their commercially reasonable efforts to satisfy the conditions to Closing set forth in Article 7 for a Closing Date on or prior to.

6.7 Supplement to Disclosure Schedules.

From time to time prior to the Closing, Seller shall promptly supplement or amend the Disclosure Schedules hereto with respect to any matter hereafter arising or of which it becomes aware after the date hereof which, if existing or occurring at the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedules (each a “Schedule Supplement”). Any disclosure in any such Schedule Supplement shall not be deemed to have cured any inaccuracy in or breach of any representation or warranty contained in this Agreement, including for purposes of the indemnification or termination rights contained in this Agreement or for determining whether or not the conditions set forth in Section 7.2 have been satisfied; provided, however, that if Buyer elects to waive any such conditions and to proceed with Closing within three business days of its receipt of such Schedule Supplement, then Buyer shall be deemed to have irrevocably waived its right to indemnification under Section 8.2 with respect to such matter.

6.8 Confidentiality.

Subject to Section 10.3 and the remainder of this Section 6.8, neither the Buyer nor the Seller will, without the prior written consent of the other, directly or indirectly, disclose to any other Person any proprietary, confidential or non-public information of another party previously delivered or made available to such other party in connection with the transactions contemplated hereby (including the existence of this Agreement and the Ancillary Agreements), other than to the extent required by applicable Law and upon the advice of counsel, so long as, to the extent permitted under applicable law, reasonable prior notice is given by the disclosing party to the other party of such disclosure and a reasonable opportunity is afforded to such other party to contest the same. Each of the Seller and the Buyer will direct its members, managers, officers, employees and Representatives to keep all such information in strict confidence, and that it will be responsible for any breach or violation of the provisions of this Section 6.8 by any of its stockholders, members, officers, employees and Representatives. For the elimination of doubt, the covenants of the Seller pursuant to this Section 6.8 shall prohibit the disclosure by the Seller of any proprietary, confidential or non-public information involving or concerning the Company or the Business, including without limitation (a) customer and supplier information, including lists of names and addresses of customers and suppliers of the Company and its Affiliates relating to the Business; (b) business plans and strategies, compensation plans, compensation information, sales plans and strategies, pricing and other terms applicable to transactions between existing and prospective customers, suppliers or business associates; (c) market research and databases, sources of leads and methods of obtaining new business, and methods of purchasing, marketing, selling, performing and pricing products and services employed by the Company; (d) information concerning the configuration and architecture, technical data, networks, methods, practices, standards and capacities of the Company’s information systems, software and technology; (e) information identified as confidential and/or proprietary in internal documents of the Company and (f) all information that would be a trade Secret under any applicable Law. The information subject to the foregoing provisions of this Section 6.8 will not include any information generally available to, or known by, the public (other than as a result of disclosure in violation hereof). The Seller agrees that it will be responsible for any breach or violation of the provisions of this Section 6.8 by any of his or her Representatives and Affiliates.

6.9 Books and Records.

Without limiting the generality of Section 6.6(a), from and after the Closing, upon reasonable notice and without undue interruption to the Company, the Buyer shall and shall cause the Company to (a) give Seller and their authorized Representatives reasonable access to all the books, records, documents, instruments, accounts, correspondence, writings, evidences of title and other papers (in each case, including electronic versions thereof) relating to the Company (the “Books and Records”), in each case existing as of the Closing, and (b) permit the Seller to make such copies and inspections thereof as the Seller may reasonably request, in each case (i) to comply with reporting, disclosure, filing or other requirements imposed on the Seller by a Governmental Authority having jurisdiction over the Seller or (ii) for use in any proceeding or in order to satisfy audit, accounting, regulatory, subpoena or other similar requirements; provided, that the Seller shall first notify the Buyer of the business purpose for requesting such access (to the extent permitted to do so under applicable Law); provided further, that (A) nothing herein shall obligate the Buyer to take any actions that (1) would or, in the determination of Buyer in its sole discretion, could, be commercially detrimental, (2) violate any Law or Contract or (3) waive any attorney-client privilege and (B) this Section 6.9 shall not apply with respect to disputes or proceedings between or among the parties.

6.10 Litigation Support.

If and for so long as the Buyer or the Company is actively contesting or defending against any Action involving the Company or the Business relating to periods prior to Closing, the Seller will cooperate in the contest or defense and provide such testimony as may be reasonably necessary in connection with the contest or defense at the cost and expense of the Buyer (unless and to the extent the Buyer is entitled to indemnification therefor hereunder, in which event such costs and expenses shall be borne by the Seller).

6.11 Covenants With Respect To Taxes.

(a) The Buyer shall be responsible for preparing and filing, or causing the Company to prepare and file, all Tax Returns of the Company required to be filed for periods ending after the Closing Date. The Seller shall be responsible for filing all Tax Returns of the Company for taxable periods ending on or before the Closing Date. The Seller shall provide Buyer with a copy of all stand-alone Tax Returns of the Company filed by the Seller after the Closing Date promptly following the filing of such Tax Return. The Seller shall timely pay all Taxes required to be paid with respect to such pre-Closing Tax Returns and with respect to any period commencing before the Closing Date and ending after the Closing Date, pay to the Buyer, within five days of demand, Taxes with respect to the portion of such Tax Period ending on the Closing Date. For purposes of this Agreement, in the case of any period that begins before the Closing Date and ends after the Closing Date, any Tax based directly or indirectly on gross or net income or receipts or imposed in respect of specific transactions shall be allocated assuming that the Taxable period ended on the Closing Date, and any other Tax shall be allocated based on the number of days in the Taxable period ending on the Closing Date divided by the total number of days in the Taxable period.

(b) Buyer, the Company, and Seller shall cooperate (and cause their respective Affiliates to cooperate) fully, as and to the extent reasonably requested by the other Parties, in connection with the preparation and filing of Tax Returns pursuant to this Section 6.11 and any Tax audit, litigation, or other proceeding with respect to Taxes and payments in respect thereof.

6.12 Acquisition Proposals.

(a) Seller shall not, and shall not authorize or permit any of its Affiliates (including the Company) or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Seller shall immediately cease and cause to be terminated, and shall cause its Affiliates (including the Company) and all of its and their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company; (ii) the issuance or acquisition of LLC Interests or other equity securities of the Company; or (iii) the sale, lease, exchange or other disposition of any significant portion of the Company’s properties or assets.

(b) In addition to the other obligations under this Section 6.12, Seller shall promptly (and in any event within three business days after receipt thereof by Seller or its Representatives) advise Buyer orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request, Acquisition Proposal or inquiry, and the identity of the Person making the same.

(c) Seller agrees that the rights and remedies for noncompliance with this Section 6.12 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Buyer and that money damages would not provide an adequate remedy to Buyer.

6.13 Non-Compete.

(a) Seller and Buyer covenant and agree that Seller shall not, for a period of 5 years from Closing:

(i) Except as otherwise provided in this Agreement, individually or as a principal, agent, manager, employee, shareholder, director, partner or in any other capacity, engage directly or indirectly in, including advertising and or patient solicitation, or have any interest in any chiropractic business, or business substantially similar to or competitive with Buyer within 25 miles of the existing practice of the Company.

(ii) Directly or indirectly suggest, request, or encourage any suppliers, vendors, distributors, representatives, or patients of Buyer to curtail, reduce, or cancel their business or customer relationships with Buyer.

(iii) Directly or indirectly reveal, communicate or divulge any information to any person or entity in any business competitive with Buyer relating to the business and patients of Buyer.

(iv) As of Closing, contact or attempt to contact, either directly or indirectly, the Buyer’s patients.

(b) Interpretation of Restrictive Covenant. In the event a court of competent jurisdiction determines that any provision of this Section 6.13 is excessively broad in scope, duration, or otherwise, such provision shall be reformed to the maximum extent permitted by applicable Law to effectuate the intent of the parties, and the remaining provisions shall remain in full force and effect. The Seller acknowledges that the restrictions contained in this Section 6.13 are reasonable and necessary to protect the legitimate business interests of the Buyer and the Company and will not unduly restrict the Seller’s ability to earn a livelihood.

(c) Equitable Relief. The Seller agrees that any breach or threatened breach of this Section 6.13 shall cause irreparable injury to the Buyer and that money damages would not provide an adequate remedy. Accordingly, the Buyer shall be entitled to seek injunctive relief, without the need to post a bond, in addition to any other remedies available at law or in equity, to enforce the provisions of this Section 6.13.

6.14 Notification of Certain Matters.

From the date hereof until the Closing, the Seller shall promptly notify the Buyer in writing of: (a) any fact, event, or circumstance that would make any representation or warranty of the Seller untrue or inaccurate in any material respect; (b) any material breach of any covenant or obligation of the Seller or the Company under this Agreement; (c) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; or (d) any Action commenced or, to the Seller’s Knowledge, threatened against the Seller or the Company that relates to the consummation of the transactions contemplated by this Agreement or that could reasonably be expected to have a Material Adverse Effect.

6.15 Further Assurances.

From and after the Closing, upon the reasonable request of any party hereto, the other parties shall execute and deliver such additional documents, instruments, and certifications and take such further actions as may be reasonably required to carry out the intent and purposes of this Agreement and to consummate the transactions contemplated hereby.

ARTICLE 7 – CONDITIONS TO CLOSING

7.1 Conditions to Obligations of All Parties.

The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:

(a) No Governmental Prohibition. No Governmental Authority shall have enacted, issued, promulgated, enforced, or entered any Law or Governmental Order (whether temporary, preliminary, or permanent) that is in effect and that prohibits or makes illegal the consummation of the transactions contemplated by this Agreement.

(b) Consents and Approvals. All consents, approvals, or authorizations of any Governmental Authority or other Person required to be obtained in connection with the execution, delivery, and performance of this Agreement and the Ancillary Agreements shall have been obtained and shall be in full force and effect.

7.2 Conditions to Obligations of Buyer.

The obligations of the Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or waiver, at or prior to the Closing, of each of the following conditions:

(a) Representations and Warranties. The representations and warranties of the Seller contained in Article 4 shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date).

(b) Performance of Covenants. The Seller and the Company shall have performed and complied in all material respects with all covenants, agreements, and obligations required to be performed or complied with by them under this Agreement at or prior to the Closing.

(c) No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Material Adverse Effect with respect to the Company or the Business.

(d) Closing Deliveries. The Seller shall have delivered, or caused to be delivered, to the Buyer all of the items required by Section 3.2.

(e) Due Diligence. The Buyer shall have completed its due diligence investigation of the Company and the Business to its reasonable satisfaction.

7.3 Conditions to Obligations of Seller.

The obligations of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or waiver, at or prior to the Closing, of each of the following conditions:

(a) Representations and Warranties. The representations and warranties of the Buyer contained in Article 5 shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality, which shall be true and correct in all respects) as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date).

(b) Performance of Covenants. The Buyer shall have performed and complied in all material respects with all covenants, agreements, and obligations required to be performed or complied with by it under this Agreement at or prior to the Closing.

(c) Closing Deliveries. The Buyer shall have delivered, or caused to be delivered, to the Seller all of the items required by Section 3.3.

ARTICLE 8 – INDEMNIFICATION

8.1 Survival.

All representations and warranties contained in this Agreement shall survive the Closing and remain in full force and effect until the date that is eighteen (18) months following the Closing Date, except that the representations and warranties set forth in Sections 4.1 (Organization, Standing and Authority), 4.4 (Agreement Authorized and its Effect on Other Obligations), 4.5 (Capitalization), 4.6 (Ownership of the LLC Interests), 5.1 (Organization and Good Standing), and 5.2 (Agreement Authorized and its Effect on Other Obligations) (collectively, the “Fundamental Representations”) shall survive indefinitely, and the representations and warranties set forth in Section 4.16 (Taxes) shall survive until the expiration of the applicable statute of limitations (including any extensions thereof). All covenants and agreements contained in this Agreement shall survive the Closing in accordance with their terms. Notwithstanding the foregoing, any claim for indemnification asserted in writing prior to the expiration of the applicable survival period shall survive until such claim is fully and finally resolved.

8.2 Indemnification by Seller.

(a) Subject to the limitations set forth in this Article 8, the Seller shall indemnify, defend, and hold harmless the Buyer, the Company, and their respective Affiliates, officers, directors, managers, employees, agents, successors, and assigns (collectively, the “Indemnified Parties”) from and against any and all losses, damages, liabilities, deficiencies, claims, Actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees and costs of investigation (collectively, “Damages”), arising out of or resulting from:

(i) any breach or inaccuracy of any representation or warranty made by the Seller in Article 4 of this Agreement;

(ii) any breach or non-fulfillment of any covenant, agreement, or obligation to be performed by the Seller or the Company (prior to Closing) pursuant to this Agreement;

(iii) any Taxes of the Company attributable to any taxable period ending on or before the Closing Date or the portion of any period that includes the Closing Date ending on the Closing Date;

(iv) any Excluded Assets or liabilities related thereto; or

(v) any fraud, intentional misrepresentation, or willful misconduct by the Seller or the Company (prior to Closing).

(b) Limitations. The Seller’s obligation to indemnify the Indemnified Parties shall be subject to the following limitations:

(i) The Seller shall not be liable for any Damages under Section 8.2(a)(i) unless and until the aggregate amount of such Damages exceeds $10,000 (the “Deductible”), and then only for the amount by which such Damages exceed the Deductible.

(ii) The Seller’s aggregate liability for Damages under Section 8.2(a)(i) shall not exceed $200,000 (the “Cap”), except for breaches of Fundamental Representations or representations under Section 4.16 (Taxes), which shall not be subject to the Cap.

(iii) The Deductible and Cap shall not apply to Damages arising out of or resulting from fraud, intentional misrepresentation, or willful misconduct by the Seller.

8.3 Indemnification by Buyer.

(a) Subject to the limitations set forth in this Article 8, the Buyer shall indemnify, defend, and hold harmless the Seller and its Affiliates, officers, directors, managers, employees, agents, successors, and assigns (collectively, the “Seller Indemnified Parties”) from and against any and all Damages arising out of or resulting from:

(i) any breach or inaccuracy of any representation or warranty made by the Buyer in Article 5 of this Agreement;

(ii) any breach or non-fulfillment of any covenant, agreement, or obligation to be performed by the Buyer pursuant to this Agreement; or

(iii) any fraud, intentional misrepresentation, or willful misconduct by the Buyer.

(b) Limitations. The Buyer’s obligation to indemnify the Seller Indemnified Parties shall be subject to the following limitations:

(i) The Buyer shall not be liable for any Damages under Section 8.3(a)(i) unless and until the aggregate amount of such Damages exceeds the Deductible, and then only for the amount by which such Damages exceed the Deductible.

(ii) The Buyer’s aggregate liability for Damages under Section 8.3(a)(i) shall not exceed the Cap, except for breaches of Fundamental Representations, which shall not be subject to the Cap.

(iii) The Deductible and Cap shall not apply to Damages arising out of or resulting from fraud, intentional misrepresentation, or willful misconduct by the Buyer.

8.4 Indemnification Procedures.

(a) Notice of Claim. Any party seeking indemnification (the “Indemnified Party”) shall promptly notify the party from whom indemnification is sought (the “Indemnifying Party”) in writing of any claim, demand, or Action that may give rise to an indemnification obligation under this Article 8 (a “Claim”), specifying in reasonable detail the nature of the Claim and the amount of Damages, if known. The failure to provide such notice shall not relieve the Indemnifying Party of its obligations under this Article 8, except to the extent such failure materially prejudices the Indemnifying Party’s ability to defend the Claim.

(b) Third-Party Claims. If a Claim involves a claim by a third party (a “Third-Party Claim”), the Indemnifying Party shall have the right to assume control of the defense and settlement of such Third-Party Claim with counsel of its choice, provided that the Indemnifying Party notifies the Indemnified Party in writing within thirty (30) days after receipt of notice of the Third-Party Claim that it will assume such defense. The Indemnified Party shall cooperate fully with the Indemnifying Party in the defense of the Third-Party Claim. The Indemnified Party may participate in the defense at its own expense with counsel of its choice. The Indemnifying Party shall not settle any Third-Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned, or delayed, unless the settlement involves only the payment of monetary damages and includes a full release of the Indemnified Party.

(c) Direct Claims. If a Claim does not involve a third party (a “Direct Claim”), the Indemnified Party shall provide notice to the Indemnifying Party as provided in Section 8.4(a). The Indemnifying Party shall have thirty (30) days to respond to the Direct Claim. If the Indemnifying Party disputes the Claim, the parties shall negotiate in good faith to resolve the dispute. If the dispute is not resolved within sixty (60) days, either party may pursue any remedies available at law or in equity.

8.5 Exclusive Remedy.

Except for claims based on fraud, intentional misrepresentation, or willful misconduct, or as otherwise provided in this Agreement, the indemnification provisions in this Article 8 shall be the exclusive remedy for any breaches of representations, warranties, or covenants under this Agreement.

ARTICLE 9 – TERMINATION

9.1 Termination.

This Agreement may be terminated at any time prior to the Closing:

(a) By mutual written consent of the Buyer and the Seller;

(b) By the Buyer, if there has been a material breach of any representation, warranty, covenant, or agreement by the Seller or the Company that would cause any condition in Section 7.2 not to be satisfied, and such breach has not been cured within thirty (30) days after written notice thereof;

(c) By the Seller, if there has been a material breach of any representation, warranty, covenant, or agreement by the Buyer that would cause any condition in Section 7.3 not to be satisfied, and such breach has not been cured within thirty (30) days after written notice thereof;

(d) By either the Buyer or the Seller, if the Closing has not occurred on or before [insert date, e.g., June 30, 2021], unless such failure is due to the breach by the terminating party of its obligations under this Agreement; or

(e) By either the Buyer or the Seller, if any Governmental Authority issues a final, non-appealable Governmental Order prohibiting the transactions contemplated by this Agreement.

9.2 Effect of Termination.

If this Agreement is terminated pursuant to Section 9.1, all rights and obligations of the parties hereunder shall terminate, except for the obligations set forth in Sections 6.8 (Confidentiality), 10.2 (Expenses), 10.3 (Public Announcements), and this Section 9.2, which shall survive termination. Notwithstanding the foregoing, termination shall not relieve any party of liability for any willful breach of this Agreement occurring prior to termination.

ARTICLE 10 – MISCELLANEOUS

10.1 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 when delivered personally, by email (with confirmation of receipt), or by overnight courier service, or three (3) days after being mailed by certified or registered mail, postage prepaid, return receipt requested, to the parties at the following addresses (or at such other address as a party may specify by notice given to the other party pursuant to this provision):

If to Seller:
XYZ Name
[Address]
[City, State, ZIP]
Email: [Seller Email]

If to Buyer:
XYZ Company, LLC
[Address]
[City, State, ZIP]
Email: [Buyer Email]

If to the Company (prior to Closing):
XYZ Chiropractic, LLC
[Address]
[City, State, ZIP]
Email: [Company Email]

10.2 Expenses.

Except as otherwise provided in this Agreement, each party shall bear its own costs and expenses, including legal and accounting fees, incurred in connection with the negotiation, execution, and performance of this Agreement and the transactions contemplated hereby.

10.3 Public Announcements.

No party shall issue any press release or make any public announcement relating to the subject matter of this Agreement without the prior written consent of the other party, except as may be required by applicable Law, upon the advice of counsel, provided that the disclosing party gives the other party reasonable prior notice and an opportunity to contest such disclosure.

10.4 Entire Agreement.

This Agreement, together with the Ancillary Agreements and the schedules and exhibits hereto and thereto, constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, and negotiations, whether written or oral, with respect thereto.

10.5 Amendments and Waivers.

This Agreement may not be amended, modified, or supplemented except by a written instrument signed by the Buyer, the Seller, and the Company. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom such waiver is sought to be enforced.

10.6 Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon, without regard to its conflict of laws principles.

10.7 Jurisdiction; Venue.

Any Action arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought exclusively in the state or federal courts located in [County], Oregon. Each party irrevocably submits to the jurisdiction of such courts and waives any objection to venue or inconvenient forum.

10.8 Waiver of Jury Trial.

EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

10.9 Binding Effect; Assignment.

This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. No party may assign its rights or obligations under this Agreement without the prior written consent of the other parties, except that the Buyer may assign its rights and obligations to an Affiliate without such consent, provided that the Buyer remains liable for its obligations hereunder.

10.10 Severability.

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision shall be reformed to the extent necessary to make it enforceable, and the remaining provisions shall not be affected and shall continue in full force and effect.

10.11 Counterparts.

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart by facsimile or electronic transmission (e.g., PDF) shall be as effective as delivery of a manually executed counterpart.

10.12 No Third-Party Beneficiaries.

Except as provided in Article 8 with respect to Indemnified Parties, this Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns, and nothing herein shall create or be deemed to create any third-party beneficiary rights in any Person not a party to this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Purchase Agreement as of the day and year first above written.

SELLER:

XYZ Name

BUYER:
XYZ Company, LLC
By: ___________________________
Name:
Title:

COMPANY:
XYZ Chiropractic, LLC
By: ___________________________
Name:
Title:

 

 

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