ST- Dandy Donuts Purchase Agreement

7/24/2019 ST- Dandy Donuts Purchase Agreement

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Sean Towles

Mr. Holman,

Please find attached the re-draft of the Asset Purchase Agreement you asked

me to complete. I believe that I have drafted this Agreement to your

specifications, but please read it over carefully and let me know if you haveany questions or concerns.

I want to direct your attention to a few key matters that may need your

attention.

There seems to be some confusion about whether the improperly operating

donut machine is Donut Machine 72726 or Donut Machine 72725. It would

be best if you could verify this information, to make sure the covenant which

speaks to the repair of this machine is accurate.

I drafted the provisions concerning the purchase price in the way that I

believe you intended, but I wanted to ask you about your precise intentions

with regards to the portion of the purchase price to be paid by the promissory

note. Currently, the Agreement states that the principle amount of the Note

is to be $2,000,000.00, on which 9% interest will accumulate annually. This

would result in the final purchase price being more than $5,000,000.00; the

purchase price would be $5,000,000.00 plus the interest you would owe on theNote. If this is what you intend, then this is no problem, but if you intend the

total purchase price to be exactly $5,000,000.00 then we would need to re-

draft this provision with a smaller principle amount for the Note, so that the

Note would yield a final payment of $2,000,000.00 including the accumulated

interest.

I added the financing out that you requested and added a coordinate

provision that would hopefully make this provision more palatable to Mr.

Dandy. The Agreement now provides that if you do not obtain financing you

do not have to close, but Mr. Dandy would keep the Escrow Amount (the

$300,000.00 you have placed in escrow as well as the interest on these funds).

As this is less than the liquidated damages you would have to pay under other

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circumstances, I thought this might be palatable to you, especially if you

believe that you will be able to procure financing. If not, then we could

discuss whether Mr. Dandy might keep only the principal placed in escrow or

only the interest earned on the funds placed in escrow.

- Sean Towles

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ASSET PURCHASE AGREEMENT

Preamble

This Asset Purchase Agreement, dated as of April 30, 2015, is between Dandy Donut

Corporation, a Delaware corporation ("Seller"), and Donut Madness, Inc., an Indiana

corporation ("Buyer").

In consideration of the mutual promises stated in this Agreement, the parties agree

as follows:

Article 1Definitions

1.1 Defined Terms.As used in this Agreement, terms defined in the preamble

have the meanings set forth therein, and each of the following terms has the meaningassigned to it:

"Agreement"means this Asset Purchase Agreement and all Schedules and Exhibits

to this Asset Purchase Agreement.

"Assigned Contracts"means the Lease, the Good Shepherd Contract, and any

other agreements listed inSchedule 1.

"Assumed Liabilities"means all liabilities and obligations that arise under the

Assigned Contracts after the Closing Date.

Business Recordsmeans any books and other records, whether physical or

electronic, relating to any of the Sale Assets, including all:

(a) files, invoices, forms, accounts, or correspondence;

(b) technical, accounting, and procedural manuals;

(c) employment records;

(d) maintenance logs for any of the Equipment;

(e) studies, reports, or summaries relating to any environmental matters;

(f) surveys, engineering reports, or any other studies relating to the ownership,

maintenance, or operation of any of the Sale Assets;

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(g) investigations or depictions of any of the Sale Assets; and

(h) other books and records relating to the ownership, maintenance, or operation

of any of the Sale Assets.

"Closing"means the closing of the sale of the Sale Assets that this Agreementcontemplates.

"Closing Date"means July 15, 2015, or such other date as the parties may agree,

but no later than July 30, 2015.

Closing Paymentmeans the difference of

(a) $3,000,000.00 minus

(b) the Escrow Amount

delivered by wire transfer to Sellers bank account identified inExhibit A.

"Consent(s)"means a legally binding, enforceable, and written consent, approval,

authorization, notice, designation, registration, declaration, or filing.

"Contract(s)"means any contract, lease, agreement, license, instrument,

arrangement, commitment, or understanding to which Buyer or Seller is a party or by

which Buyer or Seller or any of their assets may be bound or affected.

Donut Machine 72726means the donut machine in the Shop bearing Serial

Number 72726.

Donut Machines

means the two donut machines installed in the Shop, model

number CP2220 bearing Serial Numbers 72725 and 72726.

Equipment means the equipment listed inSchedule 2, which includes the Donut

Machines.

Escrow Agentmeans Harold C. Astor & Associates, an Oklahoma partnership.

Escrow Agreementmeans the Escrow Agreement, dated March 28, 2015,

between Seller, Buyer, and Escrow Agent.

Escrow Amountmeans

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(c) the $300,000.00 in immediately available funds that Buyer has delivered to

Escrow Agent in accordance with the Escrow Agreement; and

(d) all interest earned on these funds while they are in the custody of Escrow

Agent.

Excluded Assetsmeans:

(a) any accounts receivable arising or accruing in connection with the operation

of the Shop on or before the Closing Date;

(b) any cash or cash equivalents existing on the Closing Date;

(c) any cash deposits made by Seller to secure contract obligations accrued

through the Closing Date; and

(d) the assets of any employee benefit plans owned or maintained by Seller.

Full Service Barmeans a bar that is capable of legally serving:

(a) beer, wine, and other fermented drinks; and

(b) distilled spirits.

Good Shepherd Contractmeans the Vendor Agreement dated August 23, 2013

between Seller and the Good Shepherd Church of Gas City for supply of donuts on Sunday

mornings.

Improvements

means any structures, systems, fixtures, hardware, and utilities

associated with, and utilized in, the operation of the Shop, except for any items listed in

Schedule 2.

In The Ordinary Course Of Businessmeans as necessary to accomplish the

existing daily tasks required to provide the Shops customary products for sale and meet the

Shops current contractual obligations.

Intangiblesmeans the following items of intangible property, to the extentassignable or transferable:

(a) All of Sellers rights under any guaranty or warranty relating to the

construction, maintenance, operation, improvement, alteration, replacement,

or repair of:

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(i) the Improvements;

(ii) the Equipment; or

(iii) any portion or component of the Improvements or Equipment.

(b) All of Sellers rights under any Permit, or any other authorization or approval

associated with the operation of the Shop or any of the other Sale Assets.

(c) All of Sellers recipes, including any intellectual property rights that Seller

holds in these recipes.

(d) The trade name Dandy Donuts and all goodwill associated with that trade

name.

(e) The telephone numbers assigned to the Shop.

(f) All of the Shops Internet addresses and email addresses.

Inventorymeans the customary Inventory maintained by the Shop to facilitate its

operations In The Ordinary Course Of Business.

Landlord

means Trump Indiana, LLC, an Indiana limited liability company.

Lawmeans any federal, state, local or foreign law, rule, or regulation.

Leasemeans the Lease Agreement dated June 14, 2012, between Landlord andSeller for the building in Gas City, Indiana housing the Shop.

Lien(s)means any lien, charge, encumbrance, security interest, mortgage, or

pledge.

Notemeans Buyers promissory note, payable to Seller, in the principal amount of

$2,000,000, which will accrue interest at 9% annually and will be due on December 31,

2017, substantially in the form ofExhibit B.

Order"means any judgment, award, order, writ, injunction, or decree issued byany:

(a) federal, state, local, or foreign:

(i) authority,

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(ii) court,

(iii) tribunal,

(iv) agency, or

(v) other governmental authority; or

(b) arbitrator

to which Buyer or Sellers assets are subject.

Permitmeans any permit or license issued or required by any federal, state, local,

or foreign governmental or regulatory authority.

"Person"means any individual, partnership, joint venture, corporation, trust,

unincorporated organization, government (and any departments or agencies thereof), or

other entity.

Purchase Pricemeans the sum of:

(a) the amount of the Closing Payment;

(b) the Escrow Amount; and

(c) the amount due under the Note.

Sale Assetsmeans the:

(a) Equipment;

(b) Inventory;

(c) Business Records;

(d) Assigned Contracts;

(e) Intangibles; and

(f) all other assets owned by Seller that are associated with the Shop, except for

the Excluded Assets.

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Shopmeans the donut shop in Gas City, Indiana operated by Seller known as

Dandy Donuts.

1.2 Other Definitional Provisions.

(a) References to Articles, Sections, Exhibits, and Schedules are toArticles, Sections, Exhibits, and Schedules of this Agreement, unless

otherwise stated.

(b) The words including, includes, and include are deemed to be followed by

the words without limitation.

Article 2Purchase and Sale

2.1 Sale of the Sale Assets. At the Closing, Seller shall sell the Sale Assets, and

Buyer shall buy the Sale Assets, in accordance with the terms of this Agreement.

2.2 Time and Place of Closing. The Closing is to take place on the Closing Date

at the offices of Workhard & Playlittle, 111 Monument Circle, Indianapolis, Indiana, at

10:00 A.M. local time, or at such other place and time as the parties may agree.

2.3 Closing Deliveries.

(a) Sellers Tangible Deliveries. At the Closing, Seller shall deliver to Buyer:

(i) the keys to all locks located in the Improvements and Equipment;

(ii) all Business Records; and

(iii) any other tangible item that is necessary or appropriate to allow

Buyer to operate the Shop.

(b) Sellers Delivery of Documents. At the Closing, Seller shall execute and

deliver to Buyer:

(i) a bill of sale for the Equipment and Inventory, substantially in the

form ofExhibit C;

(ii) an assignment of the Intangibles;

(iii) an assignment of the Assigned Contracts;

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(iv) an assignment of all Permits relating to the Shop;

(v) all required Consents;

(vi) a certification of shareholder approval of this Agreement and the

transactions this Agreement Contemplates; and

(vii) any other instrument of transfer that is necessary or appropriate to

vest in Buyer good title to the Sale Assets.

(c) Sellers Deliveries to Escrow Agent. At the Closing, Seller shall execute

and deliver to Escrow Agent any documents necessary to cause Escrow Agent

to release any funds payable to Seller.

(d) Buyers Deliveries. At the Closing, Buyer shall:

(i) cause the Closing Payment to be delivered to Seller;

(ii) execute and deliver to Seller the Note;

(iii) execute and deliver to Seller an assumption with respect to the

Assumed Liabilities, substantially in the form ofExhibit D; and

(iv) execute and deliver to Escrow Agent any documents necessary to

cause Escrow Agent to release the funds payable to Seller.

Article 3Sellers Representations and Warranties

Seller represents and warrants to Buyer as follows:

3.1 Organization, Good Standing. Seller is a corporation duly organized,

validly existing, and in good standing under the laws of Delaware, with all requisite

corporate power and authority to own, operate, and lease its properties, and to carry on its

business as now being conducted. Seller is duly qualified to do business, and is in good

standing, in Indiana, which is the only state in which Seller conducts business.

3.2 Authority.Except as provided in Section 5.8, Seller has full corporate power,

authority, and legal right to:

(a) execute and deliver this Agreement;

(b) perform its obligations under this Agreement; and

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(c) consummate the transactions that this Agreement contemplates.

3.3 Enforceability. This Agreement is Sellers legal, valid, and binding

obligation, enforceable against Seller in accordance with its terms, except to the extent that

enforcement is limited by:

(a) applicable bankruptcy, insolvency, reorganization, moratorium, or other

similar laws affecting creditors rights generally; or

(b) general equitable principles, regardless of whether the issue of enforceability

is considered in a proceeding in equity or at law.

3.4 Undisclosed Liabilities. To Sellers knowledge, there are no material

assertions, claims, or liabilities of any nature against Seller, except as follows:

(a) Seller is in default on the Lease, which has produced a Lien in the amount of$15,000.00.

3.5 Compliance with Instruments. Except as provided in Section 5.8, neither

Sellers execution and delivery of this Agreement nor the consummation of the transactions

it contemplates:

(a) will conflict with or violate Sellers certificate of incorporation or by-laws;

(b) is a violation of any Law or Order applicable to Seller or any of its assets; or

(c) will conflict with, breach, or constitute a default under any Contract to which

Seller is a party or by which Seller or the Sale Assets are bound or affected.

3.6 Adverse Agreements. Seller is not a party to or subject to any Contract,

Law, or Order that could adversely affects its business, operations, prospects, properties,

assets, or condition, financial or otherwise, except as follows:

(a) Seller has spoken with Moonlight Business Brokers, LLC, a business broker,

but Seller has not hired this company and owes no commission to this

company.

3.7 Governmental and other Consents. Seller has obtained all Consents

required in connection with the execution and delivery of this Agreement. Except as listed

in Section 5.1, Seller has obtained all Consents required in connection with the

consummation of the transactions that this Agreement contemplates.

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3.8 Ownership of Sale Assets. Except as provided inSection 3.4(a)Seller

owns the Sale Assets, free of any Liens.

3.9 Contracts. Each of the Assigned Contracts is valid and enforceable in

accordance with its terms. Except as provided in Section 3.4(a), there is no existing default

or any event which with notice, lapse of time, or both would constitute a default under any

of the Assigned Contracts.

3.10 Condition of Improvements and Equipment. All Equipment is in good

condition, ordinary wear and tear excepted, except as follows:

(a) The Donut Machines are in adequate condition and Donut Machine 72726 is

not working properly.

3.11 Inventory.The Inventory is:

(a) of a quality and quantity usable or salable In The Ordinary Course Of

Business;

(b) not damaged or defective;

(c) owned by Seller and not subject to any Lien;

(d) located on the premises of the Shop;

(e) of a quantity which is reasonable in the present circumstances of the Shops

business; and

(f) an adequate reserve for obsolete and slow moving items.

3.12 Employees.

(a) Seller is not a party to any labor contract, collective bargaining agreement or

other contract with any labor organization, union, or association.

(b) Seller has not agreed to recognize any union or other collective bargaining

representative.

(c) No union or other collective bargaining representative has been certified to

represent the Shops employees.

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(d) There are no pending or, to Sellers knowledge, threatened lawsuits or

administrative charges by the Shops employees or former employees.

(e) Seller is in compliance with all federal and state reporting and posting

requirements related to employment and benefits.

(f) There is no unfunded pension liability with respect to the Shops employees.

(g) Seller has complied with all overtime pay obligations with respect to the

Shops employees.

(h) As it pertains to the Shops employees, Seller is in compliance with all

applicable Laws respecting terms and conditions of employment and

employment practices, including:

(i) worker classification;

(ii) wages;

(iii) bonuses;

(iv) commissions;

(v) termination pay;

(vi) severance pay;

(vii) vacation pay;

(viii) sick pay;

(ix) fringe benefits;

(x) hours of work;

(xi) unlawful, wrongful, retaliatory, or discriminatory treatment or labor

practices;

(xii) whistle-blowing;

(xiii) immigration;

(xiv) workers compensation;

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(xv) plant closings;

(xvi) mass layoffs;

(xvii)disability;

(xviii)unemployment compensation;

(xix) occupational safety and health standards; and

(xx) any other employment laws.

(i) All of the Shops employees are authorized to work in the United States.

(j) Seller has properly completed and retained, in accordance with applicable

law, a Form I-9 with respect to all of the Shops employees for whom Seller is

required to complete and retain a Form I-9.

3.13 Taxes and Tax Returns.Seller has duly filed all federal, state, and local

tax returns and reports required to be filed, and Seller has duly paid all taxes and other

governmental charges on it or its properties, assets, income, franchises, licenses, or sales.

3.14 Books and Records.All of the Business Records are correct, complete, and

accurately reflect the transactions and the assets and liabilities of Seller with respect to the

Shop.

3.15 Litigation and Law Compliance. Seller is not a party to any pending or,

to its knowledge, threatened litigation that involves or could adversely affect the Sale

Assets. Seller has complied with any Law that could have an adverse effect on the Sale

Assets.

Article 4Buyers Representations and Warranties

Buyer represents and warrants to Seller as follows:

4.1 Organization; Good Standing. Buyer is a corporation duly organized,

validly existing, and in good standing under the laws of Indiana, with all requisite corporate

power and authority to own, operate, and lease its properties, and to carry on its business

as now being conducted. Buyer is duly qualified to do business, and is in good standing, in

Indiana, which is the only state in which Buyer conducts business.

4.2 Authority. Buyer has full corporate power, authority, and legal right to:

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(a) execute and deliver this Agreement;

(b) perform its obligations under this Agreement; and

(c) consummate the transactions that this Agreement contemplates.

4.3 Enforceability. This Agreement is Buyers legal, valid, and binding

obligation, enforceable against Buyer in accordance with its terms, except to the extent that

enforcement is limited by:

(a) applicable bankruptcy, insolvency, reorganization, moratorium, or other

similar laws affecting creditors rights generally; or

(b) general equitable principles, regardless of whether the issue of enforceability

is considered in a proceeding in equity or at law.

4.4 Compliance with Instruments.Neither Buyers execution and delivery of

this Agreement nor the consummation of the transactions it contemplates:

(a) will conflict with or violate Buyers certificate of incorporation or by-laws;

(b) is a violation of any Law or Order applicable to Buyer or any of its assets; or

(c) will conflict with, breach, or constitute a default under any material Contract

to which Buyer is a party.

Article 5Sellers Covenants

Seller shall do the following beginning on the date of this Agreement and ending on

the Closing Date:

5.1 Cooperation. Seller shall use its best efforts to cause the consummation of

the sale contemplated by this Agreement, including using its best efforts to secure:

(a) a Consent to assign the Good Shepherd Contract to Buyer;

(b) a Consent from the Landlord to assign the Lease to Buyer; and

(c) any other Consents or Permits that may be necessary or reasonably required

to effect the transactions contemplated by this Agreement.

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5.2 Maintenance of Present Circumstances. Seller shall not do any of the

following without Buyers previous written consent:

(a) Change the character of its business.

(b) Sell, transfer, change, or otherwise dispose of the Sale Assets, except In TheOrdinary Course Of Business.

(c) Make any modification to the Improvements, except In The Ordinary Course

Of Business.

5.3 Maintenance of the Sale Assets.Seller shall:

(a) maintain the Equipment in good condition, normal wear and tear excepted;

(b) cause Donut Machine 72726 to be repaired to good condition, normal wearand tear excepted;

(c) keep the Business Records accurate, complete, and current; and

(d) not take any action that could adversely affect any of the Intangibles.

5.4 Access to Property and Records. Seller shall, upon 24 hour notice, give to

Buyer and Buyers counsel, accountants, technicians, and other representatives access to:

(a) the Shop, during normal business hours;

(b) the Donut Machines, in a manner that allows for their inspection;

(c) copies of all of Sellers Contracts, Permits, and Business Records; and

(d) any other documents and information concerning the affairs of Seller as

Buyer may reasonably request.

5.5 Compliance with Laws and Orders. Seller shall comply in all respects

with any Law or Order the violation of which could have an adverse effect on the Sale

Assets or the Shops operations, prospects, properties, assets, or condition, financial orotherwise.

5.6 Ownership of Sale Assets. Seller shall deliver the Sale Assets free of any

Liens.

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5.7 Removal of Lien. Seller shall cause the Lien described in Section 3.4(a) to

be removed.

5.8 Shareholder Approval. Seller shall use its best efforts to obtain

shareholder approval of the terms of this Agreement and the transactions this Agreement

contemplates, as required under Delaware law.

Article 6Buyers Covenants

Buyer shall do the following beginning on the date of this Agreement and ending on

the Closing Date:

6.1 Cooperation. Buyer shall use its best efforts to cause the consummation of

the sale contemplated by this Agreement, including using its best efforts to secure any

Consents or Permits that may be necessary or reasonably required to effect the transactions

contemplated by this Agreement.

6.2 Financing. Buyer shall use its best efforts to obtain financing on

commercially reasonable terms sufficient to satisfy its obligations to Seller under this

Agreement. If Buyer receives a commercially reasonable offer for such financing, Buyer

shall accept it.

Article 7Conditions to Sellers Obligations

Seller is obligated to consummate the transactions that this Agreement

contemplates only if each of the following conditions has been satisfied or waived on or

before the Closing Date.

7.1 No Litigation. There must be no suit, proceeding, or investigation which

has been filed with, undertaken by, or threatened by any court, governmental authority, or

regulatory authority, against Seller or Buyer, which:

(a) seeks to restrain, prevent, or change the transactions contemplated by this

Agreement;

(b) questions the validity or legality of the transactions contemplated by this

Agreement; or

(c) if resolved adversely to Seller or Buyer would materially and adversely affect

the financial condition, business, property, assets, or prospects of Seller or

Buyer.

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7.2 Buyer's Representations and Warranties. All of Buyers representations

and warranties must be true on the date they are made and on the Closing Date as if they

were made on that date, except to the extent this Agreement contemplates that specific

facts might change.

7.3 Buyer'sCovenants. Buyer must have performed all covenants contained in

Article 6.

7.4 Documentation. All matters and proceedings contemplated by this

Agreement, including forms of instruments and matters of title, must be reasonably

satisfactory to Seller and Sellers counsel.

Article 8Conditions to Buyers Obligations

Buyer is obligated to consummate the transactions that this Agreement

contemplates only if each of the following conditions has been satisfied or waived on or

before the Closing Date.

8.1 No Litigation. There must be no suit, proceeding, or investigation which

has been filed with, undertaken by, or threatened by any court, governmental authority, or

regulatory authority, against Seller or Buyer, which:

(a) seeks to restrain, prevent, or change the transactions contemplated by this

Agreement;

(b) questions the validity or legality of the transactions contemplated by this

Agreement; or

(c) if resolved adversely to Seller or Buyer would materially and adversely affect

the financial condition, business, property, assets, or prospects of Seller or

Buyer.

8.2 Approvals. Buyer must have obtained all necessary Permits and other

approvals for Buyer to operate the Shop with a Full Service Bar.

8.3 Repair of Electrical Panel. Seller must cause the electrical panel in theShop to be repaired or replaced so that it conforms to applicable building codes.

8.4 Seller's Representations and Warranties. All of Sellers representations

and warranties must be true on the date they are made and on the Closing Date as if they

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were made on that date, except to the extent this Agreement contemplates that specific

facts might change.

8.5 Seller's Covenants. Seller must have performed all covenants contained in

Article 5.

8.6 Documentation. All matters and proceedings contemplated by this

Agreement, including forms of instruments and matters of title, must be reasonably

satisfactory to Buyer and Buyers counsel.

8.7 Assignment of Contracts. The Assigned Contracts must have been

assigned to Buyer.

8.8 Financing. Buyer must have received and accepted a commercially

reasonable offer for financing sufficient to satisfy its obligations to Seller under this

Agreement.

Article 9Termination

9.1 Termination by Completion. If the transactions contemplated by this

Agreement culminate in a successful Closing, this Agreement will terminate after all

Closing Deliveries described in Section 2.3 have been received by the appropriate parties.

The provisions of Article 10 survive termination under this section.

9.2 Termination by Mutual Agreement. The parties may, at any time before

the Closing Date, terminate this Agreement by mutual agreement, in writing. If this

Agreement terminates by mutual agreement, the following will occur:

(a) Buyer and Seller must take all actions necessary to cause Escrow Agent to

release the Escrow Amount to Buyer no later than August 15, 2015.

(b) This Agreement will terminate on the date on which Buyer receives full

payment of the amount described in this section.

On termination of this Agreement under this section, neither party has any further

rights or obligations under this Agreement.

9.3 No Fault Termination. If either party notifies the other party, in writing,

that it has grounds for termination due to a failure of the conditions in Sections 7.1, 8.1, 8.2,

or 8.3, the following will occur:

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payment of the amount described in this section.

On termination of this Agreement under this section, neither party has any further


9.4 Termination by Seller. Seller may notify Buyer, in writing, that Seller has

grounds for termination if the conditions described in Sections 7.2, 7.3, or 7.4 have not been

satisfied or waived. Seller must identify the grounds for termination in its notice. Upon

Buyers receipt of this notice of termination, the following will occur:

(a) Buyer must pay to Seller liquidated damages in the amount of $500,000.00 no

later than August 15, 2015. To make this payment, Buyer must:

(i) cause Escrow Agent to release the Escrow Amount to Seller; and

(ii) cause to be delivered to the bank account identified inExhibit Aa

wire transfer in the amount of:

(A) $500,000.00 minus

(B) the Escrow Amount.

(b) This Agreement will terminate on the date on which Seller receives full

payment of the amounts described in this subsection.

On termination of this Agreement under this section neither party has any further


9.5 Termination by Buyer. Buyer may notify Seller, in writing, that Buyer has

grounds for termination if the conditions listed in Sections 8.4, 8.5, 8.6, or 8.7 have not been

satisfied or waived. Buyer must identify the grounds for termination in its notice. Upon

Sellers receipt of this notice of termination, the following will occur:




payment of the amount described in this subsection.

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On termination of this Agreement under this section, Buyer retains any rights to

bring a suit for any actions arising out of this Agreement and transaction.

9.6Termination for Lack of Financing. If Buyer notifies Seller, in writing,

that the condition described in Section 8.8 has not or will not be satisfied, the following

will occur:


release the Escrow Amount to Seller no later than August 15, 2015.

(b) This Agreement will terminate on the date on which Seller receives full

payment of the amount described in this subsection.

On termination of this Agreement under this section neither party has any further


Article 10 Additional Covenants

If this Agreement terminates by completion, under Section 9.1, the following

continuing obligations become effective:

10.1 Employees. Immediately following the Closing, Buyer shall offer one-year

employment contracts to all of Sellers employees. Buyer shall offer to each of Sellers

employees a salary or hourly rate, as the case may be, that is not less favorable than each

employees current compensation. Buyer may reasonably define all other terms of

employment. Buyer assumes no obligation to provide any particular benefits of any kind toSellers employees.

10.2 Continued Maintenance. Seller shall use its best efforts to ensure that the

maintenance company operated by Andy Dandy continues to maintain the Equipment

through December 31, 2015.

Article 11Miscellaneous Provisions

11.1 Merger. The Transaction Documents constitute the final, exclusive

agreement between the parties on the matters contained in the Transaction Documents. All

earlier and contemporaneous negotiations and agreements between the parties on the

matters contained in the Transaction Documents are expressly merged into and superseded

by this Agreement.

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11.2 Assignment and Delegation. Buyer may not assign any right or delegate

any performance under this Agreement to Randy Dandy. All assignments of rights to

Randy Dandy are prohibited, whether they are voluntary or involuntary, by merger,

consolidation, dissolution, operation of law, or any other manner. A purported assignment

or purported delegation in violation of this section is void.

11.3 Applicable Law. The laws of Indiana, without giving effect to its conflicts of

law provisions, govern all matters arising out of or relating to this Agreement.

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DANDY DONUTS CORPORATION

By:

Randy Dandy, President

DONUT MADNESS, INC.

By:

Walter Holman, President

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ST- Dandy Donuts Purchase Agreement

Documents

Transcript of ST- Dandy Donuts Purchase Agreement