Exhibit 10.1
AGREEMENT FOR PURCHASE AND SALE OF
BUSINESS
This
Agreement For Purchase And Sale Of Business (the
“Agreement”) is entered into this __ day of February,
2009, by Mach One Corporation, a Nevada corporation (the
“Buyer”), and Thomsen Group, LLC, a Wisconsin limited
liability company (the “Seller”).
ARTICLE I.
PURCHASE AND SALE
1.01.
In consideration of the mutual promises and conditions contained in
this agreement, Seller agrees to sell to Buyer, and Buyer agrees to
purchase from Seller, on the terms, conditions, warranties and
representations set forth in this Agreement:
(a)
the business owned by Seller, being conducted under the name
Modular Process Contractors, LLC, a Wisconsin limited liability
company, located at 3505 Chatham Street, Racine, Wisconsin 53402
(the “Business”);
(b)
all of the stock in trade, inventory, and merchandise of the
Business as described in Exhibit “A” attached to this
agreement;
(c)
all of the fixtures, equipment, and other tangible assets of the
Business as shown on attached Exhibit “B”;
(d)
any leasehold interest owned by Seller under the lease for the
premises where the Business is located; and
(e)
all the trade, business name, goodwill, and other tangible or
intangible assets of the Business.
ARTICLE II.
AMOUNT OF PURCHASE PRICE
2.01.
The total purchase price to be paid by Buyer to Seller for all the
properties, assets and rights of the Business described in this
Agreement (“Purchase Price”) shall be (a) 500,000
shares of Series B Convertible Preferred Stock (the “Series B
Preferred Stock”), convertible into two (2) shares of the
Buyer’s common stock for each share of Series B Preferred
Stock, plus (b) an earn-out as set forth in an Earn-Out Agreement
of even date hereof and attached hereto as Exhibit C.
2.02.
The Purchase Price is allocated as follows:
$_____
Inventory
$_____
Fixtures & Equipment
$_____
Goodwill, Tradename & Other Tangible Assets
$_____
Leasehold Improvements
$_____
Noncompetition Provision
Total:
$_____.
ARTICLE III.
PAYMENT OF PURCHASE PRICE
3.01.
The total Purchase Price shall be paid at the closing by delivering
a stock certificate(s) to the Seller representing the Series B
Preferred Stock.
ARTICLE IV.
CLOSING
4.01.
The closing of the sale and purchase of the Business (“the
Closing”) shall take place at the office of the Buyer,
located at 6430 Congress Drive, West Bend, Wisconsin 53095, on or
before February 28, 2009, or at such other place and date as the
parties may agree to in writing.
4.02.
At the closing the Seller shall:
(a)
deliver clear and marketable title and ownership to Buyer of all
assets subject to this Agreement;
(b)
execute the Bill of Sale attached as Exhibit “D” to
this agreement;
(c)
execute the Assignment of Assumed Name Certificate attached as
Exhibit “E” to this agreement; and
(d)
execute any other documents necessary to finalize this
Agreement.
4.03.
At the Closing the Buyer shall:
(a)
deliver the Series b Preferred Stock certificate(s)to Seller;
and
(b)
execute any other documents necessary to finalize this
Agreement.
ARTICLE V.
REPRESENTATIONS, WARRANTIES, COVENANTS AND
AGREEMENTS BY SELLER
5.01.
Seller agrees and warrants and represents to Buyer that:
(a)
the financial records for the Business, previously inspected by
Buyer, contain a full and complete record and account of the
financial affairs of this Business and truthfully set forth all
liabilities, assets and other matters pertaining to the fiscal or
financial condition of this Business through the date of inspection
and furthermore, that there have been no material changes in the
financial condition of this Business since that time except for
transactions normal to this Business;
(b)
Seller is the lawful owner of this Business and has good right and
due authorization to sell it. At the time of signing this
Agreement, Seller neither knows nor has reason to know of the
existence of any outstanding claim or title, or interest, or lien
in, to, or on this Business except as shown on the financial
records of this Business inspected by Buyer;
(c)
all fixtures and equipment sold pursuant to this Agreement are free
and clear of any lien (including UCC financing statements) and/or
debt unless otherwise set forth in a written statement from Seller
to Buyer;
(d)
Seller owes no obligations and has contracted no liabilities
affecting this Business or which might affect the consummation of
the purchase and sale described in this Agreement that are not
shown on the financial records inspected by Buyer and that have not
been expressly disclosed to Buyer;
(e)
there are no taxes due and owing on account of Seller’s
operation of the Business for unemployment compensation,
withholding tax, social security tax, sales tax, personal property
tax, franchise tax, income tax, and other taxes of any
nature;
(f)
any accounts payable due and owing as of the Closing shall remain
the responsibility of Seller and shall be paid promptly as they
become due and payable;
(g)
no litigation, actions or proceedings, legal, equitable,
administrative, through arbitration or otherwise, including but not
limited to lawsuits, claims or disputes with employees, customers
and vendors, etc., are pending or threatened that might affect this
Business, the assets being purchased, or the consummation of the
purchase and sale described in this Agreement;
(h)
Seller agrees to indemnify and hold Buyer harmless from any and all
claims, causes of actions, damages, or debts, including legal fees,
resulting from any actions, occurrences or events occurring prior
to the Closing;
(i)
all mechanical equipment sold pursuant to this Agreement is in good
working condition.
ARTICLE VI.
REPRESENTATIONS, WARRANTIES AND AGREEMENTS BY
BUYER
6.01.
Buyer agrees and warrants and represents to Seller that Buyer will
duly notify all authorities, suppliers, creditors, and/or other
entities that Buyer is to be responsible for all liabilities
associated with the operation of the Business, including without
limitation withholding taxes, social security taxes, unemployment
contributions, salaries, and purchases incurred after the Closing,
and Buyer specifically agrees to assume such liabilities as of the
Closing.
6.02
Buyer represents and warrants that all of the Series B Preferred
Sto