Exhibit 10.2
Binding Purchase
Agreement
May 19, 2009
This Binding Purchase Agreement
(this “ Agreement ”) sets forth the binding
obligations of the parties concerning a transaction whereby R.P.S.
Products, Inc. (“ Buyer ”) agrees to purchase
and Flanders Corporation (“ Seller ”) agrees to
sell the assets and liabilities listed on the attached Schedule
A and which are owned by or the responsibility of Seller (the
“ Subject Assets ”), the bulk of which were
acquired from Wildwood Industries, Inc. (the “ Company
”) out of bankruptcy.
To evidence its good faith, Buyer is
presenting to Seller the sum of $400,000 by wire transfer (the
“ Deposit ”), by 12:00 am on May 20, 2009.
If the transaction contemplated by this Agreement is consummated,
then the Deposit shall be applied to the Purchase Price to be paid
by the Buyer at the closing. If Seller does not purchase such
Subject Assets from the Company for the reasons contemplated in
Section 2 below, and therefore cannot sell the Subject Assets
to Buyer, the Deposit shall be returned to Buyer.
This Agreement supersedes and
replaces all prior offers and negotiations between Buyer and
Seller. The transaction shall be effected as follows:
1. Seller shall sell to Buyer and
Buyer shall purchase the Subject Assets for a total purchase price
equal to (a) $2,225,000 by wire transfer on May 20, 2009,
(b) reimbursement of all reasonable costs of Seller relating
the business represented by the Subject Assets, including without
limitation, the costs associated with the Business Inventory (as
defined below), labor costs, utility costs and similar reasonable
overhead and direct costs incurred in connection with the business
represented by the Subject Assets (“ Business Inventory
Costs ”), and (c) the assumption by Buyer of the
Further Lease Obligations (as defined Schedule A ) for which
Seller may be responsible either at closing or in the future
(collectively, the “ Purchase Price ”). Seller
shall not deliver or otherwise release any of the Subject Assets to
Buyer until the Purchase Price identified in Section 1(a) and
Section 1(b) has been paid. The term “ Business
Inventory ” shall mean the inventory purchased by Seller
and the inventory purchase commitments incurred by Seller in
connection with the business represented by the Subject
Assets.
2. The consummation of the
transaction shall be contingent solely upon the purchase by Seller
of the Subject Assets from the Company out of bankruptcy which must
be approved by the Bankruptcy Court. Failure of the Seller to
purchase the Subject Assets from the Company shall not be deemed a
breach by Seller hereof.
3. Neither party will make any
public disclosure or publicity release pertaining to the existence
of this Agreement or of the subject matter contained herein without
having first obtained the written consent of the other
party.
4. Each party agrees to keep
confidential all information about the other party or the Company
which it obtains in connection herewith, and shall not disclose
same to any third parties. All documents and all copies
thereo
