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HomeMy WebLinkAboutClosing Agenda CLOSING AGENDA Seller: Shree Ganesh Store Inc. ("Seller") Buyer: SDR Food Mart Inc ("Buyer") Store Location: Yarmouth Mini Mart 845 MA-28 S. Yarmouth, MA 02664 Date of Closing: January 26, 2021 1. Settlement Sheet (Buyer) 2. Copy of Asset Agreement (Buyer) 3. Lease (Buyer) 4. Bill of Sale (Seller) 5. Corporate Vote (Seller) 6. Certificate of Good Standing- Sec of State (Seller) 7. Certificate of Good Standing—MDOR (Seller) CLOSING STATEMENT Seller: Shree Ganesh Stores Inc. ("Seller") Buyer: SDR Food Mart Inc ("Buyer") Store Location: Yarmouth Mini Mart 845 MA-28 S. Yarmouth, 'MA 02664 Date of Closing: January 26, 2021 BUYER: Purchase Price $135,000.00 Inventory $55,500.26 Vieira & DiGianfilippo, Ltd — Fee $3,000.00 Vieira & DiGianfilippo, Ltd — Expenses $280.00 Deposit ($5,000.00) Net amount from Buyer: $188,780.26 SELLER: Purchase Price $135,000.00 Inventory $55,500.26 Deposit ($5,000.00) Net amount to Seller $185,500.26 (Signatures on Following Page) BUYER:SDR Food Mart Inc ‘ \ '\ . By:Ravi B. Pa� ,Pr..ident SELLER:Shree Ganesh Stores Inc. (1 ------- , By:Punam Gautam, President i ;"yy`".2th .N`Sv e�itt. _ay'k. i s h k [�$� �} ¢¢ 24 V�r A. M1M °3- .- ,-A--,----...,0-:',w # 1 al^- �, '" ti,, ,. 4,1 t., • k xt c�kt_ y ` �sr�� ate- i �` F„ • il • '�� 'r u ' de� .�1,=r ,� ", ,^s & e r ^,,..-.„,„.,..„..„.....,,,,,,,,..7-- .sa . ..','--,-711:-'4'.-'41.1,1.7•- ▪ ' a�,r;k,..'1,-,.;...-.4.,„';'..-'1'-' v M .a t #� 2- y' n a'r v4',-ax �cs s," N'r x*nz„3'v ro5tI4s - T Ni 4 y�" � * !4[r �a - aS 1 -- `VS `1: i ..i ` ,„ , �, ,.. Via" t • • a „.i.` 3e ryry -�� ' ` • � v� ' a `,i.:4,(. ,1,- i 3 Vti s• Pye±.x? ,s L 4 :F7'z RR S ,t Y. 7.'',..;-;•,,i--i-,.;.. ,77-,7i� "t.. VV.4 i�'i 4 -•'-' ,..;..-44...;,,,,.,.. .,....,..,.,,,, 'P�' r51- ''''-' '': ; ''''''''''':::-'':::::';I:':::::-'1:1:11"::::::.:":' rte, '"sd' tk ,a8w { �tt " . �t$y-gyp av LC. 's zc :'''''''I''f--':::;::.-:-,..: :''11 sz 3 + V. l ,� ,-,...--.--;,--:---,',:,---T---. s s. k!rsa ; . v. 4' {u3 - l R .we i Y lvii �Qs + € e.' F ASSET PURCHASE AGREEMENT This Asset Purchase Agreement(this "Agreement"),dated as of August;2020, is entered into by and among Shree Ganesh Store Inc, a Massachusetts corporation("Seller")with an address at 845 Route 28,Unit 5 South Yarmouth MA 02664 dba Yarmouth Mini Mart and Ravi B. Patel, an individual with and address at 1520 Carnation Ave., Metairie,LA 70001,or Nominee("Buyer"). RECITALS WHEREAS, Seller wishes to sell to Buyer, and Buyer wishes to purchase from Seller,all of the Purchased Assets(as defined herein), subject to the terms and conditions set forth herein. NOW,THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE I PURCHASE AND SALE Section LI Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, all of Seller's right,title and interest in the assets set forth on Section 1.01of the disclosure schedules("Disclosure Schedules")attached hereto(the "Purchased Assets"), free and clear of any mortgage,pledge, lien, charge, security interest, claim or other encumbrance ("Encumbrance"). Section 1.2 Liabilities. Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay,perform and discharge the liabilities and obligations set forth on Section 1:02 of the Disclosure Schedules under the Purchased Assets,but only to the extent that such liabilities and obligations do not relate to any breach, default or violation by Seller on or prior to the Closing(collectively, the "Assumed Liabilities"). Other than the Assumed Liabilities, Buyer shall not assume any liabilities or obligations of Seller of any kind, whether known or unknown, contingent,matured or otherwise,whether currently existing or hereinafter created(collectively,the"Excluded Liabilities"). All Excluded Liabilities shall remain the liabilities and obligations of the Seller and the Seller shall remain bound by and liable for, and shall pay, discharge or perform when due all such Excluded Liabilities. The Assumed Liabilities shall not include any liabilities or obligations for which Buyer is entitled to indemnification under Section 7.02. Section 1.3 Purchase Price.The aggregate purchase price for the Purchased Assets shall be$135,000.00 plus the cost of inventory,valued at Seller's cost,as described below in Section 1.04 (the "Purchase Price"). The Buyer shall pay the Purchase Price to Seller as follows $5,000.00 to be paid upon signing this Agreement and the remainder at the Closing(as defined herein) in cash, by wire transfer of immediately available funds in accordance with the wire transfer instructions set forth in Section 1.03 of the Disclosure Schedules. 2 Section.1.4 On the last business day immediately preceding the Closing,Buyer shall commence,coordinate and take,in consultation and cooperation with Seller, a physical count of all Inventory of the Business consistent with past procedures and practices of the Business and commercially reasonable procedures sufficient to produce a proper count of such Inventory. Seller shall have the right to observe and participate in the verification of the count and the pricing of such Inventory.At the Closing Date,Buyer shall prepare and deliver to Seller a statement setting forth its calculation of Closing Date Inventory based upon and consistent with the Inventory count,which statement shall include the type of inventory,the amount of such inventory,the estimated cost for such inventory(the "Closing Date Inventory Statement").. Section 1.5 Allocation of Purchase Price. Section 1.04 of the Disclosure Schedules contains an allocation statement setting forth the allocation of the Purchase Price and the Buyer's assumption of the Assumed Liabilities for tax purposes pursuant to Section 1060 of the Internal Revenue Code of 1986(the"Code")and any other applicable tax laws(as the same may be revised pursuant to the following sentence,the"Allocation Statement"),among the Purchased Assets. Except as otherwise required by Law,the Buyer and the Seller agree to report an allocation of the Purchase Price and the Buyer's assumption of the Assumed Liabilities among the Assets in a manner entirely consistent with the Allocation Statement and agree to act in accordance with such Allocation Statement in the preparation of financial statements and filing of all Tax Returns(such as IRS Form 8594 or any other forms or reports required to be filed pursuant to Section 1060 of Code or any comparable provisions of law(the"Section 1060 Forms"))and in the course of any tax audit, tax review, or tax litigation relating thereto. The Buyer and the Seller shall cooperate in the preparation of the Section 1060 Forms and file such Section.1060 Forms timely and in the manner required by applicable law. Except as otherwise required by law,the Buyer and the Seller agree to treat any payments made pursuant to the indemnification provisions of this Agreement as an adjustment to the Purchase Price for tax purposes. ARTICLE 11 CLOSING Section II.1 Closing. Unless otherwise agreed in writing among the parties,the closing of the transactions contemplated by this Agreement(the "Closing")shall take place remotely via the exchange of documents and signatures on a date to be mutually agreed-upon by the parties, which shall be no later than the third(3d)business day(the "Closing Date")following the date on which the last to be satisfied or waived of the conditions set forth in Article VI shall have been satisfied or waived in accordance with this Agreement. The consummation of the transactions contemplated by this Agreement shall be deemed to occur at 12:01 a.m.Boston time on the Closing Date. Section II.2 Closing Deliverables. (a) At the Closing,Seller shall deliver to Buyer the following: (i) a bill of sale in substantially the form of Exhibit A hereto(the"Bill of Sale") and duly executed by Seller,transferring the Purchased Assets to Buyer; 3 (ii) an assignment and assumption agreement in substantially the form of Exhibit B hereto,in form and substance satisfactory to Buyer(the "Assignment and Assumption Agreement") and duly executed by Seller, effecting the assignment to and assumption by Buyer of the Purchased Assets and the Assumed Liabilities; (iii) certificates pursuant to Treasury Regulations Section 1.1445-2(b) that Seller is not a foreign person within the meaning of the Internal Revenue Code (iv) a certificate of the Secretary or Assistant Secretary(or equivalent officer)of Seller certifying as to (A)the resolutions of the board of directors of Seller and stockholders of Seller, duly adopted and in effect,which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby,and(B)the names and signatures of the officers of Seller authorized to sign this Agreement and the documents to be delivered hereunder; (v) Certificates of good standing of the Seller from the Secretary of the Commonwealth and Department of Revenue of Massachusetts dated within five (5)days of the Closing Date; and (vi) such other customary instruments of transfer, assumption,filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement. (b) At the Closing,Buyer shall deliver to Seller the following: (i), the Purchase Price;and (ii) the Assignment and Assumption Agreement duly executed by Buyer. ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER Seller represents and warrants to Buyer that the statements contained in this ARTICLE III are true and correct as of the date hereof and as of the Closing Date as though made on the Closing Date (or, if made as of a specified date, as of such date). For purposes of this ARTICLE III, "Seller's knowledge," "knowledge of Seller" and any similar phrases shall mean the actual knowledge of any officer of Seller. Section III.1 Organization and Authority of Seller; Enforceability. Seller is a corporation duly organized,validly existing and in good standing under the laws of the Commonwealth of Massachusetts. Seller has full corporate power and authority to own and operate its property and assets, to carry on its business as currently conducted, to enter into this Agreement and the documents to be delivered hereunder, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution,delivery and 4 performance by Seller of this Agreement and the documentsto be delivered hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Seller. This Agreement and the documents to be delivered hereunder have been duly executed and delivered by Seller,and(assuming due:authorization, execution and delivery by Buyer)this Agreement and the documents to be delivered hereunder constitute legal,valid and binding obligations of Seller,enforceable against Seller in accordance with their respective terms. Section 111.2 No Conflicts; Consents.The execution,delivery and performance by Seller of this Agreementand the documents to be delivered hereunder,and the consummation of the transactions contemplated hereby,do not and will not: (a)violate or conflict with the certificate of incorporation,by-laws or other organizational documents of Seller;(b)violate or conflict with any judgment,order, decree, statute,law,ordinance,rule or regulation applicable to Seller or the Purchased Assets; (c) conflict with,or result in(with or without notice or lapse of time or both) any violation of,or default under,or give rise to a right of termination, acceleration or modification of any obligation or loss of any benefit under any contract or other instrument to which Seller is a party or to which any of the Purchased Assets are subject; or(d)result in the creation or imposition of any Encumbrance on the Purchased Assets.No consent,approval, waiver or authorization is required to be obtained by Seller from,and no notice is required to be given by Seller to,any person or entity(including any governmental authority)in connection with the execution,delivery and performance by Seller of this Agreement and the consummation of the transactions contemplated hereby. Section.III.3 Title to Purchased Assets. Except as disclosed in Section 3.03 of the Disclosure Schedule,Seller is the true and lawful owner of,and has good and enforceable title to, all of the Purchased Assets, free and clear of all Encumbrances. Section 111.4 Inventory.All inventory included in the Purchased Assets consist of a quality and quantity usable and salable in the ordinary course of business. Section 1115 Assigned Contracts. Section 3.05;of the Disclosure Schedules includes each contract included in the Purchased Assets and being assigned to and assumed by Buyer(the "Assigned Contracts"). Each Assigned Contract is valid and binding on Seller in accordance with its terms and is infull force and effect.None of Seller or,to Seller's knowledge, any other party thereto,is in breach of or default under(or isalleged to be in breach of or default under), or has provided or received any notice of any intention to terminate,any Assigned Contract.No event or circumstance has occurred that,with or without notice or lapseof time or both,would constitute an event of default under any Assigned Contractor result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of benefit thereunder. Complete and correct copies of each Assigned Contract have been made available to Buyer.There are no disputes pending or threatened under any Assigned Contract. Section 111.6 Non-foreign Status.Seller is not a"foreign person" as that term is used in Treasury Regulations Section 1.1445-2. Section.III.7 Permits.. Section 3.07 of the Disclosure Schedules lists each of the permits and licenses held by Seller,pursuant to which Seller conducts business or holds any of its • 5 assets or properties(collectively,the"Permits"). Seller has all Permits materially necessary for the conduct of its business as now being conducted by it and Seller believes it can obtain,without undue burden or expense,any similar authority for the conduct of its business as now conducted or currently proposed to be conducted. Seller is not in default in any material respect under any of such Permits. Section 111.8 Real Property. Seller does not own any real property. Section 3.08 of the Disclosure Schedules sets forth a correct and complete list of all real property leased by Seller (the"Leased Real Property"). Seller has good,valid and enforceable leasehold interests to the leasehold estate in the Leased Real Property granted to it pursuant to the applicable lease for Leased Real Property(each,a"Real Estate Lease"). Except as set forth in Section 3.08 of the Disclosure Schedules,Seller is current with the payment of rent on all Leased Real Properties and any other amounts due under any Real Estate Lease. Section.111.9 Tax Returns and Payments. (a) Seller has duly and properly prepared and timely filed with the appropriate tax authorities all;tax returns required to be filed by it and has timely paid all taxes required to be paid by it under applicable tax law(whether or not shown to be due on any tax return). All such tax returns are correct and complete in all material respects. True and complete copies of all income tax returns filed by Seller have been made available by Seller to Buyer. There are no liens for taxes on any of the assets of Seller. (b) Seller has complied with all material requirements of all applicable laws in relation to the withholding and reporting of taxes;has duly and timely withheld and paid over to the appropriate governmental entity all amounts required to be so withheld or paid under applicable law,including any taxes in connection with any amounts paid or owing to any present or former employee,officer,director,independent contractor,creditor, shareholder or other third party; and has duly completed and timely filed all tax returns, including Forms W-2 and 1099,required with respect thereto. (c) There is no audit or investigation now pending or, to the knowledge of Seller,threatened against Seller or with respect to any tax or tax return of Seller. Seller has not received from any tax authority any request for information relating to tax matters or any notice of tax deficiency or proposed tax adjustment. (d) The unpaid taxes of Seller at December 31,2017 did not,as of that date, exceed the reserve for tax liabilities of Seller. Since December 31,2017, Seller has not incurred any liability for taxes arising from extraordinary gains or losses,as such term is used in generally accepted accounting principles of the United States,that are outside the ordinary course of business. Section II1.10 Material Vendors and Suppliers. Section 3.10 of the Disclosure Schedules sets forth a correct and complete list of Seller's most significant vendors and suppliers (the"Material Vendors"),measured by amounts paid by Seller to such suppliers for the one(1) year period ending on . Seller reasonably believes that it has a good relationship with each of its Material Vendors and Seller has not,during the two(2)year 6 period prior to the date of this Agreement,been involved with any material dispute with any of its Material Vendors. Seller has not received any notice or other communication stating,and does not otherwise have any reason to believe that,any of its Material Vendors will terminate its relationship with Seller,decrease the rate of or adversely change any of the terms (whether relating to payment,price or otherwise)with respect to supplying materials or products to Seller, or make any other adverse change in its relationship with Seller. Section III.11 Legal Proceedings. There are no suits,actions, causes of actions (whether at law or in equity),arbitration,claims,complaints, administrative or similar proceedings or criminal prosecutions and investigations(collectively, "Litigation")pending or, to the knowledge of Seller, threatened against Seller. There is no Litigation pending or,to the knowledge of Seller,threatened against Seller that questions the validity of this Agreement, or the right of Seller to enter into this Agreement or to consummate the transactions contemplated hereby. To its knowledge, Seller is not a party or subject to the provisions of any order,writ, injunction,judgment or decree of any court or government agency or instrumentality, Section 111.12 Disclosure. None of Seller's representations in this Agreement or any other written statements or certificates delivered by Seller in connection herewith contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements herein or therein not misleading. ARTICLE IV REPRESENTATIONS AND WARRANTIES OF BUYER Buyer represents and warrants to Seller that the statements contained in this ARTICLE IV are true and correct as of the date hereof. For purposes of this ARTICLE IV, "Buyer's knowledge," "knowledge of Buyer" and any similar phrases shall mean the actual knowledge of Buyer, after due inquiry. Section IV.1 Organization and Authority of Buyer; Enforceability.Buyer is a corporation duly organized,validly existing and in good standing under the laws of the Commonwealth of Massachusetts. Buyer has full corporate power and authority to enter into this Agreement and the documents to be delivered hereunder,to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution,delivery and performance by Buyer of this Agreement and the documents to be delivered hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Buyer.This Agreement and the documents to be delivered hereunder have been duly executed and delivered by Buyer,and(assuming due authorization, execution and delivery by Seller) this Agreement and the documents to be delivered hereunder constitute legal,valid and binding obligations of Buyer enforceable against Buyer in accordance with their respective terms. Section TV.2 No Conflicts; Consents.The execution, delivery and performance by Buyer of this Agreement and the documents to be delivered hereunder, and the consummation of the transactions contemplated hereby,do not and will not: (a)violate or conflict with the certificate of incorporation,by-laws or other organizational documents of Buyer; or(b)violate or conflict with any judgment, order, decree,statute, law, ordinance,rule or regulation applicable to 7 Buyer..No consent,approval,waiver or authorization is required to be obtained by Buyer from any person or entity(including any governmental authority)in connection with the execution, delivery and performance by Buyer of this Agreement and the consummation of the transactions contemplated hereby. Section IV.3 Legal Proceedings.There is no Litigation pending or,to the knowledge of Buyer,threatened against Buyer that questions the validity of this Agreement, or the right of Buyer to enter into this Agreement or to consummate the transactions contemplated hereby. Section IV.4 Brokers.No broker, finder or investment banker is entitled to any brokerage,finder's or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Buyer. ARTICLE V COVENANTS Section V.1 Public Announcements. Unless otherwise required by applicable law, neither party shall make any public announcements regarding this Agreement or the transactions contemplated hereby without the prior written consent of the other party which consent shall not be unreasonably withheld or delayed. Section V.2 Bulk Sales Laws.The parties hereby waive compliance with the provisions of any bulk sales,bulk transfer or similar laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to Buyer. Section V.3 Transfer Taxes.All transfer, documentary, sales,use, stamp,registration, value added and other such taxes and fees(including any penalties and interest)incurred in connection with this Agreement and the documents to be delivered hereunder shall be borne and paid by Seller when due. Seller shall,at its own expense,timely file any tax return or other document with respect to such taxes or fees (and Buyer shall cooperate with respect thereto as necessary). Section V.4 Further Assurances.Each of the parties hereto shall execute and deliver such additional documents,instruments,conveyances and assurances and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement and the documents to be delivered hereunder. Seller will take all actions reasonably requested by Buyer to ensure the orderly transition of the business • of Seller and to preserve and maintain Seller's business relationships. Section V.5 No Shop. (a) From and after the date hereof and until the earlier to occur of the Closing Date or the termination of this Agreement pursuant to Section 8.01, Seller will immediately cease any and all existing activities,discussions or negotiations commenced with any parties prior to the execution of this Agreement with respect to any Acquisition Proposal(as defined below). 8 (b) From and after the date hereof and until the earlier to occur of the Closing Date or the termination of this Agreement pursuant to Section 8.01,Seller will not, and will cause Seller's officers,directors,managers, employees, affiliates and investment bankers,attorneys or other advisors or agents retained by or acting on behalf of Seller (collectively, the"Seller Representatives"), as applicable,not to,engage in negotiations or discussions with,or furnish any information or data to any third party relating to any Acquisition Proposal. (c) For purposes of this Agreement,"Acquisition Proposal"means any bona fide offer,proposal or indication of interest,whether in writing or otherwise,made by a third party for a merger,acquisition,consolidation,reorganization,share exchange, tender offer,exchange offer or similar transaction involving Seller,or any proposal,offer or indication of interest to acquire in any manner,directly or indirectly;all or substantially all of the assets or outstanding equity of Seller. Section V.6 Conduct of the Business of Seller. Seller covenants and agree that,after the date hereof and prior to the Closing(unless Buyer will otherwise approve in advance in writing,and except as otherwise expressly contemplated or required by this Agreement): (a) Seller's businesses will be conducted only in the ordinary course consistent with past practice; (b) to the extent consistent with(a)above, Seller will use all commercially reasonable efforts to preserve Seller's business organization intact and maintain Seller's existing relations and goodwill with customers,suppliers, distributors, creditors,lessors, employees and business associates; and (c) in furtherance and not in limitation of the foregoing,Seller will not enter into,terminate or modify any of the Assigned Contracts or any contracts with any customers or Material Vendors. Section V.7 Notification of Certain Matters. (a) From and after the date hereof and until the earlier to occur of the Closing Date or the termination of this Agreement pursuant to Section 8.01, each party will give prompt notice to the other parties of(i)any claims,actions,proceedings or investigations commenced or,to its knowledge,threatened, involving or affecting the notifying party or any of its property or assets or that relate to the transactions contemplated herein, (ii)the occurrence,or failure to occur,of any event that would be likely to cause(with the passage of time or otherwise)any of the notifying party's representations or warranties. contained in this Agreement to be untrue or inaccurate in any material respect or(iii)any material failure of the notifying party to comply with or satisfy any covenant,condition or agreement to be complied with or satisfied by it hereunder. (b) From and after the date hereof and untilthe earlier to occur of the Closing Date or the termination of this Agreement pursuant to Section 8.01, Seller shall promptly deliver to Buyer a supplement to the Disclosure Schedules if Seller becomes aware of any matter heretofore existing or hereafter arising which, if existing,occurring or known at 9 the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedules or which is otherwise necessary to correct any information in the Disclosure Schedules which has been rendered inaccurate thereby. It is understood and acknowledged by the parties that no amendment or supplement to the Disclosure Schedules delivered to.Buyer shall be deemed to cure(i)any misrepresentation or breach of any representation or warranty made as of the date of this Agreement for purposes of the closing condition set forth in Section 6.02(a), (ii)any breach of any covenant or agreement for purposes of the closing condition set forth in Section 6.02(b), or(iii)any misrepresentation or breach of any representation,warranty, covenant or agreement for purposes of the indemnification provisions set forth in Article VII;provided,that, if the matters disclosed on any amendment or supplement to the Disclosure Schedules would entitle Buyer to terminate this Agreement pursuant to Section 8.01 and Buyer does not elect to do so,Buyer's indemnification rights under Article Vll will be Buyer's sole remedy with respect to such matters. ARTICLE VICONDITIONS TO CLOSING Section VI.1 Conditions to the Obligations of Buyer and Seller. The obligations of each party to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver,at or before the Closing,of each of the following conditions: (a) All notices,reports and other filings requiredto be made prior to the Closing by Seller or Buyer with, and all Permits required to be obtained prior to the Closing by Seller or Buyer from,any governmental entity, in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated herein,or as may be necessary for Buyer to properly conduct its business proposed to be conducted at 1666 Main Street, Brockton,Massachusetts,will have been made or obtained(as the case may be). (b) The transactions contemplated herein will not be precluded by any order or injunction of a court of competent jurisdiction(each party agreeing to use all commercially reasonable efforts to have any such order reversed or injunction lifted),and there will not have been any action taken or any statute,rule or regulation enacted, that makes consummation of the transactions contemplated herein illegal. Section VI.2 Conditions to the Obligations of the Buyer. Theobligations of the Buyer to effect the transactions contemplated herein are also subject to the satisfaction or waiver by the Buyer at or prior to the Closing of the following conditions: (a) The representations and warranties of Seller set forth in Article III will be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on and as of the Closing Date (other than any such representations and warranties that address matters only as of a specified date,which shall have been true and correct in all respects as of such date),provided that, (i)for purposes of this sentence only, those representations and warranties that are qualified by references to"material" will be deemed not to include such qualifications and(ii)the representations and 10 warranties set forth in Sections 101, 3.02, 3.03 and 3.09 shall be true and correct in all respects. (b) Seller will have complied with and performed all obligations required to be performed by it under this Agreement at or prior to the Closing. (c) Seller will have delivered the Closing deliverables listed in Section 2.02(a). (d) Buyer having secured all licenses and permits necessary for the Business including but not limited to lottery and tobacco. Buyer having secured a satisfactory lease for the Business. Section VI.3 Conditions to the Obligations of the Seller. The obligation of Seller to effect the Closing is also subject to the satisfaction or waiver by Seller at or prior to the Closing of the following conditions: (a) The representations and warranties of the Buyer set forth in Article IV will be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on and as of the Closing Date(other than any such representations and warranties that address matters only as of a specified date,which shall have been true and correct in all respects as of such date),provided that, for purposes of this sentence only,those representations and warranties that are qualified by references to "material"will be deemed not to include such qualifications. (b) The Buyer will have complied with and performed all obligations required to be performed by it under this Agreement at or prior to the Closing. (c) The Buyer will have delivered the Closing deliverables listed in Section 2.02(b). ARTICLE VII INDEMNIFICATION Section VII.1 Survival.All representations,warranties,covenants and agreements contained herein and all related rights to indemnification shall survive the Closing for ninety days. Section VII.2 indemnification By Seller . Seller shall jointly and severally defend, indemnify and hold harmless Buyer, its affiliates and their respective stockholders,directors, officers and employees from and against all claims,judgments,damages,liabilities, settlements, losses, costs and expenses, including attorneys' fees and disbursements, arising from or relating to: (a) any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement or any document to be delivered hereunder; 11 (b) any breach or non-fulfillment of any covenant,agreement or obligation to be performed by Seller pursuant to this Agreement or any document to be delivered hereunder; or (c) any Excluded Liability. Section VII.3 Indemnification.By Buyer.Buyer shall defend,indemnify and hold harmless Seller, its affiliates and their respective stockholders,directors,officers and employees from and against all claims,judgments,damages,liabilities,settlements,losses,costs and expenses, including attorneys'fees and disbursements,arising from or relating to: (a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or any document to be delivered hereunder; or (b) any breach or non-fulfillment of any covenant,agreement or obligation to be performed by Buyer pursuant to this Agreement or any document to be delivered hereunder, Section VH.4 Indemnification Procedures.Whenever any claim shall arise for indemnification hereunder,the party entitled to indemnification(the "Indemnified Party")shall promptly provide written notice of such claim to the other party(the"Indemnifying Party").In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Litigation by a person or entity who is not a party to this Agreement,the Indemnifying Party,at its sole cost and expense and upon written notice to the Indemnified Party,may assume the defense of any such Litigation with counsel reasonably satisfactory to the Indemnified Party.The Indemnified Party shall be entitled to participate in the defense of any such Litigation,with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Litigation,the Indemnified Party may,but shall not be obligated to,defend against such Litigation in such manner as it may deem appropriate,including,but not limited to,settling such Litigation,after giving notice of it to the Indemnifying Party,on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Litigationwithout the Indemnified Party's prior written consent(which consent shall not be unreasonably withheld or delayed). Section VII.5 Tax Treatment of Indemnification Payments.All indemnification payments made by Seller under this Agreement shall be treated by the parties as an adjustment to the Purchase Price for tax purposes,unless otherwise required by law. Section VII.6 Cumulative Remedies.The rights and remedies provided in this ARTICLE VII are cumulative and are in addition to and not in substitution for any other rights and remedies available at law or in equity or otherwise. ARTICLE VIII MISCELLANEOUS 12 Section VIII.1 Termination. This Agreement may be terminated and the transactions contemplated herein may be abandoned at any time prior to the Closing,whether before or after shareholder approval thereof: (a) by the mutual written consent of Buyer,Seller; (b) by either Buyer, Seller if any governmental entity will have issued an. order, decree or ruling or taken any other action(which order, decree,ruling or other action the parties hereto will use their respective commercially reasonable efforts to lift), in each case permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement or prohibiting Buyer to acquire or hold or exercise rights of ownership of the Purchased Assets, and such order,decree,ruling or other action will have become final and non-appealable; (c) by,Seller if any representation or warranty of Buyer set forth in this Agreement will be untrue in any material respect when made,or upon a breach in any material respect of any covenant or agreement on the part of Buyer set forth in this Agreement,in each case where such misrepresentation or breach would result in a failure to satisfy any of the conditions set forth in Article VI,provided,that, if any such breach is curable by Buyer within twenty(20)business days after written notice of such breach is given by Seller, Seller must give such notice and may not terminate this Agreement under this Section 8.01(c)until such twenty(20)business day period has lapsed with such breach remaining:uncured; (d) by Buyer if any representation or warranty of Seller set forth in this Agreement will be untrue in any material respect when made or upon a breach in any material respect of any covenant or agreement on the part of Seller set forth in this Agreement,in each case where such misrepresentation or breach would result in a failure to satisfy any of the conditions set forth in Article VI,provided,that,if any such breach is curable by Seller within twenty(20)business days after written notice of such breach is given by Buyer,Buyer must give such notice and may not text.iinate this Agreement under this Section 8.01(d)until such twenty(20)business day period has lapsed with such breach remaining uncured;or (e) by either Buyer,Seller in the event the Closing will not have occurred on or prior to ,provided that such date may be extended by mutual written agreement of Buyer,Seller,and provided further that a party may not terminate this Agreement under:this Section 8.01(e)if the failure of the Closing to have occurred on or prior to isthe result of such party's failure to perform a covenant or agreement of such party set forth in this Agreement. Section VIII.2 Expenses.All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses. Section VII1.3 Notices.All notices,requests,consents,claims,demands,waivers and other communications hereunder shall be in writing and shall be deemed to have been given(a) 13 when delivered by hand(with written confirmation of receipt); (b)when received by the addressee if sent by a nationally recognized overnight courier(receipt requested); (c) on the date sent by e-mail of a PDF document(with confirmation of transmission and receipt by recipient)if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or(d)on the third day after the date mailed,by certified or registered mail, return receipt requested,postage prepaid. Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 8.03): If to Seller: 53 Deer Ridge Road Mashpee,MA 02649 E-mail: Villageminitmart135@gmail.com Attention:Punam Gautam with a copy to: Clark Balboni &Gildea 1037 Pleasant Street Bridgewater,MA 02324 E-mail: Edward.gildea @fisherbroyles.com Attention: Edward Gildea If to Buyer: Ravi Patel Facsimile: [FAX NUMBER] E-mail: [E-MAIL ADDRESS] Attention: with a copy to (which shall not Vieira DiGianfilippo Ltd constitute notice): 480 Turnpike Street176 Federal Street Easton,MA 02375 Facsimile: (508)238 2309 E-mail: MPorter@Clozers.com Attention: Mathew Porter, Esq, Section VIH.4 Headings.The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement. 14 Section VAIs Severability.If any term or provision of this Agreement is invalid,illegal or unenforceable in any jurisdiction, such invalidity,illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Section.VIII.6 Entire Agreement.This Agreement and the documents to be delivered hereunder constitute the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersede all prior and contemporaneous understandings and agreements, both written and oral,with respect to such subject matter. In the event of any inconsistency between the statements in the body of this Agreement and the documents to be delivered hereunder,the Exhibits and Disclosure Schedules (other than an exception expressly set forth as such in the Disclosure Schedules), the statements in the body of this Agreement will control. Section VIII.7 Successors and Assigns.This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither party may assign its rights or obligations hereunder without the prior written consent of the other party,which consent shall not be unreasonably withheld or delayed. No assignment shall relieve the assigning party of any of its obligations hereunder. Section VIII.8 No Third-party Beneficiaries. Except as provided in ARTICLE VII,this Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right,benefit or remedy of any nature whatsoever under or by reason of this Agreement. Section VIII.9 Amendment and Modification.This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto. Section VIII.10 Waiver. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure,breach or default not expressly identified by such written waiver,whether of a similar or different character, and whether occurring before or after that waiver.No failure to exercise,or delay in exercising, any right,remedy,power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right,remedy,power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy,power or privilege. Section VIII.11 Governing Law.This Agreement shall be governed by and construed in accordance with the internal laws of the Commonwealth of Massachusetts without giving effect to any choice or conflict of law provision or rule(whether of the Commonwealth of Massachusetts or any other jurisdiction). Section VIII.12 Submission to Jurisdiction.Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in the federal courts of the United States of America or the courts of the Commonwealth 15 of Massachusetts in each case located in the city of Brockton and county of Plymouth, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Section VIII.13 Waiver of Jury Trial Each party acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby. Section VIII.14 Specific Performance.The parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof,in addition to any other remedy to which they are entitled at law or in equity. Section VIII.15 Counterparts.This Agreement may be executed in counterparts, each of which shall be deemed an original,but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement. [SIGNATURE PAGE FOLLOWS] 16 IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized. Shree Ganesh Store Inc, By Name: Punarn Guatam Title:President Ravi Patel By /_ Name: Ra`iP;tel Title: Pre''de t 17 n .. issues and,therefore,each such party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby. . Section V IL14 Specific Performance.The parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof :r and that the parties shall be entitled to specific performance of the terms hereof,in addition to any other remedy to which they are entitled at law or in equity. Section'VL15 Counterparts.ThisAgreement may be executed in counterparts,each of ?. II which shall be deemed an original,but all of which together shall be deemed to be one and the same agreement.A.ogned copy of this Agreement delivered by facsimile,a-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an anginal signed copy of this Agreement at [SIGNATURE PAGE FOLLOWS] IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized. Shree Ganesh Store Inc ] By P(/''k("""'-'-'--"— Y Name;Punam Gmatam Title:President • Ravi pate" . By Namr:R$vi.B.Patel Title:President #3 ' - - K { `moi �... . - 'k4 `a'�'*'1wL4d`S' • a .. .4 . . - :3u..anaJ. BILL OF SALE THIS BILL OF SALE, dated as of January 26, 2021 is made by Shree Ganesh Stores Inc., a Massachusetts corporation (the "Seller") in favor of SDR Food Mart Inc., a Massachuswetts corporation(the`Buyer")and is given pursuant to that Asset Purchase Agreement between Buyer, Seller dated as of August 31, 2020, as amended by the Amendment Agreement dated(November 30,2020) (the"Asset Purchase Agreement"). Capitalized terms used in this Bill of Sale and not otherwise defined herein shall have the meanings ascribed to such terms in the Asset Purchase Agreement. NOW,THEREFORE,in consideration of Buyer's payment of the Purchase Price and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller hereby irrevocably assigns, sells, transfers, conveys and delivers to Buyer, its successors and assigns, and Buyer hereby accepts from Seller,all of Seller's right,title and interest in,to and under all of the Assets. The conveyance of the Assets pursuant to this Bill of Sale is subject to the provisions and limitations set forth in the Asset Purchase Agreement and accordingly,no provision of this Bill of Sale shall in any way modify, replace, amend, change, rescind or waive the express provisions (including the warranties,covenants,agreements,conditions,representations or any of the obligations and indemnifications, and the limitations related thereto, of Seller or of Buyer) set forth in the Asset Purchase Agreement. At any time and from time to time after the date hereof, at Buyer's request and without further consideration, Seller shall execute and deliver to Buyer such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions as Buyer may reasonably deem necessary or desirable in order to more effectively transfer, convey and assign to Buyer, and to confirm Buyer's title to, all of the Assets, and,to the full extent permitted by law,to put Buyer in actual possession and operating control of the Assets and to assist Buyer in exercising all rights with respect thereto. No person other than Seller or Buyer,or their respective successors and assigns,shall have any rights under this Bill of Sale or the provisions contained herein. This Bill of Sale shall be governed by and construed in accordance with the laws of the State of New Hampshire, without regard to the conflict of law principles of any jurisdiction. [Signature page follow] Bill of Sale Yarmouth MiniMart By: Name: Its: President [Signature Page to Bill of Sale] Bill of Sale Yarmouth MiniMart • s r.,,, v)s z tri ° ,- 1.,' � '4. ,� • ?a ComE o- ## g € a I y: ,; _ yet 4 WHEREAS,the board of directors of this corporation deems it to be in the best interests of the corporation and its stockholders to enter into that certain Asset Purchase Agreement by and between this corporation as Seller and SDR Food Mart Inc as Buyer substantially in the form attached hereto(the "Asset Purchase Agreement"),pursuant to which the corporation will sell, convey and transfer all or substantially all of its assets(the "Asset Sale")to Buyer. NOW THEREFORE LET IT BE: RESOLVED, that the form,terms and provisions of the Asset Purchase Agreement, including all exhibits and schedules attached thereto,be, and hereby are, approved; RESOLVED,that any officer of the corporation(each such person, an"Authorized Officer")be, and each of them hereby is, authorized and empowered to execute and deliver the Asset Purchase Agreement,including all exhibits and schedules attached thereto, in the name and on behalf of the corporation with such additions, deletions or changes therein(including, without limitation, any additions, deletions or changes to any schedules or exhibits thereto)as the Authorized Officer executing the same shall approve (the execution and delivery thereof by any such Authorized Officer to be conclusive evidence of his or her approval of any such additions, deletions or changes); RESOLVED,that the corporation be, and hereby is, authorized and empowered to perform all of its obligations under the Asset Purchase Agreement, including but not limited to, the Asset Sale; RESOLVED,that the board of directors hereby recommends that the stockholders approve the Asset Sale and the execution and consummation of the agreements and transactions contemplated by the Asset Sale and the Asset Purchase Agreement; RESOLVED,that each of the Authorized Officers be, and each of them hereby is, authorized and empowered to take all such further action and to execute and deliver all such further agreements, certificates, instruments and documents,in the name and on behalf of the corporation, and if requested or required,under its corporate seal duly attested by the Secretary or Assistant Secretary;to pay or cause to be paid all expenses;to take all such other actions as they or any one of them shall deem necessary, desirable, advisable or appropriate to consummate, effectuate, carry out or further the transactions contemplated by and the intent and purposes of the foregoing resolutions; RESOLVED,that in connection with the transactions contemplated in the preceding resolutions,the Secretary or the Assistant Secretary of the corporation be, and hereby is, authorized in the name and on behalf of the corporation,to certify any more formal or detailed resolutions as such officer may deem necessary, desirable, advisable or appropriate to consummate, effectuate, carry out or further the transactions contemplated by and the intent and purposes of the foregoing resolutions;and that thereupon, such resolutions shall be deemed adopted as and for the resolutions of the board of directors as if set forth at length herein; and RESOLVED,that the omission from these resolutions of any agreement or other arrangement contemplated by any of the agreements or instruments described in the foregoing resolutions or any action to be taken in accordance with any requirements of any of the agreements or instruments described in the foregoing resolutions shall in no manner derogate from the authority of the Authorized Officers to take all actions necessary, desirable, advisable or