Purchaser

Purchaser Entity Name (insert full legal name):

Purchaser Entity State of Incorporation or Organization:

Purchaser Entity tax status:

(i.e. partnership, s corp, c corp; leave blank if unsure)

Purchaser Authorized Representative Name:

Purchaser Authorized Representative Title:

Seller

Seller Entity Name (insert full legal name):

Seller Entity State of Incorporation or Organization:

Seller Entity tax status:

(i.e. partnership, s corp, c corp; leave blank if unsure)

Have the parties entered an NDA?

Yes

If yes, please enter the date of the Agreement:

No

Is this an equity or asset Purchase?

If purchasing equity, please list the percentage of Equity:

If purchasing assets, are you purchasing substantially all assets?

If not, please provide short description of the assets, including contract title if applicable, or name of business division:

Which state (jurisdiction) will govern this agreement?

What is the Purchase Price?

How much cash will be received at Closing?

Will there be an Earnout?

Yes

Please provide description of amount and any requisite milestones.

No

Will there be Seller Financing?

Yes

Please list amount or percentage of Purchase Price.

No

Will there be a Purchase Price Adjustment?

Yes

Please list amount or percentage of Purchase Price.

No

Will there be an Indemnification Escrow?

Yes

Please list amount or percentage of Purchase Price.

No

Will there be rollover equity?

Yes

If yes, please list percentage of Purchase Price.

No

Will there be exclusivity?

Yes

If yes, please provide time period proposed.

No

Will offers be given to key employees?

Yes

If yes, please list names of key employees and relevant details regarding bonuses.

No

Will Transition Services Be Provided?

Yes

If yes, please provide description of services, term, and rate.

No

THANK YOU