Contract for sale of business in exchange for stock of the purchaser

_________, called vendors have been carrying on the business of _________ at _________, under the name of _________, and are the owners of the property described; and

The directors of _________ Company have decided that the property described below is of the fair value of $_____, and that the purchase by _________ Company, called company is advisable to enable it to carry out its objects as set forth in its articles of incorporation;

Therefore, this agreement provides that:

1. Vendors have sold and company has purchased: the goodwill of the above business; the lease of the premises where it is carried on; all moneys, bills, notes, negotiable instruments, and securities for money, book and other debts and choses in action of the business or of vendors in its connection; all contracts to which the vendors are entitled in relation to the business; all books of account, papers and documents relating to the business; and all merchandise, stock in trade, materials, supplies, machinery, tools, designs, patterns, patents, fixtures, office furniture and all other property and effects of every nature and description owned and used by vendors in relation to the business.

2. In consideration for the sale, company agrees (a) to issue to vendors _________ shares of full paid _________ stock of company, and (b) to discharge all lawful debts and liabilities of vendors in relation to the business and to indemnify vendors and their heirs, executors and administrators against all actions, claims and demands in respect to the sale.

3. [Covenants of title and of further assurance as in §§8.1322–8.1328].

4. The sale shall take effect on the _________ day of _________, _________[year], at which time possession of the tangible property mentioned above shall be delivered to company, and certificates of stock shall be delivered as provided.

In witness, etc.