Business acquisition agreement

BUSINESS ACQUISITION AGREEMENT

This agreement (“Agreement) is made this 22/04/2017, by and between Delft belting company leaded by the legal represent Van Merdeen unique owner of the company, hereinafter known as “Seller,” and Mega industries, hereinafter known as “Buyer,” for the purchase of Delft belting company, hereinafter known as the “Business”

Buyer and Seller both agree to the following provisions as conditions for the sale of the Business:

1. Conditions precedent

M. Meerden has to confirm the following point to sign and confirm the contract:

• Make the financial statement audited by the agreed accountant mandated by Mega industries.
• Total legal disconnection with the Hidden liabilities and fiscal risk.
• Total legal disconnection with previous litigation.
• M. Meerden have to give us the local council confirmation for the new factory (environmental condition )
• Get the clean land certificate.
• Get the planning permission for the new factory.
• To confirm the respect of the legal law about unions and worker representative and work council.
• Have the work council agreement of the acquisition of delft building company
• Total legal disconnection with the previous collapsed company: VAN MERDEN belting.
• The client portfolio transfer and transmission of the confirmed backlog.
• Non competitiveness.

Mega industry will respect the following point.

• Keep all the current worker in the new factory.
• Building accommodation and leisure’s for the community, in the limit of 5M in the three coming years, the chosen project will be proposed by the community.
• Insure the employment of Mister Oosterhouse as sales manager for minimum 3 years.
• Insure the employment of Mister Witt as factory manager for a minimum of 3 years

1.  Deal condition

• Cash transfer of                                                             M£
• Signing bonus for all employees of                    £
• Bonus of                        £ to VAN Meerden for three years upon 20% growth per year for three years.

1. Purchase Price

The total purchase price of Delft building company is        M £, which will be paid in the following manner:

Buyer is purchasing a 100% of the company (you find the enclosed the audited balance sheet)

1.  Competition

Van Meerden and Oosterhouse agrees that for a period of 5 years ,  they will not engage in any activities related, directly or indirectly, to the Business, and will not attempt to solicit business or services from any customers, clients, etc. who originally were such during the Seller’s ownership of the Business. This non-compete clause applies to Europe.

...