WHEELER LANDING, INC.
1. PURCHASE PRICE The undersigned Buyer hereby agrees to purchase dock share number (s) _______________________________________________ of stock in WHEELER LANDING, INC., a Michigan non-profit corporation, and to purchase such stock and to pay the Seller, in cash, the amount of:
Purchase Price: $__________________________
Less: Deposit Paid Today $__________________________
Amount Due at Closing: $__________________________
It is further agreed as follows:
2. ASSIGNMENT OF STOCK CERTIFICATE The certificates for such shares shall be retained and held as collateral security for the payment of the amount due until payment is made in full at closing, and in the event of my failure to make payment aforesaid within 30 days of this agreement the entire deposit shall be forfeited.
3. DEFAULT In case of default in payment due under this purchase agreement, the Seller shall have the following cumulative non-exclusive rights and duties entitling the Seller to a full and single recovery of the amount due and / or its damages:
(a) The Seller may collect the amount due in the same manner as any other debt owing to it;
(b) The Seller may sell the shares in any reasonable manner at any time before full satisfaction of the claim, and proceed for the deficiency, if any;
(c) The Seller may retain the deposit and terminate the transaction, or may recover damages for breach of contract.
4. INDEMNIFICATION The Buyer agrees that the Seller, American Real Estate & Leasing Group LLC
(the Broker), including their agents and representatives have made no guarantees or warranties, expressed or implied, and understands that there are no warranties implied or expressed; and Buyer hereby agrees to indemnify and hold harmless the Seller, and the Broker, their agents and representatives and the aforementioned shall have no liability whatsoever as to any claim or losses which Buyer or their successors or assigns may incur, which may now or hereafter exist, with respect to said stock offering thereof, and Buyer shall defend Seller, et al, from any claims of any nature whatsoever that may arise out of the performance of this agreement or any related documents.
MEMBERSHIP DUES
are due and payable May 1 for each boating season. Membership Dues for the 2010 boating season
shall be prorated to the date of closing.
5.
CLOSING AND SETTLEMENT shall take place
at the offices of American Real Estate & Leasing Group,
6. DEPOSITS All deposits shall be held in the trust account of the Broker and shall be applied to the
purchase
price at closing as indicated above.
7. POSSESSION
shall take place at closing.
8. RESIDENCY AND SECURITIES REGISTRATION The undersigned Buyer hereby represents and
certifies that he / she is a bona fide resident of the State
of
securities hereby purchased will be issued, without registration, under exemptions in the State’s securities
law; that he / she is purchasing the securities hereby purchased for his / her personal use or for investment
only, and the Seller relies upon such representations in selling such securities without registration.
9. TERMS AND CONDITIONS The terms and conditions as set forth herein shall survive the closing.
10. OFFERING CIRCULAR The undersigned is a stock owner or renter of a slip in Wheeler Landing or is
otherwise acquainted with the operation of the Wheeler Landing Marina and has been provided an Offering
Circular or otherwise has had an opportunity to review it.
12. OTHER CONDITIONS :
______________________________________________________________________________________
______________________________________________________________________________________
By the execution of this instrument, the Buyer affirms acceptance of this Stock Purchase Agreement and acknowledges the receipt of a copy thereof.
BUYERS: Date:
__________________________________ _____________________________________
___________________________________ ______________________________________
SELLER: The Henze Group, LLC
BY: _________________________________ Date: _________________________________
,
member
American Real Estate & Leasing Group, LLC
by: _________________________________ Date: __________________________________
Robert M.
Jennings, associate
broker