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STtPPO~ L~voe. Nl,.. ' '6 'i a :2. - n ").0

AGREEMENT

Agreement made this 26th day of January, 1984, by Stippo's Inc.,

of Boston, County of Suffolk, Commonwealth of Massachusetts, hereinafter

called the Sellers, and Kevin J. Weeks, of said Bosto~, hereinafter

called the Purchasers.

WITNESSETH:

,, Whereas the Sellers are the owners and holders of all of the out-

standing capital stock of Stippo's Inc., a Massachusetts corporation

with a usual place of business in Boston, Countj of Suffolk, Common-\

weath of Massachusetts; and

Whereas the Sellers.are desirous of selling all of their capital

stock of said corporation to the Purchasers; and

Whereas the Purchasers desire to acquire all of the outstanding

capital stock of said Stippo's Inc.

Now Therefore, in consideration-of the mutual covenants herein

contained, the parties hereto agree as follows:

1. The Sellers hereby agree to sell and transfer to the Purchasers

shares of the common capital

stock of Stippo's Inc., (hereinafter called Corporation). The Purchaser agrees that he or his nominee will purchase such shares in accordance

with the terms and provisions of this agreement. The Sellers jointly warrant th~t at the closing date said shares will comprise all of the

issued and outstanding capital stock of Corporation.

2. The Sellers agree that on the closing date they will deliver

to the Purchasers the certificates for the shares referred to in Paragraph

1 hereof, duly endorsed in blank, and that at said time the shares will

be transferred free and clear of any and all liens, charges, trusts, and

incumbrances; that the respective transferors thereof will have good right

to sell such shares and will warrant and defend the Purchaser's right and

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title to said shares against the claims and demands of any and all

persons whomsoever.

3. The Sellers represent, warrant and agree as follows: ,M. (a} That Corporation has been duly incorporated and is now validly

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existing under the laws of the Commonwealth of Massachusetts, that the

Sellers are tlie holders of all the issued and outstanding shares of

rcapital stock of said corporation in the amounts and proportions set

forth in Exhibit "A" hereto attached and made_ a part of this agreement,

and that all of said shares are now validly iss~ed and outstanding, fully

paid and non-assessable; and that there are not now, and will not at the

closing be, any agreements or options for the issuance of additional

stock.

(b) Between the date of this agreement and the closing date there will not be any issue of any additional shares of stock or other securities

of Corporation, or any distribution or authorization of distribution by

Corporation to its stockholders of any of its assets by way of dividend,

purchase of stock, or otherwise.

(c) That they will not prior to the closing, sell, assign, pledge or otherwise dispose of or incumber the shares of stock hereby agreed to

be sold.

(d) That Corporation has duly paid any and all corporation taxes, excises, duties or charges levied, assessed and imposed against it, and

that all income taxes, unemployment, social security, excises, and all

other taxes imposed upon the Corporation by the United State of America .

or any State or governmental subdivision thereof (including withholding

taxes), due and payable_as of the passing of papers, will be duly paid,

and that all returns and reports, including income tax returns required

by any law or regulation to be rendered up to the date of closing, have

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been or, prior to the closing date, will be duly filed by the Corporation.

(e) That Corporation is and at the date of closing will be the lessee of the property at 295 .Old Colony Avenue, South Boston, Suffolk

County, Massachusetts, and pursuant ~hereto is the holder of an exclusive

option to purchase said property. t

(f) That on the closing date there will not be outstanding and in I'

force and effect any contracts or leases other than (I) the lease

referred to in Paragraph 3(e) above and various agreements on a month-

to-month basis for rendition of services and purchasing supplies and

materials incidental to a retail liquor store, and (2) the balance due

on a accounts payable, said balance being p~esently approximately

'/()1, Pt1C I DO It is recognized that it may become necessary or desirable for contracts, leases or commitments to be made

between the execution of this agreement and the closing hereunder.

The Purchasers shall designate their duly authorized agent who shall

promptly, when requested to do so, approve or disapprove in writting of

such contracts, leases or commitments, and the Purchasers agree that

approval thereof will not be unreasonably withheld or delayed.. The

Purchasers covenant and agree to perform and discharge all of said

obligations, contracts and commitments of the corporation in so far as

the same relate to matters to be done after the closing.

(g) ~hat all wages, overtime, vacations, or additional payments

required to be made to employees of Corporation will have been made

except (1) those wages for the week in which the closing date falls,

and (2) vacation time accrued since January 1, 1984.

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(h) That fire and other insurance will be maintained as at present

until the closing, and that in the event of any loss, the proceeds of

such insurance payable to Corporation will, to the extent that the proceeds ... have not been applied toward restoration prior to the closing, be available

to the Purchasers for restoration of the destroyed property.

(i) r That all tangible personal property presently on the premises

rof Corporation and used in the operation of the business of Corporation

belong to Corporation except the following:

and that the aforesaid described personal property is the property of

the Sellers and shall be removed by them on or before the closing date.

(j) That there is at the date of the execution of this agreement

(1) no litigation, or (2) no claims in excess of One hundred dollars

($100.00) known to the Sellers to be pending against Corporation.

4. The amount of the purchase price to be paid by the Purchaser

for said shares of stock shall be Twenty Five Thousand Dollars ($25,000.00) to be paid as follows:

(a) $5,000.00 deposit paid this 9ay (b) $20,000.00 promissory note to Seller payable

in or within /() years, at a rate of interest of /3 % per annum. payable in f'v1_tN Jl-/L j installments ~ $z'l~' 3 of

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5. It is understood and- agreed that the Sellers shall prepare

all required tax returns for Corporation which have not been filed prior

to the closing date.

6. The Purchasers represent and warrant that no corporation or

person is entitled to a commission in connection with the sale herein

contemplated dh account of any act on their part.

1' 7. ~his agreement is expressly contingent upon the exercise of the

option to purchase the real estate at 225 Old Colony Avenue, South Boston,

Suffolk County, Massachusetts; said option to be under the following terms .

and conditions purchase price $55,000.00, cash at closing $27,000.00, and the balance of $28,000.00 to be paid to Abigale Burns (the current owner

of the property) by promissory note at a rate of interest of thirteen (13%) with payments amortized over thirty (30) years, payabl~ in equal monthly

installments; said note being due and payable in five (5) years from the

date of closing.

8. The closing of this transaction shall take place at the office

-of Rull & McKenney, 580 East Broadway, South Boston, Massachusetts, at

10:00 A.M. on and such closing shall be

conducted with due diligence and dispatch until it has been concluded.

9. The Sellers shall continue to operate the business heretofore

conducted by Corporation in Boston,Massachusetts, during the period

between t~ date of the execution of this agreement and the closing date,

and all business transacted during said period shall be for the benefit

of the Sellers.

10. This agreement shall merge all prior undertakings, under-.

standings and agreements between the parties hereto, and shall constitute

the entire contract between them. All negotiations, representations, and

oral agreements acceptable to both parties have been included herein.

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. ,. . This agreement shall inure to the benefit of and shall be binding upon

the parties hereto and their respective heirs, executors, administrators,

successors and assigns. .

Executed by the parties hereto on the day and year first above

written.

WITNESSES: Stippo's Inc. I'

. tevin J .JWeeks

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