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Jared Ribley, CEPA®

Managing Partner 

Capstone Mergers and Acquisitions

CMA105 NDA

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The undersigned prospective purchaser(s) (the “Buyer”) hereby understand that they will be receiving confidential information from this time forward from Capstone M&A regarding business represented by Capstone M&A. Buyer hereby acknowledges that in exchange for Capstone M&A first providing such information to the Buyer, the Buyer agrees:

Buyer will not divulge information to others except to obtain legal, accounting, or tax advice and in such cases, Buyer will inform his/her advisor of this Agreement.

All information provided to the Buyer is considered confidential and will be used solely to evaluate the business opportunity.

 

Buyer understands that Capstone M&A does not provide legal, accounting or tax advice.

Buyer will direct all inquiries about any opportunity listed with Capstone M&A through the Buyer’s broker at Capstone M&A and will not contact the Seller or the Seller’s employees, affiliates, customers, suppliers, lenders, or landlords directly. All inquiries will be made through Capstone M&A.

Buyer agrees that he/she will make an independent verification of all information provided by Capstone M&A and that Capstone M&A is not responsible for the accuracy of any information provided. Buyer acknowledges that all information and materials provided by Capstone M&A were provided to Capstone M&A by the Seller. While Capstone M&A believes the information to be true and accurate, Capstone M&A cannot guarantee the accuracy or completeness of the information. Additionally, all information provided by Capstone M&A shall be considered opinion whether or not identified as such. Capstone M&A makes no representation or warranties, implied or express, regarding any information or materials provided to the Buyer. Buyer agrees to indemnify Capstone M&A and hold Capstone M&A harmless for any claims, suits, or damages resulting for the information provided and its use.

Buyer acknowledges that Capstone M&A is acting as agent of the Seller and all fees due to Capstone M&A will

be paid by the Seller at closing.

Buyer agrees that the damages from any breach of this Agreement can result in the full commission owed by the Seller outlined in the exclusive engagement agreement. Buyer further agrees that any controversy or claims arising out of or related to this Agreement, or breach thereof, shall be first sent to mediation in the St. Louis metropolitan area to a mediator that the parties mutually agreed upon. Shall mediation not be able to resolve this matter, the Buyer agrees that the matter will be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and any judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The Buyer agrees that such arbitration will be held in St. Louis County, Missouri.

 

Buyer understands that any review of business listings can require proof of funds prior to release of any detailed information about the business opportunity.

Seller requires confirmation of a minimum amount of funds necessary to purchase prior to disclosing confidential information about the business opportunity. IF BUYER DOES NOT MEET THESE QUALIFICATIONS, OR REFUSES TO DISCLOSE AVAILABLE FUNDS, CAPSTONE M&A CANNOT DISCLOSE THE IDENTITY OF THE BUSINESS OR PROVIDE ANY FURTHER INFORMATION.

Buyer has the following funds available for a business purchase and complete control of such funds

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