McRae Industries Inc Sample Contracts

EXHIBIT 2
Asset Purchase Agreement • December 11th, 2001 • McRae Industries Inc • Computer peripheral equipment, nec • North Carolina
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RECITALS
Security Agreement • November 1st, 1996 • McRae Industries Inc • Computer peripheral equipment, nec • Tennessee
01386-001 1997 Government Contract AWARD/CONTRACT
Government Contract • October 31st, 1997 • McRae Industries Inc • Computer peripheral equipment, nec
Split Dollar Insurance Arrangement
Split Dollar Insurance Arrangement • November 1st, 2002 • McRae Industries Inc • Computer peripheral equipment, nec • North Carolina

As part of the compensation paid to the Company’s former President, Branson J. McRae, the Company entered into a split dollar insurance arrangement with Mr. McRae pursuant to which the Company agreed to pay the annual premiums on several life insurance policies, with a total face amount of $5 million, covering the lives of Mr. McRae and his wife, Mrs. Lorraine H. McRae. Under the terms of this arrangement, Mr. McRae was entitled to name the owners of the policies and upon the death of both of Mr. and Mrs. McRae the Company is entitled to a portion of the death benefits payable under the policies not to exceed the greater of (i) the cash surrender value of the policies and (2) the cumulative premiums paid by the Company on the policies. Mr. McRae died in February 1997. Mrs. McRae is currently 80 years old. Mr. and Mrs. McRae’s four children, including D. Gary McRae and James W. McRae, each of whom is a director and executive officer of the Company, were named the initial owners and bene

MEMORANDUM OF UNDERSTANDING
Memorandum of Understanding • June 29th, 2005 • McRae Industries Inc • Footwear, (no rubber)

This Memorandum of Understanding (this “Agreement”) is entered into as of this 28th day of June, 2005, by and between McRae Industries, Inc., a Delaware corporation (“Buyer”) and Texas Boot, Inc., a Delaware corporation (“Seller”). All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement (as defined below).

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • June 29th, 2005 • McRae Industries Inc • Footwear, (no rubber) • Tennessee

This Asset Purchase Agreement (this “Agreement”) is made and entered into as of May ___, 2005 by McRae Industries, Inc., a Delaware corporation (“Buyer”), and Texas Boot, Inc., a Delaware corporation (“Seller”).

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