STOCK PURCHASE AGREEMENT

THIS AGREEMENT is dated as of July 14, 2005, by and among HEARTLAND, INC. ("Buyer"), a Maryland corporation; XXXXXX XXXXXXXXX ("Xxxxxxxxx") an individual; and XXXXXXXXX’X EQUIPMENT, INC. ("Xxxxxxxxx Equipment"), a Minnesota corporation.

WHEREAS, Xxxxxxxxx ("Seller") owns all of the outstanding capital stock of Xxxxxxxxx Equipment (the "Stock"), which is engaged in the business of selling agricultural equipment and related products; and

WHEREAS, Seller wants to sell and Buyer wants to buy all of the Stock upon the terms and subject to the conditions set forth in this Agreement; and

WHEREAS, the parties to this Agreement desire to make certain representations, warranties and agreements in connection with such sale and also to prescribe various conditions to such sale;

NOW, THEREFORE, in consideration of the premises and the representations, warranties and agreements contained in this Agreement, the parties to this Agreement agree as follows:

ARTICLE 1.

DEFINITIONS

1.1) Specific Definitions. As used in this Agreement, the following terms will have the meanings set forth or as referenced below:

"Affiliate" of any person means any other person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the first person. Control will mean owning 50 percent or more of the total voting power of the entity.

"Agreement" means this Agreement and all Exhibits and Schedules to this Agreement.

"Building Purchase Agreement" means as defined in Section 6.7.

"Businesses" means the agricultural equipment businesses conducted by Xxxxxxxxx Equipment from time to time.

"Buyer's Deductible" means as defined in Section 10.3.

"Buyer's Indemnifiable Losses" mean as defined in Section 10.1.

"Closing" and "Closing Date" mean as defined in Section 8.1.

"Closing Date Interest" means as defined in Section 2.2.

"Code" means the Internal Revenue Code of 1986, as amended.

"Confidentiality Agreement" means as defined in Section 5.4.

"Consideration Ratio" means as defined in Section 3.5.

"Employee Plans" means any health care plan or arrangement; life insurance or other death benefit plan; deferred compensation or other pension or retirement plan; stock option, bonus or other incentive plan; severance or early retirement plan; or other fringe or employee benefit plan or arrangement; or any employment or consulting contract or executive compensation agreement; whether the same are written or otherwise, formal or informal, voluntary or required by law or by Xxxxxxxxx Equipment's policies or practices, including, without limitation, any "pension plan" as defined in Section 3(2) of ERISA that is not a Multiemployer Plan, and any "welfare plan" as defined in Section 3(1) of ERISA (whether or not any of the foregoing is funded), (i) to which Xxxxxxxxx Equipment is a party or by which Xxxxxxxxx Equipment is bound; (ii) that Xxxxxxxxx Equipment has at any time established or maintained for the benefit of or relating to present or former employees, leased employees, consultants, agents, and/or their dependents, or directors of Xxxxxxxxx Equipment; or (iii) with respect to which Xxxxxxxxx Equipment has made any payments or contributions.

"Environmental Laws or Regulations" means any one or more of the following: the Comprehensive Environmental Response, Compensation and Liability Act, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. §9601 et seq.; the Resource Conservation and Xxxxxxxx Xxx, 00 X.X.X. §0000 et seg.; the Hazardous Materials Transportation Act, 49 U.S.C. § 1802 et seg.; the Toxic Substances Xxxxxxx Xxx, 00 X.X.X. §0000 et seg.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Clean Xxxxx Xxx, 00 X.X.X. §0000 et seg.; the Clean Air Act, 42 U.S.C. §7401 et seg.; the Minnesota Environmental Response and Liability Act, Minn. Stat. Chap. 11513; the Minnesota Petroleum Tank Release Cleanup Act, Minn. Stat. Chap. 115C; any other federal, state, county, municipal, local or other statute, law, ordinance or regulation that may relate to pesticides, agricultural or industrial chemicals, wastes, Hazardous Substances (as defined in this Agreement), human health or the environment; all regulations promulgated by a regulatory body pursuant to any of the foregoing statutes, laws, regulations, or ordinances and all as may from time to time be amended or subsequently enacted.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended.

"Hazardous Substance" means asbestos, urea formaldehyde. polychlorinated biphenyls, nuclear fuel or materials, chemical waste. radioactive materials, explosives, known carcinogens, petroleum products, pesticides, fertilizers, or any other substance that is toxic or hazardous, or that is a pollutant, contaminant, chemical, material or substance defined as hazardous or as a pollutant or contaminant in, or the use, transportation, storage, release or disposal of which is regulated by, any Environmental Laws or Regulations.

"Intellectual Property" means letters patent and patent applications; trade names; trademarks, service marks and registrations thereof and applications therefor; copyrights and copyright registrations and applications; and/or discoveries, ideas, technology, know-how, trade secrets, processes, formulas, drawings and designs, computer programs or software; and all amendments, modifications, and improvements to any of the foregoing.

"Inventories" means parts and equipment held for sale.

"IRS" means the United States Internal Revenue Service.

"Liens" means liens, mortgages, charges, security interests, claims, voting trusts, pledges, encumbrances, options, assessments, restrictions, or third party or spousal interests of any nature.

"Xxxxxxxxx Equipment Options" means all outstanding options or other rights to purchase shares of Stock or other securities of Xxxxxxxxx Equipment held by any person.

"Multiemployer Plan" means as defined in Section 3(37) of ERISA.

“Xxxxxxxxx Employment Agreement” means as defined in Section 6.9.

"Product Liability" means any liability, claim or expense (including attorneys' fees) arising in whole or in part out of a breach of any product warranty (whether express or implied), strict liability in tort, negligent manufacture of product, negligent provision of services, product recall, or any other liability arising from the manufacturing, packaging, labeling (including instructions for use), or sale of products.

"Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated under the Securities Act.

"Seller's Deductible" means as defined in Section 10.3.

"Seller’s Indemnifiable Losses" mean as defined in Section 10.2.

"Separate Noncompetition Agreement" means as defined in Section 6.6.

"Stock" means as defined in the Recitals of this Agreement.

"Taxes" means all taxes, penalties, interest, fines, duties, withholdings, assessments, and charges assessed or imposed by any federal, state, local or foreign governmental authority. "Tax" will also include any liability arising as a result of being (or ceasing to be) a member of any affiliated, consolidated, combined, or unitary group as well as any liability under any tax allocation, tax sharing, tax indemnity or similar agreement.

1.2)	Definitional Provisions.

(a) Terms defined in the singular will have a comparable meaning when used in the plural, and vice-versa.

(b) References to an "Exhibit" or to a "Schedule" are, unless otherwise specified, to one of the Exhibits or Schedules attached to or referenced in this Agreement, and references to an "Article" or a "Section" are, unless otherwise specified, to one of the Articles or Sections of this Agreement.

(c) The term "person" includes any individual, partnership, joint venture, corporation, trust, unincorporated organization or government or any department or agency thereof..

ARTICLE 2.

PURCHASE AND SALE; PURCHASE PRICE

2.1) Purchase and Sale. Subject to the terms and conditions of this Agreement, effective as of the Closing, Seller will sell, transfer and assign to Buyer, and Buyer will purchase from Seller, an aggregate of 4,000 shares of the Stock representing all of the outstanding issued stock of Xxxxxxxxx Equipment.

2.2)	Purchase Price; Allocation.

(a)

The presently determinable total consideration (the "Purchase Price") for the Stock is Four Million Seven Hundred Thirty-five Thousand Dollars ($4,735,000.00), payable as follows: Two Million Dollars ($2,000,000.00) cash on or before February 1, 2006. There shall be no transfer of shares until said Two Million Dollars ($2,000,000.00) is paid in full. If the downpayment of Two Million Dollars ($2,000,000.00) is not paid by February 1, 2006, this Purchase Agreement and Contract is null and void. At Buyer’s option, the balance of Two Million Seven Hundred Thirty-five Thousand Dollarsl ($2,735,000.00) can be paid either in cash or 911,667 shares of common stock, which are not restricted, would be issued by Buyer to Seller at closing (the “New Stock”). Should the common stock of Buyer not be trading at a minimum of Three Dollars ($3.00) per share twelve (12) months after Closing (the “Adjustment Date”), then at Seller’s option Seller shall be compensated for the difference in additional stock or receive cash of $2,735,000.00. At the Adjustment Date, the difference in additional stock would be the number of additional shares necessary to compensate for the difference between the then share value and $3.00 per share. Said shares would be issued within ten (10) days of the Adjustment Date. As xxxxxxx money herein, Buyer shall deposit with Seller 100,000 shares of non-restricted stock of Buyer to be held pending the closing herein. In the event that Buyer defaults on this Purchase Agreement, the shares shall then remain the property of Seller herein. At closing, these shares shall represent a portion of the shares to be delivered to Seller by Buyer herein. In the event that this Purchase Agreement cannot be completed to the contingencies as set forth in paragraph (c) below, then said stock shall be returned to Buyer by Seller herein. See * below

(b)	The portions of the Purchase Price payable by Buyer to Seller under this Section will be paid by wire transfer of funds to an account designated by Seller, which designation will be made at least 2 business days prior to the Closing Date.

(c)

The purchase and sale herein are contingent upon Buyer obtaining financing acceptable to Buyer and Seller obtaining all necessary approvals relative to the ownership transfer of the stock of Xxxxxxxxx Equipment, Inc. The financing contingency shall be null and void 30 days after the sucessful filing of the SB2 by Buyer herein.

(d)

Buyer herein will enter into an employment agreement with Xxxxxx Xxxxxxxxx for a period of at least five (5) years with an annual base salary of $120,000.00 per year with said employment agreement to also include incentive provisions based on performance of the company allowing for an incentive payment or bonus and Xxxxxxxxx shall also be entitled to participate

*	The restricted stock certificate given to Seller by Buyer shall be replaced with nonrestricted stock within 60 days of the date of this Agreement.

in the fringe benefits presently being offered by Xxxxxxxxx Equipment, including, but not limited to, health care benefits and retirement benefits. In the event that a mutually agreeable employment agreement cannot be worked out by and between the parties hereto satisfactory to Xxxxxxxxx, then and in that event this Agreement shall be null and void. It is anticipated that the parties will resolve the employment agremeent within 45 days of the execution of this purchase and sale agreement.

(e)

Buyer and Seller agree that the employment agreement enetered into pursuant to subdivision 2.2(e) above, shall include a non-solicitation clause and a non-compete clause acceptable to the Buyer and valid for the term of the employment agreement, notwithstanding earlier termination of the employment agreement.

(f)

Xxxxxxxxx has leased certain real estate to Xxxxxxxxx Equipment, a copy of said lease agreement being provided to Buyer by Seller herein. Said lease agreement shall continue under its present terms and conditions so long as Xxxxxxxxx is employed by Xxxxxxxxx Equipment relative to the employment agreement referred to herein. Any time during said employment agreement, Xxxxxxxxx Equipment shall have the right and option to purchase the real estate at a purchase price of $600,000.00. In the event of the termination of any employment agreement between Xxxxxxxxx Equipment and Xxxxxxxxx for any reason whatsoever, then in that event, Xxxxxxxxx Equipment agrees to purchase and Xxxxxxxxx agrees to sell the leased real estate for a purchase price of $600,000.00 with said closing to be completed within sixty days of the termination of the employment agreement as set forth herein.

(g)

It is agreed between Seller and Buyer that until the adjustment date and the option by Seller to either receive additional shares or cash for the outstanding amounts due Seller by Buyer, Buyer will not encumber the assets of Xxxxxxxxx Equipment except in the ordinary course of business and shall grant to Seller a security interest in the assets of Xxxxxxxxx Equipment satisfactory to Seller to ensure that the adjustment date payment or stock is paid or distributed to Seller by Buyer herein.

2.3) Xxxxxxxxx Equipment Options. Each Xxxxxxxxx Equipment Option that is outstanding on the Closing Date will be cancelled without liability to Buyer or Xxxxxxxxx Equipment and at the cost and expense of Seller, if any.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF SELLER

Except as set forth in the Schedules, Seller represents and warrants to Buyer as of the date of this Agreement as follows:

3.1) Listing of Certain Assets and Data. Attached to this Agreement as Schedules 3.1A through 3.1 L are lists, which are true and complete in all material respects as of the date of this Agreement, of the matters set forth in the following subsections (a) through (1).

(a) Real Property. Schedule 3.1A sets forth a description of all real property owned by Xxxxxxxxx or Xxxxxxxxx Equipment or otherwise used by Xxxxxxxxx Equipment in

the conduct of its businesses, stating the ownership status and a brief description of all buildings and structures located or planned for construction thereon. Prior to the date of this Agreement, Seller has made available to Buyer true and complete copies of the descriptions and shall provide updated abstracts relating to such real property.

(b) Equipment. Schedule 3.1B sets forth a list of all material items of machinery, equipment, tools and dies, furniture, fixtures, spare parts, vehicles and other similar property and assets owned or otherwise used by Xxxxxxxxx Equipment specifically identifying and describing, those items with an original cost to, or total lease payments by, Xxxxxxxxx Equipment in excess of $10,000.00, setting forth with respect to all such listed property a summary description of all Liens relating thereto (other than liens for taxes due but not yet payable), identifying the parties thereto, the rental or other payment terms, expiration date and cancellation and renewal terms thereof. Prior to the date of this Agreement, Seller has made available to Buyer true and complete copies of all currently effective leases, conditional sales agreements or other similar documents concerning the items listed in Schedule 3.1B.

(c) Patents, Trademarks, Formulas, Etc. Schedule 3.1C sets forth a list of all of Xxxxxxxxx Equipment’s patents, trade names, material trademarks, material service marks, material copyrights, and applications or registrations for any of the foregoing, and any licenses pursuant to which any of the foregoing is used. Prior to the date of this Agreement, Seller has made available to Buyer true and complete copies of all issuances, registrations, applications and certificates regarding such intellectual property, true and complete copies of the form of all contracts with employees or others relating in whole or in part to disclosure, assignment or patenting of inventions or discoveries, confidential or proprietary information, product formulas or other know-how, and true and complete copies of all patent, trademark, trade name, copyright, trade secret or other intellectual property licenses granted at any time by or to Persinger Equipment.

(d) Certain Leases, Agreements, Etc. Schedule 3.1D sets forth a list (including, in the case of oral arrangements, a written description of all material terms thereof of each lease, contract, agreement or other commitment, written or otherwise, to which Xxxxxxxxx Equipment is a party (other than leases, contracts, agreements or commitments furnished pursuant to other paragraphs of this Section) and which is in any way not yet performed, involving:

(i) The purchase of any services, raw materials, supplies or equipment, exclusive of (x) any purchase order for the purchase of products or services required in the ordinary course of business involving payment of less than $10,000.00 per annum or an aggregate of less than $20,000.00, and (y) any purchase order not in the ordinary course of business involving payment of less than $5,000.00;

(ii) The sale of assets, products or services involving a value estimated at more than $10,000.00, or any contract for provision of service warranties, sales credits, product returns, or discounts, warehouse allowances, advertising allowances or promotional services; or

(iii) Any distributor or sales representative or similar broker, dealer or agent of Xxxxxxxxx Equipment products.

Prior to the date of this Agreement, Seller has made available to Buyer true and complete copies of all written agreements identified in Schedule 3.1D.

(e) Permits, Licenses, Etc. Schedule 3.1E sets forth a list of all material permits, licenses, approvals or similar permissions, held by Xxxxxxxxx Equipment or by any distributor, sales representative or similar broker, dealer or agent of Xxxxxxxxx Equipment products. Prior to the date of this Agreement, Seller has made available to Buyer true and complete copies of all permits, licenses, approvals or other documents identified in Schedule 3.1E.

(f) Banks and Depositories. Schedule 3.1F sets forth a list of each bank, broker or other depository with which Xxxxxxxxx Equipment has an account or safe deposit box, the names and numbers of such accounts or boxes and the names of all persons authorized to draw or execute transactions on such accounts.

(g) Loans and Credit Agreements. Etc. Schedule 3.1G sets forth a list of all outstanding mortgages, promissory notes, evidences of indebtedness, deeds of trust, indentures, loan or credit agreements or similar instruments for money borrowed, excluding normal trade credit, to which Xxxxxxxxx Equipment is a party (as lender or borrower), written or otherwise, and all amendments or modifications, if any, thereof. Prior to the date of this Agreement, Seller has made available to Buyer true and complete copies of all documents identified in Schedule 3.1G.

(h) Insurance Policies and Claims. Schedule 3.1H sets forth a list, including the term, coverages, premium rates, limits and deductibles thereof, of all policies of insurance maintained by Xxxxxxxxx Equipment and covering any of their officers, directors, employees, agents, properties, buildings, machinery, equipment, furniture, fixtures or operations and a description of each claim made by Xxxxxxxxx Equipment under any such policy of insurance during the preceding five (5) year period describing such claim and the amount of it. Prior to the date of this Agreement, Seller has made available to Buyer true and complete copies of all policies of insurance identified in Schedule 3.1H, and true and complete copies of all documentation regarding claims made under them.

(i) Certain Employees. Schedule 3.1I sets forth (i) the name and current annual salary rate of each director, officer or employee of Xxxxxxxxx Equipment whose total remuneration for Xxxxxxxxx Equipment’s last fiscal year was, or for the current year has been set at, in excess of $20,000, together with a summary of the bonuses, additional compensation and other benefits, if any, paid or payable to such persons as of the date of this Agreement or in the future: (ii) the name of each employee and each individual to whom employment has been offered and who has accepted such offer, including scheduled starting date, and (iii) the names of all former employees whose employment has terminated either voluntarily or involuntarily during the preceding 12-month period.

(j) Employee Plans. Schedule 3.1J sets forth a list of all Employee Plans and any related insurance contracts and trust and custodial agreements. Prior to the date of this Agreement. Seller has made available to Buyer true and complete copies of all documents listed in Schedule 3.1J.

(k) Powers of Attorney. Schedule 3.1K sets forth the names of all persons, if any, holding powers of attorney from Xxxxxxxxx Equipment and a description of the scope of each such power of attorney.

(1) Taxes. Schedule 3.1L sets forth a list of (i) all tax, assessment or information reports and returns filed by or on behalf of Xxxxxxxxx Equipment or their predecessors with any jurisdiction during the last 7 years, and (ii) a list of all tax or assessment elections of Xxxxxxxxx Equipment in effect. Prior to the date of this Agreement, Seller has made available to Buyer true and complete copies of all documents listed in Schedule 3.1L and all material correspondence to or from taxing authorities during the preceding 7 year period, and have made available to Buyer for review and copying all working papers of persons who prepared any of the documents listed in Schedule 3.1L.

3.2) Organization; Directors and Officers. Xxxxxxxxx Equipment is a corporation duly organized, validly existing and in good standing under the laws of the State of Minnesota, and has all necessary corporate power and authority to own its properties and assets and conduct the business presently being conducted by it. Seller has previously made available to Buyer complete and correct copies of the Articles of Incorporation and Bylaws of Xxxxxxxxx Equipment and all amendments thereto.

3.3) Capital Stock. Xxxxxxxxx Equipment 's authorized capital stock consists of 4,000 shares of common stock, of which 4,000 shares of Stock are issued and outstanding as of the date of this Agreement. All Stock is owned by Seller, free and clear of any Liens. Except as set forth in Schedule 3.3, there are no outstanding Xxxxxxxxx Equipment Options, and there are no plans, contracts or commitments providing for the issuance or granting of Stock, Xxxxxxxxx Equipment Options or other securities of Xxxxxxxxx Equipment. There is no indebtedness of Xxxxxxxxx Equipment convertible into Stock or other securities of Xxxxxxxxx Equipment. All issued and outstanding shares of Stock have been duly authorized and validly issued, and are fully paid and nonassessable.

3.4) Subsidiaries. Xxxxxxxxx Equipment has no ownership or equity interest, direct or indirect, in any other business, corporation, joint venture, partnership or proprietorship except as set forth on Schedule 3.4.

3.5) Authorization and Binding Obligation. The execution, delivery and performance by Seller and Xxxxxxxxx Equipment of this Agreement and the transactions and agreements contemplated by this Agreement have been duly and validly authorized and approved by all requisite corporate action on the part of Xxxxxxxxx Equipment and by all requisite action on the part of Seller. Each of Xxxxxxxxx Equipment and Seller has all requisite power and authority to do and perform all acts and things required to be done by it under this Agreement and the agreements contemplated by this Agreement. This Agreement constitutes and, when executed, the agreements contemplated by this Agreement will constitute, the valid and binding obligations of Xxxxxxxxx Equipment and Seller, enforceable in accordance with its and his respective terms except as may be limited by laws affecting creditors rights generally or by judicial limitations on the right to specific performance or other equitable remedies.

3.6) Consents Required. Except for any items set forth in Schedule 3.6, the execution and delivery of this Agreement and the agreements contemplated by this Agreement, the sale and purchase of the Stock, the cancellation of any Xxxxxxxxx Equipment Options and the consummation of the transactions contemplated by this Agreement in compliance with the terms and provisions of this Agreement by Xxxxxxxxx Equipment or Seller will not:

(a) Conflict with or result in a breach of the terms, conditions or provisions of or constitute a default under the Articles of Incorporation or Bylaws or other governing instruments of Xxxxxxxxx Equipment or of Seller, or any material agreement, mortgage, lease, judgment, order, award, decree or other instrument or restriction to which Xxxxxxxxx Equipment or Seller is a party or by which Xxxxxxxxx Equipment or Seller or any of their assets is bound or affected;

(b) Violate in any material respect any statute, rule, regulation, order or decree of any federal, state, local or foreign body or authority by which Xxxxxxxxx Equipment or Seller or any of their properties or assets may be bound;

(c) Require any material approval, consent, authorization or other order or action of any court, governmental authority, regulatory body, creditor or any other person: or

(d) Give any party with rights under any such material agreement, mortgage, lease, judgment, order, award, decree or other instrument or restriction the right to terminate, modify or otherwise materially change the rights or obligations of Xxxxxxxxx Equipment thereunder.

3.7) Financial Statements. Attached as Schedule 3.7 is a true and complete copy of (i) Xxxxxxxxx Equipment 's consolidated unaudited financial statements as of and for the month ended October 31, 2004 (the "Unaudited Financial Statements"; the balance sheet included in the Unaudited Financial Statements is the "Unaudited Balance Sheet"), and (ii) Xxxxxxxxx Equipment's consolidated financial statements for the year ended November 30, 2003, together with notes thereto (the "Financial Statements"; the balance sheet included in the Financial Statements is the "Balance Sheet"). The Unaudited Financial Statements have been prepared in accordance with generally accepted accounting principles except for (i) the absence of footnote disclosures, (ii) the need for normal year-end audit adjustments, and (iii) as described on Schedule 3.7. The Unaudited Financial Statements have been derived from the internal books and records of Xxxxxxxxx Equipment which have been maintained in accordance with generally accepted accounting principles.

3.8) Taxes. Except as set forth in Schedule 3.8: (i) Xxxxxxxxx Equipment has timely filed all tax or assessment reports and tax returns (including any applicable information returns) that may be required by any law or regulation of any jurisdiction to be filed, and all such reports and returns are true, correct and complete in all material respects; (ii) Xxxxxxxxx Equipment has duly paid, deposited or accrued on their respective books of account, all material Taxes pursuant to such reports and returns, or assessed against Xxxxxxxxx Equipment or that Xxxxxxxxx Equipment is obligated to withhold from amounts owing to any employee; (iii) Xxxxxxxxx Equipment has no liability for any Taxes materially in excess of the amounts stated in the Financial Statements with respect to all time periods or portions thereof ending on or before the dates thereof; (iv) neither the assessment of any additional material Taxes that by law should have been reported or paid or in accordance with generally accepted accounting principles should have been accrued, nor any investigation or audit, is pending, threatened or expected; and (v) no taxing or assessment authority has indicated to Xxxxxxxxx Equipment or Seller any intent to conduct an audit or other investigation or asserted any unresolved deficiencies with respect to Tax liabilities of Xxxxxxxxx Equipment for any period and there are no facts or circumstances that would give rise thereto.

3.9) Absence of Undisclosed Liabilities. To Seller’s knowledge, there are no material debts, liabilities, or claims against Xxxxxxxxx Equipment or legal basis therefor, whether accrued, absolute, contingent, or otherwise, and whether due or to become due, including, but not limited to, liabilities on account of taxes, other governmental charges, duties, penalties, interest or fines, except:

(a)	Liabilities, to the extent set forth or reserved against in the Balance Sheet;

(b) Liabilities incurred in the ordinary course of business (and in compliance with this Agreement) since the date of the Balance Sheet; or

3.10) Absence of Certain Changes and Events. Except as set forth in Schedule 3.10, since the date of the Balance Sheet, Xxxxxxxxx Equipment has not (i) sold or otherwise disposed of any of its real properly or real property leases, or entered into any renewals or extensions of such existing leases or entered into any new leases; (ii) made any material increase in the compensation or benefits payable or to become payable by Xxxxxxxxx Equipment to any officers, employees or consultants whose total remuneration for the last fiscal year was, or for the current fiscal year is expected to be after any such increase, more than $20,000, or paid or accrued any bonus, percentage of compensation, severance benefit or other like benefit to, or for the credit of, any officer, employee or consultant, except in accordance with such plans and arrangements as were in effect prior to the date of the Balance Sheet or are set forth in Schedule 3.11; (iii) entered into, amended, terminated or received notice of termination of any material contract, license, franchise, commitment or other arrangement other than in the ordinary course of business; (iv) altered or revised its accounting principles, procedures, methods or practices except as required by law; (v) changed their credit policies as to sales of Inventories, discounts, product returns, warranties or collection of receivables; (vi) transferred or otherwise disposed of any material assets except Inventory in the ordinary course of business; (vii) incurred, discharged or satisfied any material liability (absolute or contingent), mortgage, lien, security interest or encumbrance other than in the ordinary course of business; (viii) except as set forth on the Balance Sheet, declared or paid any dividend or other distribution in cash or securities, or redeemed, repurchased or otherwise acquired any capital stock or other securities of Xxxxxxxxx Equipment; (ix) issued or committed to issue any securities of, or other ownership interests in, Xxxxxxxxx Equipment; (x) made any purchase commitment in excess of the normal, ordinary and usual requirements of their businesses, or made any change in their selling, pricing, advertising or personnel practices inconsistent with its prior practice; (xi) written off or down as uncollectible any notes or accounts receivable or portion thereof except in amounts that in the aggregate are not materially in excess of preexisting reserves therefor, or taken, set aside or increased any reserves or charges on its books against earnings or assets; (xii) failed to replenish their Inventories in a normal and customary manner consistent with their prior practices and prudent business practices prevailing in Xxxxxxxxx Equipment’s industry; (xiii) entered into any compromise or settlement of or suffered any judgment in any litigation, proceeding, or governmental investigation relating to them or their assets, properties, rights or businesses; (xiv) suffered any material damage, destruction or loss whether or not covered by insurance; (xv) made any capital expenditures or commitment therefor in excess of $20,000.00; or (xvi) entered into any written or oral agreement, other than this Agreement, to do any of the things enumerated in (i) through (xv) of this Section.

3.11) Assets. The fixtures, equipment, facilities and operating assets of Xxxxxxxxx Equipment are suitable for the uses for which intended, except as set forth in Schedule 3.11, free from defects and in good operating condition (ordinary wear and tear excepted) in all material respects; all such assets are being and have been properly and regularly serviced and maintained by Xxxxxxxxx Equipment in a manner that would not void or limit the coverage of any warranty thereon; and all improvements and modifications of such facilities by Xxxxxxxxx Equipment’s uses of such facilities and all such facilities and their uses conform in all material respects to all applicable zoning and building laws. Xxxxxxxxx Equipment has good, marketable and insurable title to, or, in the case of leases, valid and subsisting leasehold interests in, all assets used in the operations (as presently conducted) of Xxxxxxxxx Equipment, free and clear of any material Liens except Liens for current taxes or assessments not yet due and payable. On Schedule 3.11 under the heading "Non-Company Assets" Seller has listed assets on the premises of Xxxxxxxxx Equipment which Buyer and Seller has agreed are personal assets of Xxxxxxxxx.

3.12) Trademarks. Patents and Trade Secrets. Except as set forth in Schedule 3.12, all Intellectual Property that is necessary to Xxxxxxxxx Equipment’s operations as presently conducted or in the production of any of Xxxxxxxxx Equipment’s products (the " Xxxxxxxxx Equipment Intellectual Property") is owned by or licensed to Xxxxxxxxx Equipment. Except as set forth in Section 3.12, neither Xxxxxxxxx Equipment, its business or any of its products infringes or misappropriates the Intellectual Property rights of others. No present or former employee or consultant of Xxxxxxxxx Equipment has violated any noncompetition, confidentiality, or assignment of inventions covenant or obligation by reason of such employee's or consultant's employment with or consulting to Xxxxxxxxx Equipment. Except as set forth in Schedule 3.12, the Xxxxxxxxx Equipment Intellectual Property has not been challenged in any judicial or administrative proceeding. All Xxxxxxxxx Equipment Intellectual Property listed in Schedule 3.1C have the status indicated therein and all applications are still pending in good standing and have not been abandoned. No person or entity nor such person's or entity's business nor any of its products has infringed or misappropriated the Xxxxxxxxx Equipment Intellectual Property rights or currently is infringing or misappropriating such rights. Except as set forth on Schedule 3.12, no employee or consultant of Xxxxxxxxx Equipment is subject to or otherwise restricted by any employment, nondisclosure, assignment of inventions, nonsolicitation of employees or noncompetition agreement between such employee or consultant and a third party.

3.13) Accounts Receivable. All accounts and notes receivable shown on the Balance Sheet and all accounts and notes receivable of Xxxxxxxxx Equipment created up to the Closing Date will be collected within the credit terms applicable to the customer after the Closing in the ordinary course of business, net of the reserve set forth on the Balance Sheet which has not been used as of the date of this Agreement. All accounts and notes receivable shown on the Balance Sheet are, except to the extent already paid, valid and collectible obligations owing to Xxxxxxxxx Equipment, not subject to any defenses or set-offs. Xxxxxxxxx Equipment does not have any notes or accounts receivable owed to Xxxxxxxxx Equipment from any director, officer or Seller.

3.14) Inventories. All Inventories of Xxxxxxxxx Equipment consist of items of merchantable quality and quantity usable or salable in the ordinary course of Xxxxxxxxx Equipment's business, and are salable at prevailing market prices not less than the book value amounts thereof. All Inventories of Xxxxxxxxx Equipment conform to the specifications established therefor and have been manufactured in accordance with any applicable regulatory requirements. The quantities of all Inventories (net of allowance for obsolete or excess Inventory consistent with past practice) are not obsolete, damaged, slow moving, defective or excessive, and are reasonable in the circumstances of Xxxxxxxxx Equipment business. Schedule 3.1A sets forth a complete list of the addresses of all warehouses or other facilities owned or leased by Xxxxxxxxx Equipment and in which Xxxxxxxxx Equipment's Inventories are located.

3.15) Licenses; Compliance with Laws, Regulations, Etc. Xxxxxxxxx Equipment possesses all necessary governmental approvals, and all material permits, licenses and other approvals and authorizations that are necessary for the conduct of their businesses as presently conducted, and all of such licenses, permits and other approvals and authorizations are in good standing, full force and effect. All such licenses, permits, approvals or authorizations will continue to be in full force and effect immediately after the consummation of the transactions contemplated in this Agreement and not be affected by the transactions contemplated in this Agreement. Xxxxxxxxx Equipment and its actions, properties, products, practices and procedures, and any agreements to which Xxxxxxxxx Equipment is a party or is bound, have complied, and is in compliance, in all material respects with all applicable laws (including common law and the Americans with Disabilities Act), statutes, ordinances, orders, decrees, rules, regulations, interpretations and requirements promulgated by governmental or other authorities. No statute, rule, regulation, order or interpretation has been enacted, entered or deemed applicable by any domestic or foreign government or governmental or administrative agency or court that would make consummation by Xxxxxxxxx Equipment and Seller of the transactions contemplated by this Agreement illegal.

3.16) Litigation. Except as set forth in Schedule 3.16, there is no action, lawsuit, claim, proceeding, or investigation of any kind pending or threatened against, by or affecting Persinger Equipment that if decided adversely against Xxxxxxxxx Equipment would have a material adverse effect upon the businesses of Xxxxxxxxx Equipment. Xxxxxxxxx Equipment is not in default with respect to any order, writ, injunction, or decree of any court or of any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, materially affecting or relating to their businesses or assets. No suit, action or other proceeding is pending or threatened by or before any court or governmental agency in which it is sought to restrain or prohibit or to obtain damages or other relief in connection with this Agreement or the consummation of the transactions contemplated by this Agreement, and no investigation that might eventuate in any such suit, action or other proceeding is pending or overtly threatened.

3.17) Warranties, Leases, Contracts. All products manufactured or sold, and all services provided, by Xxxxxxxxx Equipment have complied, and are in compliance, in all material respects with all contractual requirements, warranties or covenants, express or implied, applicable thereto, and with all applicable governmental, trade association or regulatory specifications therefor or applicable thereto. The terms of Xxxxxxxxx Equipment‘s product and service warranties and product return, discount, demo sales and credit policies are set forth in Schedule 3.17. Xxxxxxxxx Equipment has performed all material obligations required to be performed by it and is not in default under any material lease, contract, mortgage, promissory note, evidence of indebtedness or other agreement or commitment to which Xxxxxxxxx Equipment is a party or by which Xxxxxxxxx Equipment is bound, and the same are in full force and effect on the date of this Agreement and valid and enforceable by Xxxxxxxxx Equipment in accordance with its respective terms except as may be limited by laws affecting creditors' rights generally or by judicial limitations on the right to specific performance or other equitable remedies. There has not been any event of default (or any event or condition that with notice or the lapse of time, both or otherwise, would constitute an event of default) on the part of Xxxxxxxxx Equipment or any party to any thereof that is expected to have a material adverse effect on Xxxxxxxxx Equipment. Performance of any such lease, contract, mortgage, promissory note, evidence of indebtedness or other agreement is not expected to have a material adverse effect on Xxxxxxxxx Equipment.

3.18) Insurance Policies. All policies of insurance listed in Schedule IIH are in full force and effect, and have been issued for the benefit of Xxxxxxxxx Equipment. Xxxxxxxxx Equipment has promptly and properly notified its insurance carriers of any and all claims known to them with respect to their operations or products for which they are insured.

3.19) Labor Agreements. Xxxxxxxxx Equipment is not a party to any collective bargaining agreement with any labor organization. There is not currently pending or threatened a demand for recognition from any labor union with respect to, and Seller has no knowledge of any attempt that has been made or is being made to organize, any of the persons employed by Persinger Equipment. There has never been and is not now any strike, slow-down, work stoppage or lockout, or any threat thereof, by or with respect to any of the employees of Xxxxxxxxx Equipment.

3.20)

Benefit Plans.

(a) Except as set forth in Schedule 3.1J, Xxxxxxxxx Equipment does not sponsor, maintain, or contribute to any "employee pension benefit plan" ("Pension Plan"), as such term is defined in Section 3(2) of ERISA, including, solely for the purpose of this subsection, a plan excluded from coverage by Section 4(b)(5) of ERISA. Any such Pension Plan presently maintained by Xxxxxxxxx Equipment is, in all material respects, in compliance with applicable provisions of ERISA, the Code and other applicable law.

(b) Xxxxxxxxx Equipment does not sponsor, maintain, contribute to any Pension Plan that is a "Multiemployer Plan" within the meaning of Section 4001(a)(3) of ERISA.

(c) Except as set forth in Schedule 3.1J, Xxxxxxxxx Equipment does not sponsor, maintain, or contribute to any "employee welfare benefit plan" ("Welfare Plan"), as such term is defined in Section 3(1) of ERISA, whether insured or otherwise, and any such Welfare Plan presently maintained by Xxxxxxxxx Equipment is, in all material respects, in compliance with the provisions of ERISA, the Code and all other applicable laws, including, but not limited to, Section 4980B of the Code, the regulations under such Section and Part 6 of Title I of ERISA. Except as set forth in Schedule 3.1J, Xxxxxxxxx Equipment has not established or contributed to any "voluntary employees' beneficiary association" within the meaning of Section 501(c)(9) of the Code.

(d) Xxxxxxxxx Equipment does not sponsor, maintain or contribute to a "self-insured medical reimbursement plan" within the meaning of Section 105(h) of the Code and the regulations under such Section.

(e) Except as set forth in Schedule 3.1J, Xxxxxxxxx Equipment does not currently maintain or contribute to any oral or written bonus, profitsharing, compensation (incentive or otherwise), commission, stock option or other stockbased compensation, retirement, severance, vacation, sick or parental leave, dependent care, deferred compensation, cafeteria, disability, hospitalization, medical, death, retiree, insurance or other benefit or welfare or other similar plan, agreement, trust, fund or arrangement providing for the remuneration or benefit of all or any employees or shareholders, that is neither a Pension Plan nor a Welfare Plan (collectively, the "Compensation Plans").

(f) Neither any Pension Plans or Welfare Plans nor any trust created or insurance contract issued there under nor any trustee. fiduciary, custodian, or administrator thereof, nor any officer, director or employee of Xxxxxxxxx Equipment, custodian or any other "disqualified person" within the meaning of Section 4975(e)(2) of the Code, or "party in interest" within the meaning of Section 3(14) of ERISA, with respect to any such plan has engaged in any act or omission that could reasonably be expected to subject Xxxxxxxxx Equipment, either directly or indirectly, to a tax or penalty on prohibited transactions imposed by Sections 4975 of the Code or 406 of ERISA, a liability for breach of fiduciary duties under ERISA or a civil penalty imposed by Section 502 of ERISA.

(g) Full payment has been made of all amounts that Xxxxxxxxx Equipment is required, under applicable law, with respect to any Pension Plan, Welfare Plan or Compensation Plan, or any agreement relating to any Pension Plan, Welfare Plan or Compensation Plan, to have paid as a contribution to each Pension Plan, Welfare Plan or Compensation Plan. To the extent required by generally accepted accounting principles, Xxxxxxxxx Equipment has made adequate provisions for reserves to meet contributions that have not been made because they are not yet due under the terms of any Pension Plan, Welfare Plan or Compensation Plan or related agreements. There will be no change on or before the Closing Date in the operation of any Pension Plan, Welfare Plan or Compensation Plan or documents under which any such plan is maintained that will result in an increase in the benefit liabilities under such plan, except as may be required by law. The IRS has issued favorable determination letters, or applications for favorable determination letters have been timely submitted and no unfavorable determination letters have been received, with respect to Xxxxxxxxx Equipment Pension Plans that are intended to be qualified under Section 401 (a) of the Code.

(h) Schedule 3.1J lists all Pension Plans, Welfare Plans and Compensation Plans, and prior to the date of this Agreement, Seller has made available to Buyer complete and accurate copies of all of such Pension Plans, Welfare Plans, Compensation Plans and related agreements, annual reports (Form 5500), favorable determination letters, current summary plan descriptions, and all employee handbooks or manuals.

3.21)

Employees.

(a) Except as set forth in Schedule 3.21 or in the Balance Sheet, Xxxxxxxxx Equipment has no obligations and the transactions contemplated by this Agreement will give rise to no obligations to its directors, officers, employees, consultants, or agents other than obligations arising in the ordinary course of business since the date of the Balance Sheet on account of wages, salaries, commissions and bonuses for prior services performed or business produced.

(b) Except as set forth in Schedule 3.21, there have been no lawsuits or claims brought by any employee or consultant or former employee or consultant of Xxxxxxxxx Equipment against Xxxxxxxxx Equipment during the preceding 5 years.

(c) Except as set forth in Schedule 3.21, there are no severance or early retirement payments that are or were due from Xxxxxxxxx Equipment under the terms of any agreement, oral or written.

3.22) No Finders. No act of Xxxxxxxxx Equipment or Seller has given or will give rise to any valid claim against any of the parties to this Agreement for a brokerage commission, finder's fee or other like payment in connection with the transactions contemplated in this Agreement with the acceptions of finders fees paid by buyer.

3.23) Contracts with Related Parties. Except as set forth in Schedules 3.11, 3.21 or 3.23, there are no contracts between Xxxxxxxxx Equipment and any of its officers or directors or between Xxxxxxxxx Equipment and Seller or between Xxxxxxxxx Equipment and any entity in which any Xxxxxxxxx Equipment officers or directors owns a more than 5% equity interest.

3.24) Relations with Suppliers and Customers. No material current supplier of Xxxxxxxxx Equipment has cancelled any contract or order for provision of, and there has been no information to the effect that any such supplier may not provide, raw materials, products, supplies, or services to the business of Xxxxxxxxx Equipment either prior to or following the Closing Date. Except as set forth in Schedule 3.24, Xxxxxxxxx Equipment has not received any information from any customer to the effect that such customer intends to materially decrease the amount of business such customer does with Xxxxxxxxx Equipment either prior to or following the Closing Date.

3.25) Product Liability Claims. All products that Xxxxxxxxx Equipment has in Inventory or have sold have been and are in all material respects merchantable, free from material defects in material or workmanship, and suitable for the purpose for which they are sold. Except as set forth in Schedule 3.25, Xxxxxxxxx Equipment has never incurred any uninsured or insured Product Liability. Except as set forth in Schedule 3.25, Xxxxxxxxx Equipment has never received a claim based upon alleged Product Liability, and no basis for any such claim exists.

3.26) Environmental Matters. Except as set forth on Schedule 3.26, Xxxxxxxxx Equipment has obtained, and are in material compliance with, all permits, licenses or other approvals necessary under the Environmental Laws or Regulations with respect to the Xxxxxxxxx Equipment’s business or assets, and are in material compliance with all Environmental Laws or Regulations, except for those permits, licenses or other approvals the absence of which, and except for Environmental Laws or Regulations the noncompliance with which. would not have a material adverse effect on Xxxxxxxxx Equipment. Xxxxxxxxx Equipment’s business and assets comply fully with all Environmental Laws or Regulations except those Environmental Laws or Regulations the noncompliance with which would not have a material adverse effect on Xxxxxxxxx Equipment. Neither Xxxxxxxxx Equipment’s business or assets have been or are subject to any actual or threatened investigations, administrative proceedings, litigation, regulatory hearings, or other actions threatened, proposed or pending that allege (i) actual or threatened violation of or noncompliance with any Environmental Law or Regulation; or (ii) actual or threatened personal injury or property damage or contamination of any kind resulting from a release or threatened release of a Hazardous Substance by Xxxxxxxxx Equipment with respect to Xxxxxxxxx Equipment‘s businesse or assets. With respect to the real property used in connection with Xxxxxxxxx Equipment business and assets, (i) no above-ground or underground storage tanks are or were present on such real property or any improvements on structures thereon; (ii) such real property is not listed on the federal CERCLIS or on any local, state or federal list of hazardous waste sites; (iii) no Lien in favor of any governmental authority in response to a release or threatened release of any Hazardous Substance has been filed or attached to such real property; and (iv) there has been no past or present use, manufacture, generation, storage, transportation or disposal by Xxxxxxxxx Equipment of any Hazardous Substance at or under such real property except in compliance with all Environmental Laws or Regulations (excluding those Environmental Laws or Regulations the noncompliance with which would not have a material adverse effect on Xxxxxxxxx Equipment).

3.27) Absence of Certain Business Practices. Neither Xxxxxxxxx Equipment or any officer, employee or agent of Xxxxxxxxx Equipment, or any other person acting on their respective behalves has directly or indirectly, during the preceding 7 years, given or agreed to give any material gift or similar benefit to any customer, supplier, governmental employee or other person who is or may be in a position to help or hinder the business of Xxxxxxxxx Equipment (or assist Xxxxxxxxx Equipment in connection with any actual or proposed transaction), except Xxxxxxxxx Equipment and/or its officers, employees and agents have engaged in lawful customer entertainment and business promotion activities.

3.28) Corporate Records. The minute books of Xxxxxxxxx Equipment are complete and correctly reflect in all material respects, all corporate actions taken by them at all meetings or through written action and correctly record all resolutions of the Board of Directors of Xxxxxxxxx Equipment, as the case may be.

ARTICLE 4.

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller as of the date of this Agreement as follows:

4.1) Organization. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland.

4.2) Authorization and Binding Obligation. The execution, delivery and performance by Buyer of this Agreement and the transactions and agreements contemplated by this Agreement have been duly and validly authorized and approved by all requisite corporate action on the part of Buyer. Buyer has all requisite power and authority to do and perform all acts and things required to be done by it under this Agreement and the agreements contemplated by this Agreement. This Agreement constitutes and, when executed, the agreements contemplated by this Agreement will constitute, the valid and binding obligation of Buyer. enforceable in accordance with its and their respective terms except as may be limited by laws affecting creditors' rights generally or by judicial limitations on the right to specific performance or other equitable remedies.

4.3) Consents Required. Except for any items set forth in Schedule 4.3, the executioni and delivery of this Agreement and the agreements contemplated by this Agreement, the sale and purchase of the Stock and the consummation of the transactions contemplated by this Agreement in compliance with the terms and provisions of this Agreement by Buyer will not:

(a) Conflict with or result in a breach of the terms, conditions or provisions of or constitute a default under the Articles of Incorporation or Bylaws or other governing instruments of Buyer, or any material agreement, mortgage, lease, judgment, order, award, decree or other instrument or restriction to which Buyer is a party or by which Buyer or any of its assets is bound or affected;

(b) Violate any material statute, rule, regulation, order or decree of any federal, state, local or foreign body or authority by which Buyer or any of its properties or assets may be bound.

(c) Require any material approval, consent, authorization or other order or action of any court, governmental authority, regulatory body, creditor or any other person; or

4.4) Finders. The Good one Inc is a finder in this transaction and Heartland will provide the cominsation for this fee.

4.5) Investment Purpose in Acquiring the Stock. Buyer is acquiring the Stock for its own account for investment purposes only and not with a view to their resale or distribution in violation of the Securities Act. Buyer has the requisite investment intent to satisfy Section 4(2) of the Securities Act. Buyer is an "accredited investor" as such term is used in Rule 501 under the Securities Act.

ARTICLE 5.

COVENANTS

5.1) Approvals and Consents. Seller will use all reasonable efforts to obtain all material approvals and consents of all third parties necessary on the part of Xxxxxxxxx Equipment or Seller to consummate the transactions contemplated in this Agreement. Buyer agrees to cooperate with Xxxxxxxxx Equipment and Seller in connection with obtaining such approvals and consents.

5.2) Preserve Accuracy of Representations and Warranties. Each of Xxxxxxxxx Equipment, Seller and Buyer will refrain from knowingly taking any action, except with the prior written consent of the other parties, that would render any representation, warranty or agreement of such party in this Agreement inaccurate or breached as of the Closing (as though made at and as of the Closing) in any material respect. At all times prior to the Closing, each party will promptly inform the others in writing with respect to any matters arising after the date of this Agreement that, if existing or occurring at the date of this Agreement, would have been required to be set forth or described in the Schedules pursuant to Article 3.

5.3) Maintain Xxxxxxxxx Equipment As A Going Concern. Except as contemplated by this Agreement, during the period from the date of this Agreement to the Closing Date, Seller will use all reasonable efforts to cause Xxxxxxxxx Equipment to conduct its operations according to the ordinary and usual course of business and consistent with past practices, and Seller will use all reasonable efforts, to the extent that it is within Seller’s control, to preserve intact Xxxxxxxxx Equipment’s business organizations, to maintain its business in the ordinary course, to keep available the services of its respective officers and employees and to maintain satisfactory relationships with licensors, licensees, suppliers, contractors, distributors, customers and others having business relationships with Xxxxxxxxx Equipment. Seller will promptly advise Buyer orally and in writing of any materially adverse change in the business of Xxxxxxxxx Equipment and permit Buyer to consult with Seller with respect to any material changes in Xxxxxxxxx Equipment’s business. Except as otherwise expressly provided in or contemplated by this Agreement or to the extent specifically disclosed on the Schedules to this Agreement, during the

period from the date of this Agreement to the Closing Date, Seller will not cause or permit Xxxxxxxxx Equipment to, without the prior written consent of Buyer:

(a)	amend its Articles of Incorporation or Bylaws;

(b) authorize for issuance, issue, sell, or deliver (whether through the issuance or granting of additional options (other than in the ordinary course of business and consistent with past practice), warrants, commitments, subscriptions, rights to purchase or otherwise) any stock of any class or any securities convertible into shares of Stock or other securities of Xxxxxxxxx Equipment;

(c) split, combine or reclassify any shares of Stock or other securities of Xxxxxxxxx Equipment, declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of the Stock or other securities of Xxxxxxxxx Equipment; or redeem or otherwise acquire any shares of Stock or other securities of Xxxxxxxxx Equipment; or amend or alter any material term of any of the Stock or other securities of Xxxxxxxxx Equipment;

(d) create, incur or assume any material indebtedness for borrowed money (except under current credit facilities), or assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the material obligations of any other person, other than in the ordinary course of business and consistent with past practice; or make any material loans, advances or capital contributions to, or investments in, any other person; or create, incur or assume any material Lien on any material asset;

(e) (i) materially increase the compensation of any of their directors, officers, employees, shareholders or consultants, except in the ordinary course of business and consistent with past practice or pursuant to contractual obligations existing on the date of this Agreement, or accelerate the payment of any such compensation (whether or not any such acceleration is consistent with past practice); (ii) accelerate or otherwise materially modify the payment, vesting, exercisability, or other feature or requirement of any pension, retirement allowance, severance pay, stock option or other employee benefit not required by any existing plan, agreement or arrangement or by applicable law to any such director, officer, employee, shareholder or consultant, whether past or present; or (iii) except in accordance with their customary past practices, commit themselves to any additional pension, profit-sharing, bonus, incentive, deferred compensation, stock purchase, stock option, stock appreciation right, group insurance, severance pay, retirement or other employee benefit plan, agreement or arrangement, or to any employment or consulting agreement with or for the benefit of any person, or amend in any material manner any of such plans or any of such agreements in existence on the date of this Agreement;

(f) except in the ordinary course of business and consistent with past practice or pursuant to contractual obligations existing on the date of this Agreement, (i) sell, transfer, mortgage, or otherwise dispose of or encumber any material real or personal property, except pursuant to the Building Purchase Agreement; (ii) pay, discharge or satisfy any material claims, liabilities or obligations (absolute, accrued, contingent or otherwise), or (iii) cancel any material debts or waive any material claims or rights that involve payments or commitments to make payments that individually exceeds $5,000.00 or, in the aggregate, exceed $25,000.00;

(g) change their credit policies as to sales of Inventories or collection of receivables or their Inventory consignment practices;

(h) remove or permit to be removed from any building, facility or real property any material machinery, equipment, fixture, vehicle or other personal property or parts thereof, except in the ordinary course of business and except for movement from one facility of Xxxxxxxxx Equipment to another such facility;

(i) alter or revise their accounting principles, procedures, methods or practices, except as may be required by generally accepted accounting principles;

(j) institute, settle or compromise any claim, action, suit or proceeding pending or threatened by or against it involving amounts in excess of $20,000.00, at law or in equity or before any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality; or

(k)	agree, whether in writing or otherwise, to do any of the foregoing.

5.4) Access to Information and Records Before Closing. During the period from the date of this Agreement through the Closing, Seller will afford to Buyer, and to Buyer's accountants, officers, directors, employees, counsel and other representatives, reasonable access during normal business hours, to all of Xxxxxxxxx Equipment’s properties, books, contracts, commitments and records, and, during such period, Seller will furnish promptly to Buyer all information concerning Xxxxxxxxx Equipment's business, prospects, properties, results of operations, condition (financial or otherwise) or personnel as Buyer may reasonably request. Buyer will hold in confidence all such nonpublic information.

5.5) Regulatory Approvals. Buyer and Seller will take all such action as may be necessary for, and will file and, if appropriate, use all reasonable efforts to have declared effective or approved all documents and notifications with governmental or regulatory bodies that they deem necessary or appropriate for, the consummation of the transactions as contemplated by this Agreement and each party will give the other information reasonably requested by such other party pertaining to it and its Affiliates to enable such other party to take such actions.

ARTICLE 6.

CONDITIONS TO BUYER'S OBLIGATIONS

Buyer's obligations under this Agreement will, at Buyer's option, be subject to the satisfaction, on or prior to the Closing Date, of all of the following conditions:

6.1) Truth of Representations and Warranties. The representations and warranties of Seller in this Agreement will be true in all material respects on the Closing Date with the same effect as though made at such time, except for changes expressly contemplated by this Agreement or changes that do not have a material adverse effect on the businesses of Xxxxxxxxx Equipment and except for any particular representation and warranty that specifically addresses matters only as of a particular date (which will remain true as of such date). Seller will have performed all of Seller’s material obligations and complied with all of Seller’s material covenants and conditions prior to or as of the Closing Date.

6.2) Required Consents. Seller will have obtained all material permits, authorizations, consents and approvals required to be obtained by it pursuant to this Agreement, in form and substance reasonably satisfactory to Buyer, and Buyer will have received evidence satisfactory to Buyer of the receipt of such permits, authorizations, consents and approvals.

6.3) Litigation Affecting Closing. No material suit, action or other proceeding will be pending or threatened by any third party or by or before any court or governmental agency in which it is sought to restrain or prohibit or to obtain damages or other relief in connection with this Agreement or the consummation of the transactions contemplated by this Agreement.

6.4) Legislation. No statute, rule, regulation, order, or interpretation will have been enacted, entered or deemed applicable by any domestic or foreign government or governmental or administrative agency or court that would make the transactions contemplated by this Agreement illegal.

6.5) Separate Noncompetition Agreement. At the Closing, Xxxxxxxxx will have executed and delivered to Buyer a noncompetition agreement in the form attached as Exhibit B (the "Separate Noncompetition Agreement").

6.6) At the Closing, Xxxxxxxxx will have executed and delivered to Buyer an employment agreement with Xxxxxxxxx Equipment in the form attached as Exhibit E (the "Xxxxxxxxx Employment Agreement").

ARTICLE 7.

CONDITIONS TO SELLER’S OBLIGATIONS

Seller's obligations under this Agreement will, at Seller's option, be subject to the satisfaction, on or prior to the Closing Date, of all of the following conditions:

7.1) Truth of Representations and Warranties. The representations and warranties of Buyer in this Agreement will be true in all material respects on the Closing Date with the same effect as though made at such time, except for changes expressly contemplated by this Agreement and except for any particular representation and warranty that specifically addresses matters only as of a particular date (which will remain true as of such date). Buyer will have performed all of Buyer's material obligations and complied with all of Buyer's material covenants and conditions prior to or as of the Closing Date.

7.2) Consents. Buyer will have obtained all material permits, authorizations, consents and approvals required to be obtained by them pursuant to this Agreement, in form and substance reasonably satisfactory to Seller, and Seller will have received evidence satisfactory to it of the receipt of such permits, authorizations, consents and approvals.

7.3) Litigation Affecting Closing. No material suit, action or other proceeding will be pending or threatened by any third party or by or before any court or governmental agency in which it is sought to restrain or prohibit or to obtain damages or other relief in connection with this Agreement or the consummation of the transactions contemplated by this Agreement.

7.4) Legislation. No statute, rule, regulation or order or interpretation will have been enacted, entered or deemed applicable by any domestic or foreign government or governmental or administrative agency or court that would make the transactions contemplated by this Agreement illegal.

ARTICLE 8.

CLOSING

8.1) Closing Date. The consummation of the transactions provided for in this Agreement (the "Closing") will take place at 10:00 a.m. (local time) on February 1, 2006, or as soon thereafter as all conditions to Closing have been satisfied or waived, or on such other date and/or at such other time as the parties to this Agreement may agree upon (the "Closing Date"). The Closing will take place at the law offices of Xxxxx, Xxxxx & Xxxxx, P.A., 000 Xxxxx Xxxxxx XX, Xxxxxx, XX 00000 or at such other place or in such other manner (e.g., by telecopy exchange of signature pages with originals to follow by overnight delivery) as the parties may agree.

8.2) Closing Deliveries of Seller. In addition to, and without limiting any other provisions of this Agreement, Seller will deliver to Buyer the following, in form reasonably satisfactory to Buyer and Buyer's counsel:

(a) Stock certificate(s) representing all of the Stock, together with stock powers duly executed by Seller transferring such Stock to Buyer.

(b) All of the documents, certificates and instruments required to be delivered to Buyer under Article 6.

8.3) Closing Deliveries of Buyer. In addition to, and without limiting any other provisions of this Agreement, Buyer will, at the Closing, deliver to Seller the following, in form reasonably satisfactory to Seller and Seller’s counsel:

(a) The portions of the Purchase Price to Seller as required by and set out in Section 2.2.

(b) All of the documents, certificates and instruments required to be delivered to Seller under Article 7.

8.4) Closing Deliveries of Xxxxxxxxx Equipment. Xxxxxxxxx Equipment will, at the Closing, upon completion of the deliveries required by Section 8.2 and Section 8.3

(a)	Execute and deliver to Xxxxxxxxx the Xxxxxxxxx Employment Agreement.

8.5) Proceedings. No proceedings will be deemed taken nor any documents executed or delivered until all proceedings have been taken and all documents have been executed and delivered. All proceedings taken and all documents executed and delivered by the parties to this Agreement at the Closing will be deemed to have been taken and executed simultaneously.

ARTICLE 9.

TERMINATION

9.1) Termination. This Agreement may be terminated at any time prior to the Closing Date, only:

(a)	by mutual consent of Seller and Buyer;

(b)	failure of either party to meet contingencies listed in subdivision 2.2(c);

(c) by Buyer if any of the conditions specified in Article 6 has not been waived by Buyer or met and it is not reasonably foreseeable that such condition could ever be satisfied; or

(d) by Seller if any of the conditions specified in Article 7 has not been waived by Seller or met and it is not reasonably foreseeable that such condition could ever be satisfied.

9.2) Procedure and Effect of Termination. In the event of termination of this Agreement by Buyer and/or by Seller pursuant to Section 9.1, written notice thereof will immediately be given to the other parties and this Agreement will terminate and the transactions contemplated by this Agreement will be abandoned, without further action by any of the parties. Xxxxxxxxx Equipment agrees that any termination by Seller will be conclusively binding upon Xxxxxxxxx Equipment, whether given expressly on its behalf or not, and Buyer will have no further obligation with respect to Xxxxxxxxx Equipment. If this Agreement is terminated as provided in this Agreement, no party to this Agreement will have any liability under this Agreement or further obligation under this Agreement to any other party, except as set forth in Section 9.3 and, provided, however. that nothing in this Article will relieve any party of liability for breach of any representation, warranty condition precedent or agreement; and, in such a case, the breaching party will be liable to the non-breaching party for such breach. This Section any the other Sections of this Agreement which are said expressly to survive such termination will survive any termination of this Agreement.

ARTICLE 10.

INDEMNIFICATION; REMEDIES

10.1) Indemnification by Seller. Seller will indemnify and hold Buyer harmless at all times after the date of this Agreement against and in respect of any damage, deficiency, claim or expense resulting from: (i) any misrepresentation, breach of warranty, breach of agreement or covenant or non-observance of any condition on the part of such Seller under this Agreement; (ii) from any misrepresentation in or omission from any other instrument to be furnished by such Seller under this Agreement; and (iii) all actions, suits. proceedings, demands, assessments, judgments, reasonable attorneys' fees and other related costs incident to any of the foregoing ("Buyer's Indemnifiable Losses").

Buyer's Indemnifiable Losses will not include: (i) any tax liabilities arising by reason of any reduction or disallowance of deductions from taxable income in one taxable year, to the extent such reduction or disallowance results in a corresponding increase in allowable deductions from income in another taxable year, (ii) the shifting of items of income from one taxable year to another or (iii) the capitalization of amounts which were expenses, but only if such capitalized amounts are subject to amortization or depreciation or recovery in cost of goods sold, inventory or materials, provided, however, that Buyer's Indemnifiable Losses may include any damage attributable to the lost time value of money with respect to any of such matters.

Seller will reimburse Buyer, after reasonable notice and opportunity to defend against any such claim, for any Buyer's Indemnifiable Losses experienced or incurred by Buyer at any time after the Closing Date in respect of any liability to which the foregoing indemnity applies, subject to the Deductible. If a claim is asserted against Buyer which Buyer knows or has reason to believe will result in any liability of any Seller under this indemnity, Buyer will promptly notify the affected Seller in writing and afford such Seller the opportunity to defend against such claim.

10.2) Indemnification by Buyer. Buyer will indemnify and hold Seller harmless at all times after the date of this Agreement against and in respect of any damage, deficiency, claim or expense resulting from: (i) any misrepresentation, breach of warranty, breach of agreement or covenant or non-observance of any condition on the part of Buyer under this Agreement; (ii) from any misrepresentation in or omission from any other instrument to be furnished by Buyer under this Agreement; and (iii) all actions, suits, proceedings, demands, assessments, judgments, reasonable attorneys' fees and other related costs incident to any of the foregoing ("Seller’s Indemnifiable Losses").

Buyer will reimburse Seller, after reasonable notice and opportunity to defend against any such claim, for any Seller’s Indemnifiable Losses experienced or incurred by Seller at any time after the Closing Date in respect of any liability to which the foregoing indemnity applies, subject to the Deductible. If a claim is asserted against Seller which Seller knows or has reason to believe will result in any liability of Buyer under this indemnity, Seller will promptly notify Buyer in writing and afford Buyer the opportunity to defend against such claim.

10.3) Deductibles. The indemnification provided for in Section 10.1 will not apply unless, and will apply only to the extent that a Buyer's Indemnifiable Loss exceeds $10,000.00 and that the aggregate of Buyer's Indemnifiable Losses without regard to the amount of any single Buyer's Indemnifiable Loss exceeds $50,000.00 ("Seller’s Deductible"). Notwithstanding the preceding sentence, if the aggregate of Buyer's Indemnifiable Losses without regard to the amount of any single Buyer's Indemnifiable Loss equals or exceeds $50,000.00, Seller will have the obligations respecting indemnifying and holding Buyer harmless under Section 10.1 for all Buyer's Indemnifiable Losses aggregating in excess of $50,000.00. Notwithstanding the first sentence of this Section, Seller’s obligations respecting indemnifying and holding Buyer harmless with respect to Buyer's Indemnifiable Losses, if any, arising with respect to Section 3.3 will not be limited by the Seller’s Deductible.

The indemnification provided for in Section 10.2 will not apply unless, and will apply only to the extent that a Seller’s Indemnifiable Loss exceeds $10,000.00 and that the aggregate of Seller’s Indemnifiable Losses without regard to the amount of any single Seller's Indemnifiable Loss exceeds $50,000.00 ("Buyer's Deductible"). Notwithstanding the preceding sentence, if the aggregate of Seller's Indemnifiable Losses without regard to the amount of any single Seller’s Indemnifiable Loss equals or exceeds $100,000, Buyer will have the obligations respecting indemnifying and holding Seller harmless under Section 10.2 for all Seller’s Indemnifiable Losses aggregating in excess of $50,000.00.

10.4) Remedies. Each party will be entitled to specific performance of their respective obligations to purchase and sell the Stock as set forth in this Agreement and such relief will be in addition to and not in limitation of any and all other remedies each party may have in law and at equity for the enforcement of such party's rights under this Agreement.

10.5)

Survival. This Article will survive any termination of this Agreement.

ARTICLE 11.

OTHER PROVISIONS

11.1) Further Assurances. At such time and from time to time on and after the Closing Date upon request by another party, Seller and Buyer will execute, acknowledge and deliver, or will cause to be done, executed, acknowledged and delivered, all such further acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances that may be required for transferring, assigning, and delivering to Buyer, or to Buyer's respective successors and assigns, all of the Stock or to otherwise carry out the purposes of this Agreement.

11.2) Complete Agreement. The Schedules and Exhibits to this Agreement will be construed as an integral part of this Agreement to the same extent as if they had been set forth verbatim in this Agreement. This Agreement and the Schedules and Exhibits to this Agreement, constitute the entire agreement between the parties to this Agreement with respect to the subject matter of this Agreement and supersede all prior agreements, whether written or oral, relating to this Agreement. Seller may, in Seller’s discretion and for Seller’s convenience, include in the Schedules to this Agreement items that are not material, and such inclusions will not be deemed to be an agreement or admission by Seller, Xxxxxxxxx Equipment, or Buyer that such items are material or otherwise be used to interpret the meaning of such term for purposes of this Agreement or otherwise. Information disclosed in any Schedule will be deemed disclosed and incorporated into any other representation, warranty and Schedule where such disclosure would be appropriate. No representation, warranty, promise, inducement or statement of intention made by any party that is not embodied in this Agreement may be relied upon for any purpose by any party.

11.3) Survival. The representations, warranties, covenants and agreements contained in this Agreement will survive the Closing but, other than those respecting title to the Stock, expire at the end of 18 months after the Closing Date. Expiration of a representation, warranty, covenant or agreement pursuant to this Section shall not limit or otherwise affect the right of a party to indemnification under Article 10 if notice was sent to the party from whom indemnification is sought of the basis for such claim to indemnification prior to such expiration.

11.4) Waiver, Discharge, Amendment, Etc. The failure of any party to this Agreement to enforce at any time any of the provisions of this Agreement, including the election of such party to proceed with the Closing despite a failure of any condition to such party's closing obligations to occur, will in no way be construed to be a waiver of any such provision, nor in any way to affect the validity of this Agreement or any part thereof or the right of the party thereafter to enforce each and every such provision. No waiver of any breach of this Agreement will be held to be a waiver of any other or subsequent breach. This Agreement may be amended by Buyer and Seller at any time prior to the Closing Date. Any amendment to this Agreement must be in writing and signed by Buyer and Seller.

11.5) Notices. Any notice required or permitted under this Agreement will be deemed sufficiently given or served when personally delivered (in person, by commercial courier service, by facsimile with confirmed transmission, or otherwise) or forty-eight (48) hours after mailed by registered or certified mail to the parties at:

if to Seller, to:

Xxxxxx Xxxxxxxxx

X.X. Xxx 00

Xxxxxx, XX 00000

and if to Buyer, to:

Heartland, Inc.

Xxxxx #000

0000 Xxxxxxxxx Xxxx

Xxxxxxxx, XX 00000

and any party may by like written notice at any time designate a different address to which notices will subsequently be sent.

11.6) Public Announcement. The parties intend all future statements or communications to the public or press regarding this Agreement or the transactions contemplated by this Agreement made on or before the Closing Date will be mutually agreed upon by them. Neither party will on or before the Closing Date, without such mutual agreement or the prior consent of the other, issue any statement or communication to the public or to the press regarding this Agreement, or any of the terms, conditions or other matters with respect to this Agreement, except as required by law or the rules of all relevant exchanges and then only: (a) upon the advice of such party's legal counsel; (b) to the extent required by law or the rules of Exchange; and (c) following prior notice to, and consultation with, the other party (which notice will include a copy of the proposed statement or communication to be issued to the press or public).

11.7) Expenses. Buyer will pay all expenses of Buyer incident to this Agreement and the preparation for, documentation of and consummation of, the transactions provided for in this Agreement, Seller will pay all expenses of Seller incident to this Agreement and the preparation for, documentation of and consummation of, the transactions contemplated by this Agreement.

11.8) Governing Law. This Agreement will be governed by and interpreted in accordance with the laws of the State of Minnesota, including all matters of construction, validity, performance and enforcement..

11.9) Successors and Assigns. This Agreement will be binding upon and inure to the benefit of the parties to this Agreement and the successors or assigns of the parties to this Agreement.

11.10) Titles and Headings; Construction. The Table of Contents, titles and headings to the Articles and Sections in this Agreement are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement. This Agreement will be construed without regard to any presumption or other rule requiring construction of this Agreement against the party causing this Agreement to be drafted.

11.11) Benefit. Nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties to this Agreement or their respective successors or assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

11.12) Counterparts. This Agreement may be executed in any number of counterparts, each of which will be deemed as original and all of which together will constitute one instrument.

11.13) Time of Essence. Time is of the essence of any rights or obligations of the parties under this Agreement where a time period is specified.

IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed in the manner appropriate for each, and to be dated as of the date written on the first page of this Agreement.

/S/ Xxxxxx Persinger______________

Xxxxxx Xxxxxxxxx

XXXXXXXXX EQUIPMENT, INC.

By_/S/ Xxxxxx Persinger___________

Xxxxxx Xxxxxxxxx, Its President

Heartland, Inc.

By_/S/ Trent Sommerville_________

Xxxxx Xxxxxxxxxxx

Its Chief Exectuive Officer

Document Metadata

Table of Contents

STOCK PURCHASE AGREEMENT

Document Metadata