EXHIBIT 10.1
November 7, 2007
BINDING TERM SHEET FOR PURCHASE AGREEMENT
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TO: XXX XXXXXX
0000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
This binding Term Sheet is made by and between Xxx Xxxxxx, an individual and
owner of the 29 East Main Cafe ("Xxxxxx") and Smoky Market Food, Inc., a Nevada
corporation ("Company").
Xxxxxx agrees to sell and the Company agrees to purchase all rights to the
equipment, leasehold improvements, and existing lease with minimum five-year
option extension (collectively the "Assets") for the restaurant located at 00 X.
Xxxx, Xxx Xxxxx, XX. The agreed purchased price for the Assets is $150,000,
which is to be paid in the forms of cash and restricted shares of common stock
of the Company as follows:
o $5,000 to be paid upon execution of this binding Term Sheet.
o $40,000 to be paid from proceeds of the Company's private
stock offering, but not later than 60 days from the date of
this Term Sheet.
o $25,000 to be paid within 30 days following the opening of the
restaurant by the Company, but not later than 120 days from
the date of this Term Sheet.
o $80,000 to be paid by the issuance of 228,571 shares of
restricted common stock (the "Shares"). The Company agrees to
indemnify Xxxxxx from any loss of the principal selling price
by a repurchase guarantee to remain in force for 12 months,
meaning that should the Shares not be worth a minimum of
$80,000 at the end of 12 months, then the Company would (at
Xxxxxx'x option) repurchase the Shares for $80,000 plus
accrued interest at 9% from the date the agreement was
executed.
Page Two
November 7, 2007
In connection with the issuance of the Shares, Xxxxxx agrees to provide
certain consulting services to the Company for 12 months from the date of the
purchase agreement, which services shall include:
o Consulting to the remodeling of the restaurant by i) arranging
required permits and ii) arranging for qualified contractors
for specific construction.
o Consulting to menu applications for new items.
o Consulting to local advertising and promotional programs.
ACCEPTED BY: /s/ Xxxxxx Xxxxxxxx DATE: November 7, 2007
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Xxxxxx Xxxxxxxx, CEO
/s/ Xxx Xxxxxx DATE: November 7, 2007
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Xxx Xxxxxx, Owner
