VEHICLE PURCHASE AGREEMENT

This VEHICLE PURCHASE AGREEMENT ("Agreement"), dated as of

___________________, 2019, by and between the ______________ (“Buyer”) and

____________ (“Seller”).

WITNESETH

WHEREAS, Seller is the sole owner of a _______________ (the “Vehicle”); and

WHEREAS, Seller desires to sell and Buyer desires to purchase such Vehicle subject to

the terms and conditions set forth herein; and

WHEREAS, the parties hereto also desire to enter into and make certain representations,

warranties, covenants, conditions and agreements in connection herewith as hereinafter set forth.

NOW, THEREFORE, in consideration of the promises, mutual covenants and

agreements contained herein, Seller and Buyer, intending to be legally bound, hereby agree as

follows:

Section 1. Purchase and Sale of Vehicle.

Subject to and in reliance upon the respective representations, warranties and agreements

of the other party herein set forth for the Purchase Price (as defined in Section 2 and subject to

the terms and conditions herein contained, on the Closing Date (as defined in Section 3), Seller

agrees to convey, sell, assign, transfer and deliver to Buyer, and Buyer agrees to purchase and

accept all right, title and interest in and to the Vehicle.

 Section 2. Purchase Price and Payment.

(a) Purchase Price. Subject to the terms and conditions of this Agreement, Buyer

shall pay or cause to be paid to Seller the amount of E__________________________________

(the “Purchase Price”) in a ____________________.

Section 3. The Closing.

(a) Consummation of the transactions contemplated hereunder (the "Closing") shall

take place at _________________________________________on ______________________.

(b) The parties agree to execute all documents necessary to transfer title of the

Vehicle to Buyer and to cause the Purchase Price to be paid to Seller.

Section 4. Seller's Representations and Warranties. Seller represents, warrants and

agrees as follows as of the date hereof and as of the Closing Date:

(a) Status. Seller is a __________ and has full power to own and sell the Vehicle.

(b) Authority. Seller has taken all requisite action authorizing Seller to enter into this

Agreement and to execute and deliver all documents contemplated hereby, together with such

other documents, as may be reasonably requested by Buyer. The signature appearing at the end

of this Agreement is valid, has been voluntarily affixed and binds the Seller to the terms of this

Agreement. Seller’s execution and delivery of this Agreement and performance of the

obligations hereunder, (i) do not require the consent, approval, authorization, order, registration,

filing or qualification of or with any court, any regulatory, and any other governmental body, or

any other person or entity; and (ii) do not constitute a violation of, or default under, any term or

provision of any indenture, mortgage, deed of trust, or other contract to which Seller is a party,

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or by which Seller is otherwise bound.

(c) Good and Marketable Title to the Vehicle. Seller has, and at the Closing, will

have good and marketable title to the Vehicle being sold, transferred and assigned under this

Agreement, free and clear of all liens, mortgages, pledges and encumbrances of any kind

whatsoever.

(d) No Litigation. There are no suits, actions, or legal, administrative, arbitration or

other proceedings or governmental investigations pending or, to the knowledge of Seller,

threatened, which materially adversely affect the title or interest of Seller in the Vehicle.

(e) Broker's or Finder's Fees. No agent, broker, investment banker, or other person or

firm acting on behalf of Seller or under its authority is or will be entitled to any broker's or

finder's fees or any other commission or similar fee, directly or indirectly, from either party

hereto in connection with the transactions contemplated by this Agreement. Seller hereby agrees

to indemnify and hold Buyer harmless against any claim for any such fee or commission arising

out of Seller's conduct or actions in connection with such transactions.

(f) Accuracy of Information. No statement made by Seller herein and no information

provided by Seller herein, contains any untrue statement of a material fact or omits a material

fact necessary to make the statements contained herein not misleading and there is no fact which

Buyer has not disclosed to Seller in writing which materially affects adversely nor, so far as

Buyer can now foresee, will materially affect adversely Buyer's performance of this Agreement

and consummation of the transactions contemplated hereby.

(g) Taxes. Seller warrants that no sales or transfer taxes are or will be due and owing

as a result of this sale and purchase and that if any such taxes accrue, Seller shall be responsible

for any sales or transfer or use taxes related to its sale of the Vehicle.

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 Section 5. Buyer's Representations and Warranties. Buyer represents, warrants and

agrees as follows:

(a) Status. As of the Closing Date, Buyer will have full power to purchase this

Vehicle.

(b) Authorization of Agreement; No Breach. The signature appearing at the end of

this Agreement is valid, has been voluntarily affixed and binds the Buyer to the terms of this

Agreement. Buyer's execution and delivery of this Agreement and performance of the

obligations hereunder, (i) do not require the consent, approval, authorization, order, registration,

filing or qualification of or with any court, any regulatory, or any other governmental body or

any other person or entity; and (ii) do not constitute a violation of, or default under, any term or

provision of any other contract to which Buyer is a party, or by which Buyer is otherwise bound.

(c) Broker's or Finder's Fees. No agent, broker, investment banker, or other person or

firm acting on behalf of Buyer or under its authority is or will be entitled to any broker's or

finder's fee or any other commission or similar fee, directly or indirectly, from either party hereto

in connection with the transactions contemplated by this Agreement.

(d) Accuracy of Information. No statement made by Buyer and no information

provided by Buyer herein or in connection with the negotiations covering the purchase and sale

of the Vehicle contain any untrue statement of a material fact or omits a material fact necessary

to make the statements contained therein or herein not misleading, and there is no fact which

Buyer has not disclosed to Seller in writing which materially affects adversely nor, so far as

Buyer can now foresee, will materially affect adversely Buyer's performance of this Agreement

and consummation of the transactions contemplated hereby.

Section 6. Affirmative Covenants of Seller. Between the date of this Agreement and

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the Closing Date, Seller will:

(a) Maintain the Vehicle in its present good operating condition, repair and order,

reasonable wear and tear in ordinary usage excepted.

Section 7. Buyer's Performance. The obligations of Buyer hereunder are subject to the

satisfaction on or before the Closing Date of each of the following conditions:

(a) The representations and warranties of Seller contained in this Agreement shall be

true and correct in all material respects when made and at and as of the time of Closing as though

made at and as of such time, and each and all of the agreements and conditions of Seller to be

performed on or prior to the Closing hereunder pursuant to the terms of this Agreement shall

have been duly performed and complied with in all material respects and Seller shall have

delivered to Buyer a certificate dated as of the Closing Date, to such effect.

(b) This Agreement has been duly authorized, executed and delivered by Seller and is

a valid and binding obligation of Seller, enforceable against Seller in accordance with its terms.

(c) No suit, litigation, action, investigation or proceeding of any kind, legal or

administrative, shall have been instituted, or threatened before any court or governmental

agency, which could materially adversely affect the Vehicle or Seller’s ability to sell the vehicle

to buyer.

(d) All steps to be taken and all instruments of transfer, resolutions, papers and other

documents to be executed, and all other legal matters in connection with the transactions

contemplated by this Agreement shall be reasonably satisfactory in legal form and effect to

counsel for Buyer.

Section 8. Seller's Performance. The obligations of Seller hereunder are subject to the

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satisfaction on or before the Closing Date of each of the following conditions:

(a) All payments hereunder which are due and payable by Buyer on or before the

Closing Date hereunder shall have been paid in accordance with the terms of this Agreement,

and Buyer shall have executed and delivered all of the documents required of Buyer herein.

(b) The representations and warranties of Buyer contained in this Agreement shall be

true in all material respects at and as of the Closing Date.

(c) The Buyer shall have performed and complied with each and all of the

agreements and conditions required by this Agreement to be performed or complied with by it in

all material respects prior to or at the Closing hereunder and Buyer shall have delivered to Seller

a certificate, dated as of the Closing Date, to such effect.

(d) This Agreement has been duly authorized, executed and delivered by Buyer and is

a valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms.

(e) No suit, action, investigation or legal or administrative proceeding shall be

threatened or pending before any court or governmental agency which is likely to result in the

restraint, prohibition or the obtaining of damage against Buyer or other relief in connection with

the consummation of the transactions contemplated hereby.

(f) All steps to be taken and all instruments of transfer, resolutions, papers and other

documents to be executed, and all other legal matters in connection with the transactions

contemplated by this Agreement shall be reasonably satisfactory in legal form and effect to

counsel for Seller.

Section 9. Risk of Loss. The risk of any loss, damage or destruction to the Vehicle to be

transferred to Buyer hereunder shall be borne by Seller at all times prior to the Closing

hereunder. Upon the occurrence of any damage to the Vehicle to be transferred hereunder prior

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to Closing, Seller shall notify Buyer of same in writing immediately stating with particularity the

extent of loss or damage incurred, the cause thereof if known and the extent to which restoration,

replacement and repair of the property or assets lost or destroyed will be reimbursed under any

insurance policy with respect thereto. Subject to the provisions hereof, if such loss or damage is

not cured and restored by the Closing Date, Buyer shall have the option (but not the obligation)

exercisable on the Closing Date to:

(i) Terminate this Agreement.

(ii) Postpone the Closing for a period not to exceed thirty (30) days or such

time as the property has been completely repaired, replaced or restored, whichever is the lesser.

(iii) Elect to consummate the Closing and accept the property in its "then"

condition, in which event Seller shall assign to Buyer all rights under any insurance claim

covering the loss and pay over to Buyer any proceeds under any such insurance policy

theretofore received by Seller with respect thereto. Seller shall also pay over to Buyer an amount

equal to any and all deductibles on said insurance policies so that Buyer shall be entitled to

receive the face amount of the insurance and not the fact amount less any deductibles should it

elect to pursue the rights granted by this Section 9 (iii).

Section 10. Seller's Performance at Closing. At the Closing hereunder, Seller will:

(a) Deliver to Buyer a bill of sale and all other appropriate documents and

instruments in form and substance satisfactory to Buyer’s counsel conveying to Buyer good and

marketable title to the Vehicle free and clear of any mortgages, liens, attachments, conditional

sales contracts, claims or encumbrances of any kind whatsoever.

(b) Deliver to Buyer copies of resolutions of Seller authorizing the execution of this

Agreement and the consummation of the transactions described herein.

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 Section 11. Buyer's Performance at Closing. At the Closing Buyer will:

(a) Pay the Purchase Price and any other amounts set forth in Section 2 hereof.

Section 12. Default.

(a) In the event of a material breach by Seller of its representations, warranties or

agreement hereunder, ten (10) days after written notice to that effect from Buyer, Buyer shall, if

Seller has not commenced the necessary action or actions to cure such breach within five (5)

days after written notice from Buyer or if not cured within ten (10) days, Buyer shall have, in

addition to all other remedies that may be available to it under this Agreement, the option to

enforce the terms of this Agreement by decree of specific performance, it being agreed that the

Vehicle to be transferred hereunder is unique and not readily available in the open market. If

Buyer successfully pursues an action for specific performance pursuant to the terms of this

Section, Seller hereby agrees to pay all costs associated with such an action, including but not

limited to reasonable attorneys' fees and all court costs.

(b) In the event of a material breach by Buyer of its representations, warranties, or

agreements hereunder, thirty (30) days after written notice to that effect from Seller, Seller may,

as its exclusive remedy if Buyer has not commenced the necessary act or actions to cure such

breach within ten (10) days after written notice from Seller or if not cured within thirty (30) days,

if it is not in default hereunder, terminate this Agreement by notice to Buyer.

Section 13. Miscellaneous.

(a) Assignment; Successors, Assigns, Etc. This Agreement may not be assigned or

conveyed by either party without the prior written consent of the other party hereto.

(b) Construction. This Agreement shall be construed and enforced in accordance

with the laws of the State of Michigan.

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 (c) Counterparts. This Agreement may be executed simultaneously in any number of

counterparts, each of which shall be deemed an original, but all of which shall constitute one and

the same instrument.

(d) Notices. Any notices or other communications shall be in writing unless

otherwise stated, and shall be considered to have been duly given when deposited into certified

mail, postage prepaid, return receipt requested:

(i) If to Buyer to:

___________________
___________________
___________________

With a copy to:

___________________
___________________
___________________

(ii) If to Seller, to:

__________________
__________________
__________________

(e) Modification and Waiver. No modification or waiver of any provisions of this

Agreement, and no consent by any party to any departure therefrom by another, shall be effective

unless such modification or waiver shall be in writing and signed by the other party hereto, and

the same shall then be effective only for the period and on the conditions and for the specific

instances and purposes specified in such writing. No notice to or demand on any party in any

case shall entitle it to any or further notice or demand in similar or other circumstances.

(f) Captions. The captions of the various sections and articles of this Agreement

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have been inserted only for the purposes of convenience; such captions are not a part of this

Agreement and shall not be deemed in any manner to modify, explain, enlarge or restrict any of

the provisions of this Agreement.

(g) Remedies Cumulative. Except as otherwise expressly provided herein, the

remedies provided in this Agreement shall be cumulative and shall not preclude the assertion by

any party of any other rights or the seeking of any other remedies against another party.

(h) Entire Agreement. This Agreement, including the Exhibits, Schedules, lists and

other documents and writings referred to here or delivered pursuant hereto, which form a part

hereof, contain the entire Agreement among the parties hereto with respect to the transactions

contemplated hereby. This Agreement may only be amended by a writing duly executed by each

of the parties hereto.

(i) Attorneys' Fees. If any party to this Agreement brings an action to enforce its

rights hereunder or as a result of the default of the other party hereto, the prevailing party in such

action shall be entitled to recover its costs and expenses, including reasonable attorneys' fees, in

any such action and appeal from the other party.

(j) Exclusivity. Prior to the Closing, Seller shall not solicit, initiate, participate in

discussions or negotiations concerning, the sale of the Vehicle to any other person.

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 IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed

and through their duly authorized officers on the date and year first above written.

WITNESSES: SELLER:

______________________________

______________________________ BUYER:

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