Offer Review Draft

Purchase Price. The purchase price is [purchase price to be confirmed].

Deposit. The deposit is [deposit amount to be confirmed] payable to BAY STREET GROUP INC., IN TRUST within twenty-four (24) hours after acceptance.

Closing Date. The target closing date is [closing date to be confirmed].

Main Conditions. Financial review, sales verification, financing, and lease/landlord approval conditions apply before the buyer is fully committed.

Due Diligence Condition. This Agreement is conditional upon the Buyer, in the Buyer's sole and absolute discretion, being satisfied with its due diligence review of the Business on or before seven (7) business days after acceptance of this Offer.

Sales Verification / Sales Check Condition. This Agreement is conditional upon the Buyer, in the Buyer's sole and absolute discretion, verifying and being satisfied with the sales/revenue of the Business, including review of POS reports, bank deposits, tax filings, merchant statements, delivery platform statements, and/or other supporting records, on or before three (3) business days after completion of the sales check period.

Financing Condition. This Agreement is conditional upon the Buyer obtaining financing satisfactory to the Buyer on or before thirty (30) business days after acceptance of this Offer.

Lease Review / Assignment Condition. This Agreement is conditional upon the Buyer reviewing and being satisfied with the lease and obtaining landlord consent to assignment or a new lease on terms satisfactory to the Buyer on or before thirty (30) business days after acceptance of this Offer.

Seller Continued Marketing / Other Offers During Conditions. Notwithstanding anything contained in this Agreement, until all of the Buyer's conditions have been waived or fulfilled in writing, the Seller shall be entitled to continue to market the Business and to negotiate with, receive, consider, accept, or enter into any other offer or agreement with any other prospective purchaser. If the Seller accepts another offer before the Buyer has waived or fulfilled all conditions, the Seller shall give written notice to the Buyer, and the Buyer shall have forty-eight (48) hours from receipt of such notice to waive all outstanding conditions and proceed with this Agreement, failing which this Agreement shall become null and void and the deposit shall be returned to the Buyer in accordance with this Agreement.

Seller Records and Representations. The Seller shall provide books, records, and information reasonably required for due diligence, and confirms that the information provided is true and complete to the best of the Seller's knowledge, subject to legal review.

Equipment and Chattels Included. The purchase includes the equipment, chattels, fixtures, and assets used in the operation of the Business, except those expressly excluded in writing.

Employee Transition. The Seller shall provide employee information reasonably required for the Buyer to assess post-closing staffing, subject to privacy and employment law requirements.

Gift Cards / Prepaid Liabilities. The Seller shall disclose all outstanding gift cards, prepaid packages, deposits, memberships, loyalty credits, and similar customer liabilities, and the parties shall adjust or allocate responsibility for such amounts on closing.

Seller Training and Transition. The Seller shall provide training and transition support to the Buyer for two (2) weeks after closing after closing at no additional cost, unless otherwise agreed in writing.

Training Details. Seller training shall include ten (10) business days days or hours reasonably required for transition, as agreed by the parties hours of support covering operations, suppliers, staff transition, recipes/processes, POS systems, customer handling, and other agreed topics.

Tax / HST / Allocation Review. This Agreement is conditional upon the Buyer and its professional advisors being satisfied with the tax, HST/GST, and purchase price allocation treatment of the transaction on or before ten (10) business days after acceptance of this Offer.

Non-Competition / Non-Solicitation. The Seller shall not compete with or solicit customers/employees of the Business for twenty-four (24) months after completion within a radius of ten (10) kilometres from the premises, subject to applicable law and legal review.

Transaction Confidentiality. The Buyer shall keep confidential all non-public information regarding the Business and shall not disclose such information except to its professional advisors or as required for due diligence, financing, or completion of the transaction.

Closing Deliverables. On or before closing, the Seller shall deliver keys, alarm codes, passwords, equipment lists, supplier information, training materials, permits/licenses to the extent transferable, and other closing deliverables reasonably required for transition of the Business.

Condition Waiver / Notice Mechanics. Any waiver, fulfillment, or non-fulfillment notice for conditions shall be delivered in writing on or before the applicable condition deadline, failing which the Agreement shall be dealt with in accordance with its terms.