Bemidji Distributing Co., Inc. - Page 9




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               Franchise and Territory Protection: BDC has agreements                 
                    with its suppliers providing certain rights to the                
                    wholesaler in its relationship with the supplier                  
                    and granting exclusive territories which is                       
                    supported by a strong state beer franchise law.                   

          Regarding the nature of sale, price, and terms, the package                 
          states:                                                                     
                                        VIII.                                         
                           Nature of Sale, Price and Terms                            
                  Assets Purchased from BDC and Owner, Individually                   
                                   Nature of Sale                                     
               Sale of certain corporate assets which are within the                  
               general categories set forth below and a covenant not                  
               to compete and a consulting agreement from the owner                   
               individually.                                                          
                                        Price                                         
                    Asset                        Price                                
          Accounts Receivable           $60,000   (1)                                 
               Inventories                   300,000   (1)                            
          Equipment                          105,000   (2)                            
          Warehouse and Land            300,000                                       
          Intangibles                          1,200,000   (3)                        
          Total                     1,965,000                                         
               Notes: (1) These are estimates; actual amounts will                    
               be determined at closing with inventory                                
               priced at current laid-in-costs, i.e.,                                 
               current supplier prices and freight charges                            
               and taxes.                                                             
               (2) As these assets will likely change in                              
               the normal course of business, the purchase                            
               price will change accordingly.                                         
               (3) Intangibles amount to be allocated among                           
               company intangible assets (customer lists,                             
               franchise rights, goodwill, etc.) and                                  
               agreements with owner.                                                 
                                   Terms--Cash                                        






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Last modified: May 25, 2011