Business Sale Agreement Template

BUSINESS SALE AGREEMENT

This Business Sale Agreement (this "Agreement") is entered into as of 15 June 2026 by and between Alpine Roastery Ltd. ("Vendor") and Kea Coffee Group Limited ("Purchaser"). This Agreement records the sale and purchase of the business assets (and not the shares) of Alpine Roastery, located at 45 Victoria Street, Christchurch Central, Canterbury 8013 (the "Business"). The Business is described as: Specialty coffee roasting and wholesale distribution business including roasting equipment, wholesale client contracts in the Christchurch and Dunedin metropolitan areas, brand assets (trade marks and recipes) and direct supplier relationships with three single-origin importers.. This Agreement is governed by the Contract and Commercial Law Act 2017 (CCLA 2017) and the laws of New Zealand. The parties agree as follows:

Subject to the terms of this Agreement, the Vendor agrees to sell and the Purchaser agrees to purchase the Business as a going concern, including the following assets (the "Business Assets"): (a) the goodwill of the Business; (b) the right to use the trading name Alpine Roastery; (c) all plant, equipment, fixtures, fittings, motor vehicles and chattels used in the Business as set out in the Schedule; (d) all customer contracts, client lists and supplier agreements to the extent assignable (with consent where required); (e) all intellectual property of the Business — trademarks (whether registered under the Trade Marks Act 2002 or unregistered), copyrights under the Copyright Act 1994, patents under the Patents Act 2013, registered designs, domain names and proprietary know-how; (f) all licences, permits and consents required for the Business to the extent transferable; and (g) such other assets as the parties record in writing. Specific additional assets included: Three Diedrich IR-12 commercial roasters, two La Marzocco GB5 espresso machines, four Loring smart roasters under finance with Westpac (to be paid out at Settlement), two refrigerated delivery vans (registration plates CRY127, CRY128), bagging and labelling line..

Excluded. Unless expressly included, the following are excluded: cash on hand and in bank accounts, accounts receivable up to Settlement, tax refunds attributable to the period before Settlement, and personal effects of the Vendor and its directors.

Stock in trade is included in the sale at a value determined by a physical stocktake conducted not earlier than two (2) Business Days before the Settlement Date by a mutually agreed stocktaker (or the parties' respective representatives). The cost of any independent stocktaker is shared equally. The stock value is estimated at $15,000.00 and is additional to the Purchase Price set out in clause 3, paid by the Purchaser on Settlement against tax invoice.

The total purchase price for the Business Assets (excluding stock unless expressly included in clause 2) is $480,000.00 (the "Purchase Price"). The Purchase Price is paid as follows: (a) a deposit of $48,000.00 on signing of this Agreement, held in the Purchaser's solicitor's trust account on terms that it is released to the Vendor on Settlement; and (b) the balance of the Purchase Price in cleared funds on the Settlement Date.

GST — Zero-rated going concern. The parties confirm that: (i) both Vendor and Purchaser are (or will be by Settlement) registered for GST under the Goods and Services Tax Act 1985; (ii) the supply is of a taxable activity that is a going concern capable of being carried on by the Purchaser; (iii) the parties intend the supply to be zero-rated as a going concern under s 11(1)(m) GSTA 1985; and (iv) this Agreement is the written record of that intention as required by s 11(1)(m)(ii). If any condition is not satisfied at Settlement, the supply will not be zero-rated and the Purchaser shall pay GST in addition to the Purchase Price against tax invoice. Each party shall promptly notify the other if any condition ceases to be satisfied.

Under the purchase price allocation (PPA) rules introduced by the Taxation (Annual Rates for 2020-21, Feasibility Expenditure, and Remedial Matters) Act 2021 (in force 1 July 2021) and now in subpart GC of the Income Tax Act 2007, where the total purchase price of mixed assets is NZD 1,000,000 or more (including GST), the parties must adopt a consistent allocation between asset classes for income-tax purposes (depreciable property, trading stock, financial arrangements, revenue-account property, and other property such as goodwill). The parties agree the following indicative allocation, to be confirmed in writing prior to Settlement: goodwill and intangibles 55%, plant, equipment and fixtures 35%, stock in trade 10%, and the balance to other tangible assets. Each party shall use this allocation in its tax returns and, if required, in any notification on Inland Revenue form IR1117. The parties acknowledge that Inland Revenue applies scrutiny to mis-matched allocations and may substitute its own values under the residual rules.

Settlement occurs on 1 August 2026 (the "Settlement Date") at the offices of the Vendor's solicitor (or as the parties agree). On Settlement: (a) the Vendor delivers to the Purchaser possession and control of all Business Assets, all keys, access codes, passwords, server credentials, and originals of all business records, contracts, customer files, and tax records; (b) the Purchaser pays the balance of the Purchase Price (plus stock value where applicable, plus GST if not zero-rated) in cleared funds; (c) the Vendor executes the bill of sale, assignments of intellectual property and any other transfer documents; (d) the Vendor provides a release of any Personal Property Securities Register (PPSR) financing statements (under the Personal Property Securities Act 1999) over the Business Assets; and (e) responsibility for all liabilities and obligations arising on or after Settlement passes to the Purchaser.

Risk. Risk in the Business Assets remains with the Vendor until Settlement, after which risk passes to the Purchaser. Insurance. The Vendor shall maintain all existing material damage, business interruption, public liability and other insurance over the Business and the Business Assets at agreed levels until Settlement, and shall not allow any policy to lapse, be reduced or be cancelled without the Purchaser's written consent. Conduct of business. Between the date of this Agreement and Settlement the Vendor shall: (a) carry on the Business in the ordinary course with due skill and diligence; (b) maintain the Business Assets in their current condition, fair wear and tear excepted; (c) not enter into any material new contract, capital commitment exceeding NZD 25,000, or termination of a material contract without the Purchaser's prior written consent (not to be unreasonably withheld); (d) not increase wages, salaries or other remuneration other than in the ordinary course; (e) give the Purchaser and its advisers reasonable access to the Business premises, records and personnel on reasonable notice; and (f) promptly notify the Purchaser of any material adverse change or claim affecting the Business.

This Agreement is conditional on each of the following being satisfied or waived prior to Settlement:

(a) Due Diligence: the Purchaser completing financial, legal, tax and operational due diligence to its satisfaction within 20 Business Days of the date of this Agreement, which condition is for the sole benefit of the Purchaser and may be waived by it by written notice; (b) Lease assignment: the landlord of the Business premises consenting in writing to the assignment (or grant of a new lease) on terms acceptable to the Purchaser, with the Vendor procuring such consent under the existing lease and the Property Law Act 2007; (c) Material approvals: any regulatory, franchisor or third-party consents necessary to transfer the Business Assets being obtained.

If any condition is not satisfied or waived by the relevant date, either party may cancel this Agreement by written notice to the other (provided the cancelling party is not in breach), in which case the deposit is refunded to the Purchaser in full and neither party has any further liability to the other, save for accrued rights and obligations.

Continuity. This Agreement does not, of itself, transfer employees of the Business to the Purchaser. The parties shall consult in good faith on the future of employees and, on or before the date specified in section 69G(1)(d) of the Employment Relations Act 2000, the Vendor shall provide each employee with the information required by s 69G ERA 2000.

Election to transfer (Part 6A vulnerable workers). Where an employee is engaged in a sector covered by Part 6A of the ERA 2000 (cleaning, food catering, laundry or orderly services), that employee is entitled under section 69I ERA 2000 to elect to transfer to the Purchaser on the same terms and conditions immediately before the specified date, and is not entitled to redundancy entitlements from the Vendor solely because of the transfer.

Vendor responsibility. The Vendor shall pay all employee entitlements accrued up to (and including) the Settlement Date — wages, holiday pay and other accrued leave under the Holidays Act 2003, KiwiSaver employer contributions under the KiwiSaver Act 2006, PAYE and ACC levies. The Vendor indemnifies the Purchaser against any claim by an employee for any entitlement accrued prior to Settlement.

The Vendor warrants that all personal information held in connection with the Business has been collected, used, stored and disclosed in compliance with the Privacy Act 2020 and the thirteen Information Privacy Principles. On Settlement, customer and employee personal information is transferred to the Purchaser solely to the extent reasonably necessary for the continued operation of the Business — under IPP 11(1)(e) (one of the purposes for which the information was obtained or directly related to it). The parties acknowledge that the Office of the Privacy Commissioner's guidance on business transfers applies. The Vendor shall notify any actual or suspected notifiable privacy breach arising before Settlement under Part 6 Privacy Act 2020 within 72 hours and indemnifies the Purchaser against pre-Settlement breaches.

This Agreement is governed by and construed in accordance with the laws of New Zealand, including the Contract and Commercial Law Act 2017, the Fair Trading Act 1986, the Goods and Services Tax Act 1985 and the Income Tax Act 2007. The parties submit to the exclusive jurisdiction of the courts of Canterbury, New Zealand.

Entire agreement. This Agreement records the entire agreement of the parties and supersedes all prior negotiations and agreements relating to its subject matter. Amendment. Any variation must be in writing and signed by both parties. Severability. If any provision is held unenforceable, the remainder continues in full force and the unenforceable provision is read down to the minimum extent necessary. Counterparts and electronic execution. This Agreement may be signed in counterparts and executed electronically under Part 4 of the Contract and Commercial Law Act 2017. Notices. Notices must be in writing and may be delivered by hand, by post or by email to the addresses above. Independent advice. Each party acknowledges that it was given a reasonable opportunity to obtain independent legal, tax and accounting advice before signing this Agreement, and confirms it has done so or has waived that opportunity.

The Vendor warrants and represents to the Purchaser, as at the date of this Agreement and as at the Settlement Date, that:

(a) Title and authority — the Vendor has full legal title to, and authority to sell, the Business Assets free of all security interests, encumbrances and PPSR registrations, save those listed in the Schedule;
(b) Compliance — the Business has been conducted in compliance with all applicable New Zealand laws, including the Fair Trading Act 1986, the Health and Safety at Work Act 2015, the Privacy Act 2020, applicable employment laws, the Resource Management Act 1991 (where land/operations are relevant), and tax laws;
(c) Financial accuracy — all financial statements, management accounts and trading information provided to the Purchaser are true, accurate and not misleading, prepared in accordance with NZ IFRS for SMEs (or, for smaller businesses, on a consistent accounting basis), and there has been no material adverse change since the most recent statements;
(d) Litigation — there is no pending or threatened litigation, dispute, investigation or regulatory proceeding affecting the Business or the Business Assets;
(e) Licences and permits — all licences, permits and consents required to operate the Business are current and in good standing;
(f) Contracts — all material contracts are valid, binding and enforceable; no material customer or supplier has given notice of intention to terminate or materially reduce its dealings with the Business;
(g) Intellectual property — the Vendor owns or has the right to use all intellectual property used in the Business, and is not aware of any infringement;
(h) Tax — all returns, registrations and filings under the Income Tax Act 2007, GSTA 1985, KiwiSaver Act 2006 and Holidays Act 2003 have been made on time and tax liabilities have been met or fully provisioned;
(i) Employees — the schedule of employees provided is complete and accurate, and there are no outstanding personal grievances, ERA 2000 claims or Holidays Act 2003 reconciliation liabilities (including the 2024 Holidays Act review compliance);
(j) Full disclosure — the Vendor has disclosed every matter material to the Purchaser's decision to enter into this Agreement.

These warranties survive Settlement for 24 months (tax warranties survive until the statute-barred date). The Purchaser's right to claim is subject to: a minimum threshold of NZD 5,000 per claim, an aggregate threshold of NZD 25,000 below which no claim arises, and an aggregate cap equal to the Purchase Price.

The Vendor indemnifies, defends and holds harmless the Purchaser against all losses, damages, costs (including reasonable legal costs on a solicitor-and-own-client basis) and expenses arising from:

- Pre-Settlement liabilities — any liability or obligation of the Business arising from acts, omissions or events occurring before the Settlement Date
- Employee entitlements — any claim by an employee in respect of employment up to Settlement, including any Holidays Act 2003 underpayment exposure
- Warranty breach — any breach of the Vendor's warranties in clause above
- Tax indemnity — any tax liability (including income tax, GST, PAYE, FBT, RWT and KiwiSaver employer contributions) arising in respect of any period or event up to Settlement, including any reassessment by Inland Revenue under the Tax Administration Act 1994, and any failure to satisfy the going-concern zero-rating conditions under s 11(1)(m) GSTA 1985 if the Vendor has represented that those conditions are met
- Pending litigation — any claim, demand, action or proceeding by a third party in respect of events occurring before the Settlement Date, whether commenced before or after Settlement

The Purchaser shall give the Vendor prompt written notice of any claim under this indemnity and shall not compromise any third-party claim without the Vendor's prior written consent (not to be unreasonably withheld). The Vendor may, at its expense, assume conduct of the defence of any third-party claim, provided it acts in good faith and does not prejudice the Purchaser's legitimate business interests.

For a period of 24 months following the Settlement Date, the Vendor (and each of its directors, shareholders and officers signing this Agreement) shall not, within Canterbury and Otago regions of New Zealand, directly or indirectly, undertake all of the above — competing, client solicitation and staff solicitation.

The Vendor acknowledges that this restraint is reasonable and necessary to protect the goodwill, customer connections and confidential information being transferred to the Purchaser, and is supported by adequate consideration forming part of the Purchase Price (per Brown v Brown [2014] NZHC 1156 and Fuel Espresso Ltd v Hsieh; vendor restraints supported by paid-for goodwill are upheld more readily than employee restraints). If any element of duration, geographic area or activity is held unreasonable by a New Zealand court, the parties agree the court may read it down to the minimum extent needed to render it enforceable.

For a period of 4 weeks following the Settlement Date, the Vendor shall provide the Purchaser with reasonable assistance to enable a smooth transition of the Business, including: (a) up to 40 hours of in-person or remote training and handover at no additional cost; (b) introductions to key customers, suppliers, landlords and financiers identified by the Purchaser, in a manner that supports the transfer of relationships; (c) timely responses to operational queries; (d) a joint communication to material customers within ten (10) Business Days of Settlement announcing the change of ownership; and (e) continued co-operation in respect of any historical matter requiring the Vendor's knowledge, such as audit support, tax reviews, or warranty claims. Beyond the assistance period, the Vendor shall continue to be available for occasional reasonable enquiries at its standard professional rates.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date indicated.