Buenos Aires - Reserve and/or Offer for the purchase of a Goodwill.

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The firm ..... represented by the Public Auctioneer and Public Real Estate Broker ....., Professional Registry .....,domiciled at ....., Province of Buenos Aires. Receives from Mr. ..... of nationality ....., proving his identity with Identification Card Number: ....., domiciled at ....., Province of ....., hereinafter referred to as THE OFFERING PARTY, the amount of ..... . Said amount is to apply for the purchase of the goodwill of the business ".....", located between the streets..... and ....., in the city of Buenos Aires, area of ......, Province of Buenos Aires. THE OFFERING PARTY commits itself to acquire the goodwill subject of this offer under the following terms and conditions :

FOR THE TOTAL PRICE OF ....., which will be paid in the following way: On the day ....., of the month ....., of the year, at ..... Hs. In the offices located at the street, in the area of ....., in the province of Buenos Aires. This payment is received as part of the price. In that act the corresponding Acceptance Agreement for the Sale of Goodwill will be signed and thirty days afterwards the corresponding Final Goodwill Sales Contract. The signing of the Final Goodwill Sales Contract, the granting of the ownership and the paying of the price that rises to the amount of ....., will be done jointly. The corresponding inventory of any articles that are included in the business being sold will also be done at this point. The Public Auctioneer..... is the only mediator for this operation.

The buyer of the Goodwill and/or new tenant will be granted a brand new Rental Contract lasting for ..... months, starting from the day ....., of the month ..... of the year ..... . There will be a new monthly rent of..... . Everything just mentioned will only take place if the new tenant gathers the conditions to satisfy the landlord. That includes moral and material conditions as well as an appropriate guarantor.

THE OFFERING PARTY will present a guarantor, having the ownership of a property with a value equal or greater to the amount he/she is acting as a guarantor of. This guarantor will have to be approved by the seller of the goodwill and the landlord. In the case the seller of the goodwill and landlord could not agree whether the guarantor is appropriate or not, THE OFFERING PARTY will have to provide a different guarantor for each one.

The present Reserve and/or Offer for the purchase of a Goodwill, will only take legal effect when the seller of the Goodwill agrees to all of its terms and conditions. Signing the copy of the document in possession of the Public Auctioneer mediating in this operation will mean he/she has accepted all the terms and conditions. This means that both parties will be subject to its fulfillment. The landlord of the property where the running business referred to in this document is, also has to show conformity.

It is established that if the seller of the goodwill does no show conformity with the date of signing of the corresponding Acceptance Agreement for the Sale of a Goodwill, THE OFFERING PART will get an immediate refund of its offer, with no judicial or extrajudicial intervention.

In witness whereof, the parties have entered into the present agreement in ..... originals. In the city of Buenos Aires, area of ....., Province of Buenos Aires on day ....., of the month ....., of the year.

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