Sales Agreement

Sales Agreement

This Sales Agreement (the “Agreement”) is made and effective this 4th day of April, 2019

BETWEEN:	Wood Crapo LLC (the 'Seller'), a corporation organized and existing under the laws of the state of California with its head office located at: 2500 Terminal Tower, 50 Public Square, Sacramento, California 46107
AND:	Jeffrey Jones (the 'Purchaser'), an individual with his main address at: 19th Floor, 1608 Walnut Street, Phoenix, Arizona 85016

IN CONSIDERATION OF THE COVENANTS and agreements contained in this Sales Agreement, the parties to this Agreement agree as follows:

Sale of Goods

1.	The Seller will sell, transfer and deliver to the Purchaser on or before November 09, 2004, the following (the 'Goods'): ***Details of the Seller's Goods***.

Purchase Price

2.	The Purchaser will accept the Goods and pay for the Goods with the sum of seven thousand nine hundred ninety-nine dollars ( $7,999.00 ), as follows 1)down payment of $1,000.00 on April 21, 2019; and 2)remainder of the purchase price with a promissory note in the form attached to this Agreement.

3.

The Seller and the Purchaser both acknowledge the sufficiency of this consideration. In addition to the purchase price specified in this Agreement, the amount of any present or future sales, use, excise or similar tax applicable to the sale of the Goods will be paid by the Purchaser, or alternatively, the Purchaser will provide the Seller with a tax exemption certificate acceptable to the applicable taxing authorities.

4.

Payment for the Goods will be made to the Seller when the Purchaser is notified that the Goods have been delivered by the Seller to a carrier for shipment to the Purchaser or, in the alternative, when any document of title or registrable bill of sale, bearing any necessary endorsement, is tendered to the Purchaser.

Delivery of Goods

5.

The Goods will be deemed received by the Purchaser to the Purchaser at 19th Floor, 1608 Walnut Street, Phoenix, Arizona 85016. The method of shipment will be within the discretion of the Purchaser. However, the Seller will only be responsible for the lesser of truck freight or rail freight to the Purchaser.

Risk of Loss

6.	The risk of loss from any casualty to the Goods, regardless of the cause, will be on the Seller until the Goods have been accepted by the Purchaser.

Warranties

7.	The Seller makes no warranty as to the title of the Goods and the Purchaser assumes all risks of nonownership of the Goods by the Seller.

8.

THE SELLER EXPRESSLY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. The Purchaser has been given the opportunity to inspect the Goods or to have it inspected and the Purchaser has accepted the Goods in its existing condition. Further, the Seller disclaims any warranty as to the condition of the Goods.

9.	The Seller makes no warranty, and no warranty will be deemed to exist, that the Purchaser holds the Goods free of the claim of any third person that may arise from patent or trademark infringement.

10.

THE GOODS ARE SOLD 'AS IS' AND THE SELLER EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. The Seller does not assume, or authorize any other person to assume on the behalf of the Seller, any liability in connection with the sale of the Goods. The Seller's above disclaimer of warranties does not, in any way, affect the terms of any applicable warranties from the manufacturer of the Goods.

11.	The Purchaser has been given the opportunity to inspect the Goods or to have it inspected and the Purchaser has accepted the Goods in its existing condition. Further, the Seller disclaims any warranty as to the condition of the Goods.

Title

12.	Title to the Goods will remain with the Seller until delivery and actual receipt of the Goods by the Purchaser or, in the alternative, the Seller delivers a document of title or registrable Bill of Sale of the Goods, bearing any necessary endorsement, to the Purchaser.

Governing Law

13.

It is the intention of the parties to this Agreement that this Agreement and the performance under this Agreement, and all suits and special proceedings under this Agreement sample, be construed in accordance with and governed, to the exclusion of the law of any other forum, by the laws of the State of California, without regard to the jurisdiction in which any action or special proceeding may be instituted.

IN WITNESS WHEREOF the parties have duly executed this Sales agreement this 4th day of April, 2019.

SELLER		PURCHASER
Bruce Jacobs President		Jeffrey Jones