PURCHASE AND SALE AGREEMENT
This Purchase and Sale Agreement (this "Agreement") is made and effective this 27th day of June,
2008 by and between Eastern Avenue Properties, LLC , a Vermont limited liability company with an
address of 151 Hastings Hill, St. Johnsbury, VT 05819 ("Purchaser"), and Merchants Bank , a
Vermont financial institution with an address of 275 Kennedy Drive, South Burlington, VT 05403
NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein and
for good and valuable consideration, the receipt and sufficiency of which each party hereto acknowledges
to the other, Purchaser and Seller hereby agree as follows:
1. Subject Matter . Purchaser agrees to purchase from Seller, and Seller agrees to sell, transfer and
deliver to Purchaser: (a) Approximately 2.94 acres of land, located at and known as 275 Kennedy Drive,
South Burlington, VT, as is more particularly described on Exhibit A, attached hereto, with all
improvements thereon, including 40,000 +- square foot building currently used as Seller's Operations
Center (collectively the "Land & Improvements"); and (b) those items of personal property and fixtures
which are described on Exhibit B , attached hereto, as included in the sale (the "Personal Property") (the
Land & Improvements and the Personal Property are referred to herein, collectively, as the "Property").
2. Purchase Price . The purchase price for the Property to be paid by Purchaser to Seller (the
"Purchase Price") is FIVE MILLION SEVEN HUNDRED THOUSAND and 00/100 Dollars
($5,700,000.00), to be allocated as follows:
Land and Improvements:
3. Deposit . There is no deposit.
4. Closing .
A. The closing hereunder (the "Closing") shall take place on or before August 3