AGREEMENT OF SALE AND PURCHASE OF ASSETS
This Acquisition Agreement ["Agreement"] has been made and entered into as of this 1st day of October 2004,
among ENB INSURANCE AGENCY, INC., a New York Corporation ("ENB" or "Purchaser") and ULRICH
& COMPANY, INC. ("Ulrich" or
"Seller"), ULRICH DEVELOPMENT COMPANY, LLC ("UDC") and DAVID L. ULRICH
("David"), Individually, and as sole Shareholder ("Shareholder"), of Ulrich & Company, Inc. and UDC.
1. ENB desires to acquire substantially all of the business, assets and property of Ulrich, subject to certain of its
liabilities, and David who holds all of the stock of Ulrich, wishes to sell its assets and business pursuant to the
terms of this Agreement;
2. Evans Bancorp, Inc., a New York corporation and indirect parent of ENB (the "Parent") will provide the
capital to ENB to finance the purchase of the business, assets, and property, which ENB will acquire pursuant to
3. UDC is the owner of Real Property located at 135 Main Street, Lockport, NY and is the landlord of Seller.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and conditions herein
contained, and in order to implement such plan, the parties represent, warrant, covenant, and agree as follows:
As used in this Agreement, the following terms shall have the following meanings:
1.1 Agreement. The term "Agreement" shall mean this document.
1.2 Acquired Assets. The term "Acquired Assets" shall have the meaning ascribed to it in Section 2.1.
1.3 Budget. The stated Budget for Seller's Agency shall be $1,105,700.00, gross income, excluding amortization
of the Purchase Price (see Exhibit 1-3 attached).
1.4 Contingent or Incentive Income. The term "Contingent or Incentive Income" shall mean any revenue received
by ENB from insurance companies or insurance brokers other than commissions on Specific Accounts.
1.5 Covenant. The term "Covenant" shall mean a noncompetition agreement between David U