AGREEMENT FOR THE PURCHASE AND SALE OF REAL ESTATE

A portion of the Purchase Price equal to Five Hundred Eighty Thousand and No/100ths Dollars ($580,000.00) shall be paid in cash at Closing; and

The balance of the Purchase Price equal to One Hundred Forty Five Thousand and No/100ths Dollars ($145,000.00) shall be paid in a lump sum, along with interest at the rate of 6.25%, on the date which is the earlier of (i) six (6) months after the Closing Date or (ii) the closing of the transaction contemplated by that certain Stock Purchase Agreement dated as of December 26, 2018 (as may be amended from time to time) between ADDVantage Technologies Group, Inc. (as seller therein) and Leveling 8 Inc. (as buyer therein), pursuant to the terms of the promissory note described in Section 13.1(d) which promissory note shall be guaranteed by both (a) David Chymiak and (b) the David E. Chymiak Trust pursuant to the terms of the guaranty described in Section 13.1(e).

Title Commitment.  Seller shall make arrangements with Old Republic National Title Insurance Company, 1200 Liberty Ridge Drive, Suite 100, Wayne, Pennsylvania 19087 (the “Closing Agent” or the “Title Company”) to furnish Buyer, within ten (10) days after the Effective Date, with commitment for the issuance of an ALTA extended coverage owner’s policy of title insurance on the Property, issued by a title insurance company selected by, or acceptable to, Buyer in the amount of the Purchase Price, and describing the state of title to such Property with copies of instruments referenced in any requirements or exceptions to title.

UCC Searches.  Seller shall, within ten (10) days after the Effective Date, obtain and deliver to Buyer Uniform Commercial Code Search Certificates naming Seller, as Debtor, from the Pennsylvania Department of State (the “UCC Certificate”).

Title Examination.  Buyer shall have a period of ten (10) days from date on which it has received the Title Commitment and the UCC Certificate (collectively, referred to as the “Title Evidence”) in which to have such Title Evidence examined and to furnish Seller written notice of any objections to the requirements or title exceptions set forth in the Title Commitment (“Buyer’s Title Objections Notice”).

If Buyer fails to provide its required Title Objections Notice with respect to any title exception within the time allowed, then Buyer shall be deemed to have waived objection to such title exception.  Seller, upon receipt of Buyer’s Title Objection Notice, shall have ten (10) days, or such additional time as may be agreed to in writing by Seller and Buyer, in which to attempt to cure and satisfy all unwaived objections and deliver written notice to Buyer (“Seller’s Title Objections Response”) of Seller’s election either (i) to take such action as shall be required to cause the Title Company to remove Buyer’s objectionable items prior to the Closing or (ii) to refrain from removing one or more of such Buyer objectionable items.  Seller’s failure to deliver Seller’s Title Objections Response within the time allowed shall constitute an election by Seller not to cure Buyer’s objectionable items.

If Seller notifies Buyer that it elects to do anything other than unconditionally cure all of Buyer’s title objections, then, Buyer shall have the right either (i) to agree to accept the Property subject to any of Buyer’s objectionable items that will not be cured by Seller or (ii) to terminate this Agreement.

Inspections.  Buyer shall have twenty (20) days from the Effective Date (the “Inspection Period”) to have such inspections, non-invasive assessments, tests and investigations performed by licensed professionals as Buyer shall deem necessary concerning the history and condition of the Property, including but not limited to (i) the flood, storm water run-off, storm sewer back-up and/or water risk attendant to the Property; (ii) the presence of environmental and health hazards including but not limited to mold, radon gas, asbestos, PCBs, hydrocarbons, lead-based paint, and chemicals; (iii) the soundness of foundation, structural components, and roof; (iv) the proper functioning of all mechanical, electrical and plumbing systems, fixtures and equipment including sewer and water supply, heating and cooling, electrical systems and wiring, built-in appliances, sprinkler systems, and security systems; and (v) the presence of, or evidence of damage by, termites or any other wood destroying organisms.  In addition, Buyer may have the Property inspected during the Inspection Period for the purpose of obtaining hazard insurance acceptable to Buyer and may inspect the physical and legal characteristics of the Property, including all applicable zoning and building restrictions, to determine that the Property is suitable and available for Buyer’s intended use thereof.

Buyer shall use all due and reasonable care in conducting in inspections, assessments, investigations and tests of or on the Property.

Buyer shall not permit any mechanic’s or other liens to arise against any of the Property by reason of such inspections, assessments, investigations and/or tests.

Buyer shall (i) indemnify Seller from any and all claims for damage to the Property, or persons or personal property thereon, by reason of any such inspections, assessments, tests and investigations conducted thereon by or for Buyer, and (ii) promptly pay any and all claims, liabilities, losses, expenses (including, without limitation, reasonable attorney fees), damages, including, without limitation, claims for injury to person or property, arising out of or relating to any such inspections, assessments, tests and/or investigations, or by reason of the acts or omissions of Buyer, its agents or employees in connection therewith.

Documents to be Provided by Seller.  Within five (5) days after the Effective Date, Seller shall provide Buyer with copies of the following documents for Buyer’s review, to the extent Seller is aware of such documents and they are in Seller’s possession or subject to its control:

any existing written lease or sublease agreements with respect to the Property, or any portion thereof;

all subsisting service contracts with vendors and service providers relating in any respect to the Property;

any surveys of the Property previously obtained by Seller;

any title opinions, title insurance policies and title commitments for the benefit of Seller with respect to the Property; and

all existing inspection and/or property condition reports in Seller’s possession relative to the Property, including, without limitation, prior environmental assessments, soil analyses, structural evaluations and engineering studies.

Rescission.  If Buyer has any objection to the condition of the Property or its suitability for Buyer’s intended use based upon facts revealed in inspections obtained and due diligence conducted pursuant to Section 4.1 hereof, or if Buyer has any objection to the circumstances and conditions revealed by its review of the items provided pursuant to Section 4.2 hereof, Buyer shall have the right to rescind, cancel and terminate this Agreement by delivering to Seller not later than twenty-four (24) hours after the expiration of the Inspection Period:  (i) written notice of any matters revealed by such inspections, assessments or analyses that render the Property unsatisfactory to Buyer or unsuitable in its then current condition for Buyer’s intended use, and (ii) a copy of any and all written inspection reports, site assessments, analyses and other information obtained by Buyer concerning the Property pursuant to Buyer’s rights of inspection under Section 4.1 hereof; whereupon, this Agreement shall be null and void.

Waiver.  If Buyer fails to exercise its rights of inspection and review under Sections 4.1 or 4.2 or if, having exercised such rights, Buyer fails to deliver to Seller timely

Seller’s Charges.  Seller shall pay in full: (i) all special assessments existing against the Property on the Closing Date, whether or not payable in installments; (ii) all taxes which are a lien on the Property up the Closing Date, other than general ad valorem taxes for the current calendar year; and (iii) the cost of any item of workmanship or material furnished on or prior to the Closing Date which is, or may become, a lien on the Property.

Pro-rations.  All pro-rations hereinafter provided to be made as of the Closing shall each be made as of the end of the day before the Closing Date.  In each such pro-ration set forth below, the portion thereof applicable to periods beginning as of Closing shall be credited or charged to Buyer and the portion thereof applicable to periods ending as of Closing shall be credited or charged to the applicable Seller.

General ad valorem taxes for the current calendar year shall be pro-rated between the applicable Seller and Buyer; provided, that if the amount of such taxes has not been fixed, such pro-rationing shall be based upon the rate of levy for the previous calendar year and the most current assessed value at time of Closing.

All rents and other sums due with respect to the Property earned and attributable to the period prior to the Closing Date shall be paid to Seller to the extent that the funds have been collected on or before the Closing Date.  Rents and other sums due with respect to any Property earned and attributable to the period on and subsequent to the Closing Date shall be paid to Buyer.

Authority.  Seller is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Pennsylvania and has full corporate power and authority to enter into and perform this Agreement.  The execution, delivery and performance of this Agreement by Seller have been duly and validly authorized by all necessary action on the part Seller, its board of directors and shareholders, if necessary, and all required consents and approvals have been duly obtained.  This Agreement is a legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms.  There is no agreement to which Seller is a party or that is binding on Seller which is in conflict with this Agreement or would be breached by its execution, delivery or performance.

Notices.  To Seller’s knowledge (after reasonable inquiry), Seller has received no written notice (a) from any insurance broker, agent, carrier or underwriter that an uninsurable condition exists in, on or about the Property, nor (b) from any regulatory, governmental or administrative agency (i) indicating that the Property is not in compliance with all applicable building, earthquake, zoning, land use, environmental, health, fire, safety, access and accommodations for the physically handicapped, subdivision, energy and resource conservation and similar laws, statutes, rules, regulations and ordinances and all covenants, conditions and restrictions applicable to such Property; (ii) alleging that the Property is any violation of any law, statute, ordinance, rule, regulation, covenant, condition or restriction; or (iii) regarding any condemnation proceedings or proceedings to widen or realign any street adjacent to the Property or otherwise affecting any of them.

Environmental Matters.  To Seller’s knowledge, other than Hazardous Substances customarily used in the ordinary course of Seller’s business, which includes the proper use and disposal thereof in due course, no Hazardous Substances (hereinafter defined) have been incorporated, used, generated, manufactured, stored or disposed of in, on, under or about the Property or transferred thereto or therefrom, and there are no claims, litigation, administrative or other proceedings, whether actual or threatened, or judgments or orders, relating to the use, generation, manufacture, storage or disposal of any Hazardous Substances in, on, under or about the Property.  As used herein, “Hazardous Substances” means shall mean any substance or material that is described as a toxic or hazardous substance, waste or material or a pollutant or contaminant in any Environmental Laws.  The term “Environmental Laws” shall mean any and all federal, state and local laws, ordinances, rules and regulations no win force, as amended from time to time, in any way relating to or regulating human health or safety or industrial hygiene or environmental conditions, or protection of the environment, or pollution or contamination of the air, soil, surface water or groundwater.

No Litigation.  To Seller’s knowledge, there is no action, suit, claim, assessment or proceeding pending or threatened against or involving Seller or relating to the Property.  Seller shall advise Buyer promptly of the receipt by Seller of any written notice of any filed or threatened litigation, arbitration, mediation, condemnation, or administrative proceeding before any officer, court, board, governmental body or agency which could materially affect the right of Buyer to own, occupy, operate or lease the Property.

Insurance.  Seller has in force, and will continue to maintain in force until completion of the Closing, property insurance upon the Property, and commercial general liability insurance with respect to damage or injury to persons or property occurring on the

Buyer Notification.  Seller shall immediately notify Buyer of any material changes concerning the Property, the representations and warranties contained in this Section 8, or in any other material information furnished to Buyer concerning the Property.

Authority.  Buyer is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Oklahoma and has full company power and authority to enter into and perform this Agreement.  The execution, delivery and performance of this Agreement by Buyer have been duly and validly authorized by all necessary action on the part Buyer, its members and managers, if necessary, and all required consents and approvals have been duly obtained.

Binding Agreement; No Conflict.  This Agreement is a legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms.  There is no agreement to which Buyer is a party or that is binding on Buyer which is in conflict with this Agreement or would be breached by its execution, delivery or performance.

Seller Notification.  Buyer shall immediately notify Seller of any material changes concerning the representations and warranties contained in this Section 9.

Buyer’s Conditions.  Buyer’s obligation to proceed to Closing and consummate the purchase and sale contemplated by this Agreement shall be subject to the satisfaction or waiver by Buyer of the following conditions:

Buyer shall have obtained a binding and irrevocable commitment, from one or more lenders (the “Lenders”) to provide financing the portion of the Purchase Price described in Section 2.1 which commitment shall not include or impose any terms or conditions which are unacceptable to Buyer;

All representations and warranties of Seller set forth in this Agreement shall be true and correct in all material respects as of the Effective Date and on the Closing Date;

Seller shall have duly performed all covenants, acts and agreements to be performed or complied with by it hereunder on or prior to the Closing Date;

The Title Company shall have irrevocably committed to Buyer in writing to issue an ALTA extended owner’s policy of title insurance, in form and content acceptable to Buyer, insuring Buyer’s fee simple title to the Property in an amount equal to the Purchase Price, and subject only to those title exceptions accepted or waived by Buyer pursuant to this Agreement and payment, at Closing, of the premium for such policy;

There shall be no pending or threatened action, suit, arbitration, mediation, claim, attachment, proceeding, assignment for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceeding against Seller that would materially and adversely affect Seller’s ability to perform its obligations under this Agreement; and

There shall have been no material adverse change in the condition of the Property subsequent to close of the Inspection Period.

Seller’s Conditions. Seller’s obligation to proceed to Closing and consummate the purchase and sale contemplated by this Agreement shall be subject to satisfaction, or waiver by Seller, of the following conditions:

All representations and warranties of the Buyer set forth in this Agreement shall be true and correct in all material respects as of the Effective Date and on the Closing Date;

Seller shall have duly performed all covenants, acts and agreements to be performed or complied with by it hereunder on or prior to the Closing Date; and

There shall be no pending or threatened action, suit, arbitration, mediation, claim, attachment, proceeding, assignment for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceeding against the Buyer that would materially and adversely affect Buyer’s ability to perform its obligations under this Agreement.

Seller’s Costs.  Seller shall pay the following items at or before Closing:

All costs of obtaining and providing the specified Title Evidence;

The cost of any title curative action undertaken by Seller and recording fees, if any, associated therewith;

The cost of preparation of the Deed conveying title to the Property to Buyer and of all associated documentary tax stamps;

Seller’s charges specified in Section 7.1 hereof and Seller’s share of any pro-rations specified in Section 7.2;

One-half (1/2) of any escrow and closing fees of the Closing Agent; and

All fees and expenses of Seller’s attorneys.

Buyer’s Costs.  Buyer shall pay the following items at Closing:

The cost of all inspections, document examination and due diligence conducted by Buyer with respect to the Property;

The premium due for any owner’s or mortgagee’s policy of title insurance to be purchased by Buyer;

Recording fees associated with recordation of the Deed;

Buyer’s share of any pro-rations specified in Section 7.2;

One-half (1/2) of any escrow and closing fees of the Closing Agent; and

All fees and expenses of Buyer’s attorney.

Buyer’s Deliveries.  At Closing, Buyer shall deliver to Seller, in form and content satisfactory to Seller, the following items:

The portion of the Purchase Price described in Section 2.1;

A lease of the Property from Buyer (as lessor) to Seller (as lessee) in the form set forth on Exhibit “B” (the “Lease”) executed by Buyer;

A letter or other agreement from Buyer and from Buyer’s lender agreeing to terminate the guarantee of the Lease by Seller or any of Seller’s affiliates upon Buyer’s (or its affiliate’s) acquisition of the equity of Seller or any of Seller’s affiliates;

A promissory note from Buyer to Seller in the form set forth on Exhibit “C” (the “Note”) executed by Buyer regarding the payment of the portion of the Purchase Price described in Section 2.2;

A guaranty of the Note from David Chymiak and from the David E.Chymiak Trust in the form set forth on Exhibit “D” executed by such guarantors; and

Such other instruments and documents as Seller or the Closing Agent shall deem necessary to validly consummate the transactions contemplated hereby.

Seller’s Deliveries.  At Closing, Seller shall deliver to Buyer, in form and content acceptable to Buyer, the following items:

The Deed conveying fee simple title to the Property to Buyer or its designee;

The Lease executed by Seller;

An assignment of any lease and other assignable contract, if such assignment is agreed to by Buyer, affecting the Property, as of the Closing Date;

A “Bills Paid/No Liens Affidavit” executed by Seller and acceptable to Buyer and the Closing Agent, if any, verifying that there are no unpaid bills for labor performed, materials supplied or services rendered for or upon the Property, at Seller’s behest, prior to Closing which could give rise to a materialman’s or mechanic’s lien on the Property;

A Non-Foreign Person Affidavit from Seller stating, under penalty of perjury, that Seller is not a “foreign person” as that term is defined in Section 1445 of the U. S. Internal Revenue Code of 1986, as amended;

All keys to the buildings located on the Property; and

Such other instruments and documents as Buyer or the Closing Agent may reasonably deem necessary to validly consummate the transactions contemplated hereby.

Buyer’s Default.  If, after all of Buyer’s conditions to closing have been either satisfied, or waived by Buyer, and, then, within five (5) days after the Closing Date (subject to extensions set forth herein), Buyer fails to make any payment due or to perform any of Buyer’s other obligations under this Agreement, then, Seller may, at its option, (a) cancel and terminate this Agreement or (b) pursue any other legal or equitable remedy for the breach of this Agreement by Buyer.

Seller’s Default.  If, Seller’s conditions to closing having been either satisfied, or waived by Seller, Buyer performs all of Buyer’s obligations hereunder and Seller breaches

Attorney Fees/Litigation Expenses.  In the event any litigation or controversy arises out of or in connection with this Agreement between the parties, the prevailing party in such litigation or controversy shall be entitled to recover from the other party or parties all reasonable attorneys’ fees, expenses and suit costs, including those associated with any appellate or post-judgment collection proceeding.