Exhibit 10.4


 


COUNTRYWIDE HARDWARE,
INC.


445 Broadhollow Road,
Suite 100


Melville, New York 11747


 


February 11, 2016


 


NATIONWIDE INDUSTRIES, INC.


10333 Windhorst Road


Tampa, Florida 33619


 


Re:
Purchase Option and Right of First Refusal to Purchase Premises Known as 10333 Windhorst Road, Tampa, Florida 33619


 


Gentlemen,


 


In connection with that certain Lease of
even date herewith (the “Lease”) by and between Countrywide Hardware, Inc. (“Countrywide”), as landlord,
and Nationwide Industries, Inc. (“Nationwide”), as tenant, with respect to the premises known as 10333 Windhorst Road,
Tampa, Florida 33619, being more particularly described in the Lease (the “Premises”), Countrywide and Nationwide hereby
agree as follows:


 


1.          (A)
Provided Nationwide is not in monetary default under the Lease beyond any applicable notice and grace periods, and subject to the
terms of this letter agreement (the “Agreement”), Nationwide shall have the option (the “Purchase Option”)
to purchase the Premises on the terms and conditions set forth herein. Nationwide may only exercise the Purchase Option by giving
Countrywide written notice thereof (the “Option Notice”) within sixty (60) days following the date hereof (the “Option
Notice Period”), time being of the essence. The Option Notice shall be deemed effective when delivered to Countrywide. The
“Purchase Price” shall be the “Fair Market Value” of the Premises as determined pursuant to subparagraph
(B) hereof.


 


(B)         Within
ten (10) days after Nationwide shall have given the Option Notice specified in the preceding paragraph, Countrywide shall furnish
Nationwide with a notice specifying the Fair Market Value of the Premises as determined by Countrywide. Within ten (10) days after
Countrywide shall have given such notice (the “Dispute Period”), Nationwide may dispute the Fair Market Value by giving
Countrywide a notice setting forth Nationwide’s determination of the Fair Market Value. If such dispute cannot be resolved
by the parties within the Dispute Period, then such dispute shall be resolved by the following appraisal process (the “Appraisal
Process”):


 




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(a)          The
Fair Market Value for the Premises shall be determined by averaging the appraised values as determined by Collier International,
Franklin Street and Cliggitt Valuation, Inc. (collectively, the ”Appraisers”). In the event one or more of the designated
Appraisers are unable or unwilling to participate, a substitute Appraiser shall be selected by the remaining Appraiser(s). Countrywide
and Nationwide each represent and warrant to each other that they have not used the services of any of the Appraisers and have
not had any business relationship with any of the Appraisers within the last five (5) years.


 


(b)          The
Appraisers shall prepare written appraisal reports containing their determinations of the Fair Market Value (defined for purposes
of this Agreement as the price a willing buyer would pay a willing seller on the appraisal date taking into account the condition
of building and property including deferred maintenance, if any) 
and submit them to both Nationwide and Countrywide within fifteen (15) days after the expiration of the Settlement Period.


 


(c)          The
Fair Market Value as determined the Appraisal Process shall be final and binding upon Countrywide and Nationwide and shall constitute
the “Purchase Price” for purposes of the Purchase Option.


 


(d)          Countrywide
and Nationwide shall each pay one-half (1/2) of the fees and expenses of the Appraisers and all other necessary and reasonable
expenses and costs to complete the Appraisal Process.


 


(C) If
both Nationwide and Countrywide agree to move forward based on the Fair Market Value, then within ten (10) days after the
Purchase Price is determined in accordance with subparagraph (B) above, Countrywide shall prepare and deliver to Nationwide a purchase
agreement (the ”Purchase Agreement”) which shall provide (i) for an “all cash” sale for the Purchase Price,
not subject to any financing contingencies, (ii) that closing of title (the “Closing”) shall occur on or about a date
which is thirty (30) days after the date of the Purchase Agreement, subject to, and in accordance with, the terms and conditions
contained in the Purchase Agreement, (with Nationwide having a one-time right to adjourn the Closing for a period not to exceed
thirty (30) additional days), (iii) that the Premises shall be conveyed to Nationwide in their “as is” condition at
the time of Closing, (iv) that Countrywide shall convey insurable title subject to all matters of record other than monetary liens
and mortgages not caused by Nationwide, and (v) such other terms as are customarily contained in commercial contracts for similar
properties in the Tampa, Florida area. Within ten (10) days thereafter, Nationwide shall execute and deliver the Purchase Agreement
to Countrywide, together with a check payable to Countrywide’s attorneys for a contract deposit equal to ten (10%) percent
of the Purchase Price to be held in escrow pursuant to the Purchase Agreement. Countrywide shall execute and date the Purchase
Agreement and deliver one fully executed counterpart thereof to Nationwide within five (5) days after receipt. The failure of Nationwide
to (i) give the Option Notice during the Option Notice Period or (ii) execute and deliver the Purchase Agreement in strict accordance
with the provisions of this paragraph, or (iii) close title and pay the Purchase Price in strict accordance with the provisions
of the Purchase Agreement, shall each be deemed to constitute an irrevocable waiver of the Purchase Option by Nationwide.


 




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2.          (a)          Provided
Nationwide is not then in monetary default under the Lease beyond any applicable notice and grace periods, then for a period of
five (5) years following the date hereof (the “ROFR Period”), Nationwide shall have a right of first refusal to purchase
the Premises on the following terms and conditions (the “ROFR”). If during the ROFR Period, Countrywide shall receive
a bona fide offer from a third party offeror (the “Offeror”) to purchase the Premises which Countrywide desires to
accept, Countrywide shall give Nationwide written notice of such bona fide offer stating the price and other material terms thereof
(the “Offer Notice”). Nationwide shall have ten (10) days following the giving of the Offer Notice within which to
notify Countrywide in writing as to whether Nationwide desires to purchase the Premises for the same price and on the same terms
and conditions contained in the Offer Notice (the “Acceptance Notice”). Any neglect or failure on the part of Nationwide
to give Countrywide the Acceptance Notice within said ten (10) day period, time being of the essence, shall conclusively be deemed
to be an election not to purchase the Premises. If Nationwide elects not to purchase the Premises in accordance with the terms
and conditions of the Offer Notice, then Countrywide shall be at liberty to sell and convey the Premises to the Offeror for the
price and on substantially the material terms set forth in the Offer Notice, or on terms and conditions more favorable to Countrywide.
Upon conveyance of title to the Offeror, the ROFR shall terminate and be deemed null and void as if the provisions of this paragraph
2 were never included in this Agreement.


 


(b)          If
Countrywide wishes to sell the Premises to such Offeror on material terms more beneficial to the Offeror than contained in the
original Offer Notice, Countrywide shall be required to give an amended Offer Notice (an “Amended Offer Notice”) to
Nationwide setting forth such changed terms and Nationwide shall have ten (10) days following the giving of such Amended Offer
Notice within which to give an Acceptance Notice. Any neglect or failure on the part of Nationwide to give Countrywide the Acceptance
Notice within said ten (10) day period, time being of the essence shall, again, conclusively be deemed to be an election not to
purchase the Premises. If Nationwide elects not to purchase the Premises in accordance with the terms and conditions of the Amended
Offer Notice, then Countrywide shall be at liberty to sell and convey the Premises to the Offeror for the price and on substantially
the material terms set forth in the Amended Offer Notice, or on terms and conditions more favorable to Countrywide. Upon conveyance
of title to the Offeror, Nationwide’s ROFR shall terminate and be deemed null and void as if the provisions of this paragraph
2 were never included in this Agreement.


 




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(c)          If
Nationwide duly and timely elects to purchase the Premises pursuant to subparagraphs (a) or (b) above, as the case may be, Countrywide
and Nationwide shall, within ten (10) days after Countrywide’s receipt of the Acceptance Notice, execute and deliver to each
other a Purchase Agreement incorporating the purchase price and other material terms contained in the Offer Notice or Amended Offer
Note, as the case may be. Closing of title shall occur subject to, and in accordance with, the terms and conditions contained in
the Purchase Agreement.


 


(d)          Notwithstanding
anything contained in this paragraph 2, the provisions of this paragraph 2 shall not apply to, and Countrywide shall have no ROFR
(i) with respect to any proposed transfer of the Premises to any affiliate of Countrywide, (ii) with respect to any mortgage foreclosure
or deed-in-lieu thereof, (iii) if any mortgagee its designee or a purchaser at a foreclosure or UCC sale (x) takes title to the
Premises by foreclosure or deed-in-lieu of foreclosure with respect to any mortgage held by such mortgagee, or (y) becomes the
owner and holder of all of the corporate shares in Countrywide by virtue of the foreclosure of any security interest held by such
mortgagee therein or the exercise of any remedies such mortgagee may have against Countrywide under the Uniform Commercial Code
or a transfer of corporate shares in lieu of foreclosure.


 


3.          This
Agreement and the Purchase Option and ROFR contained herein shall terminate: (i) upon the termination of the Lease for any reason,
or (ii) Nationwide assigns the Lease or sublets all or substantially all of the Premises to any person or entity other than a Related
Party.


 


4.          In
no event may this Agreement be assigned by Nationwide except to a Related Party; provided, however, in the event Nationwide duly
and timely exercises the Purchase Option or ROFR pursuant to paragraphs 1 or 2 above, Nationwide may elect to take title in the
name of a wholly-owned subsidiary of Nationwide or a Related Party.


 


5.          This
Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof. No change, modification, amendment,
addition or termination of this Agreement or any part thereof shall be valid unless in writing and signed by or on behalf of the
party to be charged therewith.


 


6.          Any
notice, request, instruction or other document to be given under this Agreement to any parties hereunder shall be in writing and
delivered personally, or by overnight courier delivery service, prepaid, to such parties at the addresses set forth above for such
parties or to such other addresses as a party hereto may hereafter designate in writing to the other parties and shall be deemed
delivered as of the date of delivery.


 




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7.          This
Agreement shall be governed by, and interpreted and construed in accordance with, the laws of the State of Florida, excluding choice
of law principles thereof.


 


8.          This
Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein,
express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit or remedy of any
nature whatsoever, under or by reason of this Agreement.


 


9.          This
Agreement may not be assigned by any party without the prior written consent of the other parties except that Nationwide may assign
this Agreement to a Related Party.


 


10.         Signatures
hereon which are transmitted via facsimile or electronic mail shall be deemed original signatures.


 


11.         Capitalized
terms not defined in this Agreement shall have the meanings given to them in the Lease.


 


12.         This
Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose
signature appears thereon, and all of which shall together constitute one and the same instrument.


 


[Signature
page follows]


 




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IN WITNESS WHEREOF, the undersigned have
executed this Agreement as of the date first set forth above.


 


	COUNTRYWIDE HARDWARE, INC.	 
	 	 
	By:	/s/ Joseph A. Molino, Jr.	 
	Name:	Joseph A. Molino, Jr.	 
	Title:	Vice President	 
	 	 
	NATIONWIDE INDUSTRIES, INC.	 
	 	 
	By:	/s/ Christopher J. Kliefoth	 
	Name:	Christopher J. Kliefoth	 
	Title:	President	 


 





Signature Page to Purchase Option