Exhibit 10.1





 


Purchase Agreement


 


This
Purchase Agreement (“Agreement”) is made and entered into as of March 9, 2017, between Banyan Rail Services
Inc., a Delaware corporation (“Seller”), and Patriot Equity, LLC, a Florida limited liability company (“Purchaser”).


 


Whereas,
Banyan Medical Partners LLC, a Delaware limited liability company (“BMP”), is a wholly-owned subsidiary
of Seller;


 


Whereas,
Banyan Surprise Plaza LLC, an Arizona limited liability company (“BSP”), is a wholly-owned subsidiary
of BMP;


 


Whereas,
Banyan Third Street LLC, an Arizona limited liability company (“BTS”), is a wholly-owned subsidiary
of BMP;


 


Whereas,
Seller desires to sell, and Purchaser desires to purchase, BMP, including its wholly-owned subsidiaries.


 


Now,
Therefore, in consideration of the mutual covenants and conditions hereof, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:


 


1.       Purchase
of BMP. Seller hereby sells to Purchaser and Purchaser hereby purchases, all of the outstanding limited liability company
interests of BMP (the “Interests”).


 


2.       Purchase
Price. BMP issued a demand note to Boca Equity Partners LLC, a Delaware limited liability company, dated March 9, 2017, in
the original principal amount of $277,756 (the “Note”). The Note will remain a liability of BMP and Seller
will have no further liability under the Note. The assumption of the Note constitutes the consideration for Purchaser’s
purchase of the Interests.


 


3.       Representations
and Warranties of Seller. Seller hereby warrants and represents that:


 


(a)     Seller
is the owner of the Interests, has good and marketable title to the Interests and the Interests are not subject to any mortgage,
pledge, encumbrance, security interest or other lien. There are no contractual restrictions on the transfer of any of the Interests.
Seller is not a party to any agreement, written or oral, creating rights in respect to the Interests in any third person or relating
to the voting of the Interests. There are no existing warrants, options, stock purchase agreements, redemption agreements, calls
or rights to subscribe of any character relating to the Interests. Seller hereby transfers good and marketable title and all other
rights and interests in the Interests free and clear of any liens or encumbrances. BMP is the owner of all of the outstanding
limited liability company interests of BSP and BTS (the “Subsidiary Interests”), has good and marketable title
to the Subsidiary Interests and the Subsidiary Interests are not subject to any mortgage, pledge, encumbrance, security interest
or other lien. There are no contractual restrictions on the transfer of any of the Subsidiary Interests. None of Seller, BMP or
BTS is a party to any agreement, written or oral, creating rights in respect to the Subsidiary Interests in any third person or
relating to the voting of the Subsidiary Interests. There are no existing warrants, options, stock purchase agreements, redemption
agreements, calls or rights to subscribe of any character relating to the Subsidiary Interests.


 




     


     


    

 


(b)   This
Agreement is a legal, valid and binding obligation of Seller. Seller has the authority to enter into this Agreement and to perform
its obligations under this Agreement. Seller’s sale of the Interests does not violate any agreement that is binding on Seller.


 


(c)   BSP
has entered into a purchase and sale agreement with RK-WEM, LLC dated August 8, 2016 to acquire a property commonly known as the
Surprise Medical Plaza in Surprise, Arizona (the “Surprise Purchase Agreement”). BSP is not in breach of the
Surprise Purchase Agreement and the Surprise Purchase Agreement is enforceable against the parties to the agreement.


 


4.      Representations
and Warranties of Purchaser. Purchaser hereby represents and warrants that:


 


(a)    This
Agreement is a legal, valid and binding obligation of Purchaser. Purchaser has the authority to enter into this Agreement and
to perform its obligations under this Agreement. Purchaser’s purchase of the Interests does not violate any agreement that
is binding on Purchaser.


 


(b)    Purchaser
either alone or with his financial advisor(s) has the necessary knowledge and experience in financial and business matters as
to be able to evaluate the merits and risks of Purchaser’s participation in the transactions contemplated by this Agreement.


 


(c)    Purchaser
is acquiring the Interests for its own account with the present intention of holding the Interests for purposes of investment
and has no intention of selling such Interests in a public distribution that would violate applicable federal or state securities
laws.


 


5.     Further
Acts. Each party shall, upon the reasonable request of the other party, execute and deliver in proper form any instruments
or documents and perform any acts necessary or desirable to satisfy or perform his obligations hereunder or perfect in the other
party title to all items intended to be transferred under the terms of this Agreement.


 


6.     General
Provisions.


 


(a)   Entire
Agreement. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, oral and
written, between the parties hereto with respect to the subject matter hereof.


 


(b)   Severability.
If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions
of this Agreement shall remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in
part or degree shall remain in full force and effect to the extent not held invalid or unenforceable.


 




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(c)    Governing
Law. This Agreement and all transactions contemplated hereby shall be governed by, construed and enforced in accordance with
the laws of the State of Florida.


 


(d)    Counterparts.
This Agreement may be executed in multiple counterparts, each of which will be deemed an original for all purposes and all of
which will be collectively one agreement.


 


<signature page follows>


 




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In
Witness Whereof, this Agreement has been executed by the parties on the date first above written.


 


Seller:


 


Banyan
Rail Services Inc.


 


	/s/ Paul S. Dennis	 
	By Paul S. Dennis, Interim President and CEO	 
	 	 
	Purchaser:	 
	 	 
	Patriot
    Equity, LLC	 
	 	 
	/s/ Gary O. Marino	 
	By Gary O. Marino, Managing Member	 


 




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