Exhibit 10.2


 





CONTRACT OF
SALE


 


DATE


 


This Contract of Sale is made as of this 17th
day of December, 2010


 


PARTIES


 


The SELLER, JEAN K. WOODWARD, residing
at 50 Riverview Drive, Marlboro, New York, agrees to sell the premises described herein to


 


The PURCHASER, SONO-TEK INDUSTRIAL PARK,
LLC, with offices located at 2012 Route 9W, Bldg #3, Milton, New York, who agrees to purchase the premises described herein,
including all buildings and improvements thereon known as:


 


PREMISES


 


	 	Street Address:	The Milton Industrial Park, 2008-2016 Route 9W
	 	 	Milton , New York 
	 	 	 
	 	Tax Map Designation:	103.1-2-80 


 


More
fully described on Schedule A annexed, together with SELLER’S interest, if any, in street and unpaid
awards as set forth in Paragraph 8 below.


 


PERSONAL PROPERTY


 


The
sale also includes all fixtures and articles of personal property attached to or used in connection with
the PREMISES, unless specifically excluded below, TO THE EXTENT SAME ARE LOCATED ON THE PREMISES. Excluded
from the sale are furniture and household furnishings.


 


PURCHASE PRICE


 


	 	1	The purchase price is	$2,500,000.00
	 	 	 	 
	 	 	Payable as follows:	 
	 	 	 	 
	 	 	By a pre-contract payment	$        2,500.00
	 	 	 	 
	 	 	On the signing of this contract by check subject to collection:	$      47,500.00
	 	 	 	 
	 	 	By Purchase Money Note and Mortgage	$ 2,100,000.00
	 	 	 	 
	 	 	BALANCE AT CLOSING:	$    350,000.00


 



     

     

    

ACCEPTABLE FUNDS


 


2. All money payable under this contract
unless otherwise specified, shall be either:


 


(a)Cash, but not over ONE THOUSAND AND NO/100
($1,000.00) DOLLARS, or


 


(b)Good unendorsed certified check of PURCHASER,
or good unendorsed official check of any bank, having a banking office in the State of New York, payable to the order of SELLER,
or


 


(c)Money other than the purchase price,
payable to SELLER at CLOSING, may be by unendorsed check of PURCHASER up to the amount of ONE THOUSAND AND NO/100 ($1,000.00) DOLLARS,
or


 


(d)Wire transfer.


 


(e)As otherwise agreed to in writing by
SELLER or SELLER'S attorney. Endorsed checks will not be accepted.


 


“SUBJECT TO” PROVISIONS


 


3.The PREMISES are to be transferred subject
to:


 


(a)Laws and governmental regulations that
affect the use and maintenance of the PREMISES, provided that they are not violated by the buildings and improvements erected on
the PREMISES.


 


(b)Consents for the erection of any structures
on, under or above any streets on which the PREMISES abut.


 


(c)Encroachments of stoops, areas, cellar
steps, trim and cornices, if any, upon any street or highway.


 


(d)Covenants, easements and restrictions
of record, if any, provided the same do not render title unmarketable.


 


(e)Existing tenancies.


 


(f)Such state of facts as an accurate survey
or a personal inspection of the said premises may reveal, provided the same do not render title unmarketable.


 


TITLE COMPANY APPROVAL


 


4.SELLER shall give and PURCHASER
shall accept such title as any title company, a member of the New York State Land Title Association will be willing to approve
and insure in accordance with their standard form of title policy, subject only to the matters provided for in this contract.



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CLOSING DEFINED AND FORM OF DEED


 


5. "CLOSING" means the settlement of the obligations
of SELLER and PURCHASER to each other under this contract, including the payment of the purchase price to SELLER, and the delivery
to PURCHASER of a Bargain and Sale deed with covenant against Grantors Acts in proper statutory form for recording so as to transfer
full ownership to the PREMISES, free of all encumbrances except as herein stated. The deed will contain a covenant by SELLER as
required by Section 13 of the Lien Law.


 


CLOSING DATE AND PLACE


 


6. CLOSING will take place at the office of DRAKE, LOEB,
HELLER, KENNEDY, GOGERTY, GABA, & RODD, PLLC, 555 Hudson Valley Avenue, Ste. 100, New Windsor, New York, on or before
December 31, 2010. Time is hereby made of the essence for a closing of this contract on a date mutually agreed upon between the
parties between December 15, 2010 and December 31, 2010. It being understood by the PURCHASER that as a condition of this sale,
and subject only to the SELLER'S inability to deliver title in accordance with this Contract, in the event the PURCHASER fails
to close title on or before December 31, 2010, through no fault of the SELLER, the PURCHASER shall be deemed in default, all monies
paid under this Contract shall be retained by the SELLER and this Contract shall automatically become null, void and unenforceable
by the PURCHASER.


 


PURCHASE MONEY MORTGAGE


 


7.As pat of the consideration for this conveyance, the PURCHASER
shall at the time of closing, deliver to the SELLER a fully executed Purchase Money Note secured by a Purchase Money Mortgage in
the form set forth in Schedules “B” and “C” annexed hereto and made a part hereof. The note shall provide
for monthly payments of principal and interest at 5-1/2% per annum in an amount necessary to amortize the loan over a twenty (20)
year term, which said monthly payments shall be in the amount of $14,445.63 per month. The terms of the Purchase Money Note and
Mortgage are more fully set forth on Schedule "B" and "C" annexed hereto and made a part of this Contract.
The PURCHASER shall pay the mortgage recording tax, recording fees and the SELLER'S attorney fees for preparation of the Purchase
Money Note and Mortgage, not to exceed $500.00.


 


BROKER


 


8.PURCHASER and SELLER covenant, warrant and represent to
each other that neither of them has dealt with any broker, finder or like person in consummating the transaction contemplated hereby
and that no conversations or negotiations were had with any broker, finder or like person concerning the sale of the PREMISES.
PURCHASER and SELLER acknowledge that they have relied on this representation in entering into this Contract. PURCHASER and SELLER
agree to indemnify each other against, and to hold each other harmless from, any and all claims, liabilities, losses, costs and
expenses (including, without limitation, reasonable attorneys' fees and disbursements) suffered or incurred by either PURCHASER
or SELLER by reason of any claim arising out of any conversations or negotiations had by the other, with any broker, finder or
like person claiming to have dealt with such other party in connection with the sale of the PREMISES. The provisions of this paragraph
shall survive delivery of the deed hereunder or the earlier termination of this Contract.



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STREET AND ASSIGNMENT OF UNPAID AWARDS


 


9. This sale includes all of SELLER'S ownership and rights,
if any, in any land lying in the bed of any street or highway, opened or proposed, in front of or adjoining the PREMISES to the
center line thereof. It also includes any right of SELLER to any unpaid award by reason of any taking by condemnation and/or for
any damage to the PREMISES by reason of change of grade of any street or highway. SELLER will deliver at no additional cost to
PURCHASER, at CLOSING, or thereafter, on demand, any documents which PURCHASER may require to collect the award and damages.


 


COMPLIANCE WITH STATE AND MUNICIPAL 


DEPARTMENT VIOLATIONS AND ORDERS


 


10.
SELLER will comply with all notices of violations of law or municipal ordinances, orders or requirements
noted in or issued by any governmental department having authority as to lands, housing, buildings, fire,
health and labor conditions affecting the PREMISES at the date hereof. The PREMISES shall be transferred
free of them at CLOSING. SELLER shall furnish PURCHASER with any authorizations necessary to make the
searches that could disclose these matters. The cost of such compliance shall not exceed FIVE HUNDRED
($500.00) DOLLARS. Should the cost of compliance exceed FIVE HUNDRED ($500.00) DOLLARS, SELLER may cancel
this Contract and this Contract shall be null and void, and the SELLER shall refund to the PURCHASER
the down payment made under this Contract, without interest, whereupon the PURCHASER shall have no further
claim against the SELLER or claim or lien upon the PREMISES herein described and both parties to this
Contract shall be completely released from all further liability hereunder.


 


APPORTIONMENT
OF TAXES AND RENTS


 


11.Attached
to this Contract as Schedule "D" is a list of the tenants presently occupying portion of the
premises together with a rent roll and a statement of any security deposits held by the SELLER. SELLER
will provide PURCHASER with a complete copy of each written Lease and any amendments or riders or other
writings pertaining to any obligation of Landlord or Tenant under each such Lease when SELLER signs this
Contract. SELLER represents and warrants the accuracy of the rent roll and that there does not now exist
any material default under any lease described therein. The security deposits will be assigned to the
PURCHASER by the SELLER at the Closing and the SELLER and the PURCHASER shall execute a joint letter
to each of the tenants advising the tenants of the sale; the transfer of the security deposit and the
address to which all rent payments commencing on January 1, 2011 should be sent. The rent shall be adjusted
as of the Closing Date.


 


The following are to be apportioned as of midnight December 31,
2010.


 



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(a)Taxes,
water charges and sewer rents, on the basis of the fiscal period for which assessed. subject to the above
provisions of the adjustment date as of December 31, 2010.


 


(b)
Fuel, if any.



     

    

If CLOSING shall occur before a new tax rate
is fixed, the apportionment of taxes shall be upon the basis of the old tax rate for the preceding period applied to the latest
assessed valuation. Any errors or omissions in computing apportionments at CLOSING shall be corrected within six (6) months of
the CLOSING. THIS PROVISION SHALL SURVIVE CLOSING.


 


ALLOWANCE FOR UNPAID TAXES


 


12.SELLER
has the option to credit PURCHASER as an adjustment of the purchase price with the amount of any unpaid
taxes, assessments, water charges and sewer rents, together with any interest and penalties thereon to
a date not less than five (5) business days after CLOSING, provided that official bills therefor computed
to said date are produced at CLOSING.


 


USE OF PURCHASE PRICE TO PAY ENCUMBRANCES


 


13.If there is anything else affecting the sale which SELLER
is obligated to pay and discharge at CLOSING, SELLER may use any portion of the balance of the purchase price to discharge it.
As an alternative, SELLER may deposit money with the title insurance company employed by PURCHASER required by it to assure its
discharge, but only if the title insurance company will insure PURCHASER'S title clear of the matter or insure against its enforcement
out of the PREMISES. Upon request made within a reasonable time before CLOSING, PURCHASER agrees to provide separate certified
checks as requested to assist in clearing up these matters.


 


AFFIDAVITS AS TO JUDGMENTS, BANKRUPTCIES


 


14.If a title examination discloses judgments, bankruptcies
or other returns against persons other than SELLER having names the same as or similar to that of SELLER, SELLER shall deliver
a satisfactory detailed affidavit at CLOSING showing that they are not against SELLER.


 


DEED TRANSFER AND RECORDING TAXES


 


15.(a) At CLOSING, SELLER shall deliver a check payable
to the order of the appropriate County officer in the amount of any applicable transfer tax payable by reason of the delivery or
recording of the deed.


 


(b) At CLOSING, SELLER will deliver any warranties,
bills of sale, receipts, invoices, and/or contracts to the extent the SELLER presently possesses them.



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TRANSFER TAX REPORT


 


16.SELLER and PURCHASER shall complete, sign and deliver
at Closing the New York State Combined Real Estate Transfer Tax Return and Credit Line Mortgage Certificate (Form TP-584), which
SELLER shall deliver to the PURCHASER’S title company with SELLER’S check as and for payment of the transfer tax due.
Any costs or fees necessary to record the deed, to file the Form TP-584 or to file the Real Property Transfer Report (Form RP-5217)
shall be paid by the PURCHASER.


 


CONDITION OF PREMISES


 


17.The PURCHASER has examined the Premises and the Fixtures
above described and takes them in their present condition and “AS IS.” Neither the SELLER nor any agent or representative
of the SELLER has made any representations or promises upon which the PURCHASER has relied regarding the physical condition of
the Premises, the equipment and fixtures therein contained, or any other matter or thing relating to the property hereby contracted
to be sold, except as is expressly set forth in this agreement. The SELLER shall not be liable for or in any manner bound by any
verbal or written statements or representations by any person or persons, unless such representations are expressly set forth in
this agreement.


 


NO WARRANTIES


 


18.The SELLER makes no representations nor warranties concerning
the conditions of the property or fitness for a particular purpose.


 


TITLE DEFECTS & LIMIT OF LIABILITY


 


19.If the SELLER shall be unable to convey a good and insurable
title subject to and in accordance with this agreement, the sole obligation of the SELLER shall be to refund the PURCHASER’S
down payment made herein, without interest thereon, and to reimburse PURCHASER for the cost of title examination (expense actually
incurred by PURCHASER for title examination, in no event to exceed net amount which would be charged by a title company in the
County in which the Premises are located for title examination of Premises described herein without issuance of a policy), if PURCHASER
had ordered and paid for same, and upon making of such refund, this agreement shall wholly cease and terminate and neither party
shall have any further claim against the other by reason of this agreement, and the lien, if any, of the PURCHASER against the
Premises shall wholly cease. The SELLER shall not be required to bring any action or proceeding or otherwise to incur any expenses
to render the title to the Premises marketable. The PURCHASER may, nevertheless, accept such title as the SELLER may be able to
convey without any further liability on the part of the SELLER and without any abatement or reduction of the Purchase Price. The
acceptance of a deed by the PURCHASER shall be deemed to be a full performance and discharge of every agreement and obligation
on the part of the SELLER to be performed pursuant to the contract.


 



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FIRPTA


 


20.SELLER represents and warrants to PURCHASER that SELLER
is not a "foreign person" as defined in IRC Section 1445, as amended, and the regulations issued thereunder ("Code
Withholding Section"). At the CLOSING SELLER shall deliver to PURCHASER a certification stating that SELLER is not a foreign
person, which certification shall be in the form then required by the Code Withholding Section. In the event SELLER fails to deliver
the aforesaid certification or in the event that PURCHASER is not entitled under the Code Withholding Section to rely on such certification,
PURCHASER shall deduct and withhold from the purchase price a sum equal to ten (10%) percent thereof and shall at CLOSING remit
the withheld amount with the required forms to the Internal Revenue Service.


 


OBJECTIONS TO TITLE


 


21.PURCHASER shall notify SELLER'S attorney in writing by
mail, of any objection to title at least twenty (20) days before the closing of title. SELLER shall be entitled to a reasonable
adjournment of the closing date in order to clear any such objections to title, but if SELLER is unable to clear such objections
to title, SELLER shall have the option to terminate this contract by notifying PURCHASER'S attorney in writing by mail, of such
termination. If such termination notice is sent, SELLER shall simultaneously return the down payment made hereunder, without interest
thereon, to PURCHASER, and thereupon, this contract shall be null and void and neither SELLER nor PURCHASER shall have any further
rights or obligations hereunder or to the other.


 


DOWN PAYMENT ESCROW


 


22.The down payment of FORTY-SEVEN THOUSAND FIVE HUNDRED
AND NO/100 ($47,500.00) DOLLARS will be held in escrow by DRAKE, LOEB, HELLER, KENNEDY, GOGERTY, GABA, & RODD, PLLC, ("Escrowee")
in Escrowee's IOLA Trust Account maintained at Riverside Bank, 52 Route 17K, Newburgh, New York, 12550, as herein provided, until
CLOSING or until a default hereunder by PURCHASER, at which time it shall be delivered to SELLER. If SELLER defaults hereunder,
the down payment shall be returned to PURCHASER.


 


The Escrowee shall not be liable to either of
the parties for any act or omission, except for bad faith or gross negligence, and the parties hereby indemnify the Escrowee and
hold the Escrowee harmless from any claims, damages, losses or expenses arising in connection herewith. The parties acknowledge
that the Escrowee is acting solely as a stakeholder for their convenience. In the event of a dispute between the parties, the Escrowee
shall not be bound to release and deliver the escrow fund to either party but may either continue to hold the escrow fund until
Escrowee is directed in a writing signed by all parties hereto or Escrowee may deposit the down payment with the clerk of any court
of competent jurisdiction. Upon such deposit the Escrowee will be released from all duties and responsibilities hereunder.


 



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The Escrowee shall not be required to defend
any legal proceedings which may be instituted against it in respect of the PREMISES or the subject matter of this contract unless
requested to do so by PURCHASER or SELLER and indemnified to its satisfaction against the cost and expense of such defense. Escrowee
shall not be required to institute legal proceedings of any kind and shall have no responsibility for the genuineness or validity
of any document or other item deposited with it or the collectibility of any check delivered in connection with this contract.
Escrowee shall be fully protected in acting in accordance with any written instructions given to it hereunder and believed by it
to have been signed by the proper parties.


 


The parties agree that notwithstanding Escrowee's
role as escrow agent, Escrowee may and does represent the SELLER as legal counsel in connection with the subject matter of this
contract and otherwise.


 


RIGHT TO INSPECT


 


23.The PURCHASER shall have the right to inspect the Premises
at any reasonable time upon notice to SELLER during the two (2) days prior to the date of the Closing.


 


DELIVERY CONDITION


 


24.The SELLER shall deliver the Premises "AS IS"
as of the date of the Contract.


 


SURVEY


 


25.PURCHASER shall have the right to have a survey and description
prepared of the subject PREMISES provided it is prepared by a licensed surveyor at PURCHASER'S cost and expense. The PURCHASER'S
surveyor shall have the right to enter the Premises for this purpose, and PURCHASER agrees to indemnify and hold SELLER harmless
against any claims by such surveyor arising from entry to the Premises. If a copy of such survey and description are provided to
SELLER’S attorney prior to that date of Closing, and provided such survey is certified to SELLER, then SELLER agrees to use
such survey description in the deed of conveyance in lieu of the description set forth in this contract. SELLER makes no representation
or warranty as to the accuracy of the description supplied by the PURCHASER by virtue of its inclusion in the deed.


 


PURCHASER DEFAULT


 


26.If PURCHASER shall default hereunder, the down payment
paid by PURCHASER to SELLER on account of this agreement may, at SELLER’S option, be retained by SELLER. In the event SELLER
elects to retain the down payment, both parties shall be relieved and released of and from any further liabilities hereunder, and
PURCHASER expressly releases any lien PURCHASER may have against the property.


 


PATRIOT ACT AND ANTI-TERRORISM LAW


 


27.Each party hereto represents and
warrants to the other party and to the parties’ respective counsels herein, that such party: (i) is not listed on the United
States Treasury Department Office of Foreign Assets Control’s Specially Designated Nationals (SDN) List; (ii) is not an entity
the other party is prohibited to do business with under the USA Patriot Act and related anti-terrorism laws; (iii) will not violate
the USA Patriot Act and related anti-terrorism laws; and (iv) will not do business with any individual or entity that will violate
the USA Patriot Act and related anti-terrorism laws.



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Each party hereto shall,
upon written request therefore, promptly provide to the other party and the parties’ respective counsels herein, a written
certification or other reasonable evidence confirming such party’s compliance with the USA Patriot Act and related anti-terrorism
laws.


 


Each party hereto shall
indemnify the other party and the parties’ respective counsels herein, in the event that such party violates the above, or
the USA Patriot Act and related anti-terrorism laws.


 


GENERAL PROVISIONS


 


28.Notices. Any notices, request, instrument or other
document to be given hereunder shall be in writing and, shall be delivered personally or sent by certified mail return receipt
requested or recognized overnight delivery service. All notices shall be deemed to have been given 48 hours following deposit in
the United States Postal Service or upon delivery to the overnight service if sent by recognized overnight delivery service or
upon delivery if by hand. Notices to be sent to the following:


 


	If to the SELLER:	Jean K. Woodward
	 	50 Riverview Drive
	 	Marlboro , New York  12542
	 	 
	With a copy to:	James R. Loeb, Esq
	 	Drake, Loeb, Heller, Kennedy, Gogerty
	 	Gaba & Rodd PLLC
	 	555 Hudson Valley Avenue, Suite 100
	 	New Windsor, New York  12553
	 	 
	If to the PURCHASER:	SONO-TEK INDUSTRIAL PARK LLC
	 	2012 Route 9W
	 	Milton , New York  12547
	 	 
	With a copy to:	Richard R. DuVall, Esq
	 	McCabe & Mack LLP
	 	63 Washington Street
	 	P. O. Box 509
	 	Poughkeepsie , New York  12602


 


Each party may change its address for the purposes
of this Paragraph by giving written notice of such change to the other party in the manner herein provided.


If this Agreement
provides for a designated period after a Notice within which to perform an act, such period shall commence on the date of receipt
or tender of the Notice. If this Agreement requires the exercise of a right by Notice on or before a certain date or within a designated
period, such right shall be deemed exercised on the date of mailing or tender of the Notice pursuant to which such right is exercised.



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Severability. In case any one or
more of the provisions or parts of a provision contained in this Agreement shall for any reason be held to be invalid, illegal
or unenforceable in any respect in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other
provision or part of a provision of this Agreement.


Assignment. This Agreement may not
be assigned by the PURCHASER without the prior written consent of the SELLER, which consent shall be in the sole discretion of
the SELLER.


Merger. SELLER is not liable or bound
in any manner by express or implied warranties, guaranties, promises, statements, representations or information pertaining to
the Premises, made or furnished by any agent, employee, servant, or other person representing or purporting to represent the SELLER,
unless such warranties, guaranties, promises, statements, representations or information are expressly and specifically set forth
herein. It is understood and agreed that all understandings and Agreements heretofore had between the parties hereto are merged
in this Contract, which alone fully and completely expresses their Agreement, and that the same is entered into after full investigation,
neither party relying upon any statement or representation, not embodied in this Contract, made by the other.


Execution of Contract. It is specifically
understood that offer to sell the Premises is made by the preparation or delivery of this contract to the PURCHASER or PURCHASER’S
attorney, but the same shall be deemed an invitation of an offer to purchase on the terms therein contained without any unauthorized
changes. It is further understood that pending the acceptance by SELLER of PURCHASER’S offer by execution and delivery of
this contract to PURCHASER’S attorney, neither party shall be bound hereby, and SELLER shall be free to continue to list
the premises for sale, and entertain offers from other prospective PURCHASERS.


 


PROVISIONS NOT TO SURVIVE CLOSING


 


29. No provision of this contract shall survive closing
of title and delivery of the deed, except as otherwise expressly provided herein.


 


AMENDMENTS


 


30.The PURCHASER acknowledges that this contract was prepared
by the attorney for the SELLER. To the extent that changes made by the PURCHASER or by the PURCHASER'S attorney are not initialed
by the SELLER, those changes shall not be binding upon the SELLER and the terms of this contract as originally prepared in that
respect shall be binding upon all parties hereto.


 



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ENTIRE AGREEMENT


 


31. All prior understandings and agreements between SELLER
and PURCHASER are merged in this contract. It completely expresses their full agreement. It has been entered into after full investigation,
neither party relying upon any statements made by anyone else that are not set forth in this contract.


 


	 	 	/s/ Jean K. Woodward
	 	 	Jean K. Woodward, SELLER
	 	 	 
	 	 	 
	 	SONO-TEK INDUSTRIAL PARK LLC
	 	 	 
	 	 	 
	 	 By:	/s/ Stephen J. Bagley
	 	 	Stephen J. Bagley, PURCHASER


 


 


 


JRL/ef/159091


7201-63758


11/22/10







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