Acquisition Project Term Sheet

ACQUISITION PROJECT TERM SHEET

This Acquisition Project Term Sheet (the Term Sheet) memorializes the principal terms under which the parties intend to negotiate and, subject to definitive agreements, effect an acquisition transaction. This Term Sheet is intended to facilitate preparation of binding documentation and to record the present understanding of the parties as set forth below.

RECITALS

WHEREAS, Acquirer Name: (the Acquirer) is evaluating the proposed acquisition described herein; and

WHEREAS, Target Name: (the Target) owns or controls certain business operations and assets that are the subject of this proposed transaction; and

WHEREAS, the parties desire to set forth the principal commercial terms for the proposed acquisition project identified as Project Name: , on the terms and conditions below.

TRANSACTION OVERVIEW

Proposed Transaction Type: Asset Purchase Stock/Equity Purchase Merger Other (specify):

Effective Date of Term Sheet:

SCOPE OF WORK

PURCHASE PRICE AND PAYMENT TERMS

Cash Equity Promissory Note Other:

Escrow Agent (if any):   Escrow Release Conditions:

Late Payment Fee: % per month (exclusive remedy unless otherwise agreed in definitive agreements).

DUE DILIGENCE, EXCLUSIVITY & TIMELINE

Due Diligence Period: days from Effective Date. During the Due Diligence Period Acquirer will have customary access to financial records, contracts, employees and facilities subject to confidentiality.

Exclusivity / No-Shop Period: days from Effective Date. Target agrees to refrain from soliciting or negotiating competing proposals during this period.

Targeted Closing Date:

CONDITIONS TO CLOSING

The parties anticipate that the definitive agreement(s) will include customary conditions including, without limitation: (a) accuracy of representations and warranties in all material respects; (b) performance of covenants; (c) receipt of required third-party consents and regulatory approvals; (d) no material adverse change to the Target; and (e) absence of pending litigation materially affecting the business.

TERM AND TERMINATION

Term Commencement Date: . Term End Date (if any): .

Termination for Convenience: Either party may terminate this Term Sheet upon days' prior written notice to the other party. Termination shall not relieve either party of accrued obligations nor affect binding provisions identified below.

CONFIDENTIALITY

All non-public information exchanged in connection with this Term Sheet shall be subject to the following confidentiality obligations: the receiving party shall (a) hold such information in strict confidence using at least the same standard of care as for its own confidential information, (b) use such information solely to evaluate and negotiate the proposed transaction, and (c) not disclose such information to any third party except to those advisors and affiliates who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein. These confidentiality obligations survive termination of this Term Sheet for a period of three (3) years.

EXPENSES; BREAK FEES

Each party shall bear its own expenses in connection with the negotiation and execution of the definitive agreements, except as otherwise agreed. Any termination fee, reverse breakup fee or similar arrangement shall be expressly set forth in definitive agreements; absent such agreement, no breakup fee is payable under this Term Sheet.

BINDING EFFECT

Except for the paragraphs titled Confidentiality, Exclusivity, Expenses; Break Fees, Governing Law, and Binding Effect, which are intended to be legally binding, this Term Sheet is non-binding and solely expresses the parties' present intentions. Neither party shall be obligated to consummate the proposed transaction until definitive agreement(s) are executed and delivered.

GOVERNING LAW

This Term Sheet and any dispute arising out of or relating to it shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

ENTIRE AGREEMENT

This Term Sheet constitutes the complete expression of the parties' current understanding with respect to the matters contained herein and supersedes any prior written or oral agreements with respect to such matters. Definitive agreement(s) will supersede this Term Sheet upon execution.

REPRESENTATIONS, WARRANTIES AND INDEMNITIES

The parties acknowledge that specific representations, warranties, covenants and indemnities shall be negotiated and set forth in the definitive agreement(s). This Term Sheet does not contain such detailed provisions, except as explicitly stated to be binding herein.

PARTY CONTACTS

MISCELLANEOUS PROVISIONS

Notices shall be delivered in writing to the contact addresses provided above. Any dispute arising under the binding provisions of this Term Sheet shall be resolved exclusively in the courts of the governing law state, and each party hereby submits to personal jurisdiction therein.

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