Legal Letter of Interest

LEGAL LETTER OF INTEREST

This Letter of Interest ("LOI") is entered into as of Effective Date: by and between Proposer Name: (Proposer), Entity Type: Individual Corporation LLC , Address: and Recipient Name: (Recipient), Entity Type: Individual Corporation LLC , Address: .

Recitals

WHEREAS, Proposer has expressed an interest in negotiating the potential acquisition or other business combination regarding the assets or equity described below;

WHEREAS, Recipient controls or owns certain assets, business units, or equity interests and is willing to enter into negotiations subject to the terms and conditions set forth in this LOI;

WHEREAS, the Parties desire to record the principal terms of the proposed transaction and to set forth the basic understanding of their respective rights and obligations pending negotiation and execution of definitive agreements.

Now, Therefore

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the Parties agree as follows.

1. Intent; Binding and Non‑Binding Provisions

1.1 Intent. The Parties acknowledge that this LOI is a record of present intentions with respect to the proposed transaction described in Section 2. Except as expressly provided in Section 1.2, this LOI is non‑binding and neither Party shall be contractually bound to consummate the transaction until definitive agreements have been negotiated, executed and delivered by both Parties.

1.2 Binding Provisions. Notwithstanding Section 1.1, the provisions contained in Sections 4 (Confidentiality), 5 (Exclusivity), 7 (Expenses), and 11 (Governing Law) are intended to be legally binding obligations of the Parties and shall survive termination of this LOI.

2. Proposed Transaction Terms

2.1 Transaction Description: The Parties contemplate a transaction consisting of:

2.2 Purchase Price and Consideration: The proposed purchase price and consideration shall be: (cash), together with any contingent consideration or earn‑out described as:

2.3 Transaction Structure: The anticipated form of the transaction is:

2.4 Target Closing Date: Parties will use commercially reasonable efforts to close by: .

3. Due Diligence

3.1 Access and Cooperation. Recipient shall provide Proposer and its advisors reasonable access to personnel, facilities, records and data as reasonably requested for a period of days from the Effective Date. The Parties shall coordinate timing and scope in good faith.

3.2 Confidential Treatment. All information exchanged in the course of due diligence shall be treated in accordance with Section 4 below and shall not be used except for evaluation of the proposed transaction.

4. Confidentiality

4.1 Confidentiality Obligation. Each Party agrees to hold in confidence and to refrain from disclosing to any third party all non‑public information received from the other Party concerning the proposed transaction, except as required by law or with the prior written consent of the disclosing Party.

4.2 Required Disclosures. If a Party is compelled by legal process to disclose Confidential Information, that Party shall provide prompt written notice and, where permitted, cooperate with the disclosing Party in seeking protective measures.

5. Exclusivity; No‑Shop

5.1 Exclusivity. For a period of days from the Effective Date (the "Exclusivity Period"), Recipient shall not solicit, initiate, encourage or engage in negotiations with any third party concerning a competing transaction. This exclusivity obligation is binding and enforceable.

5.2 Exceptions. Recipient may respond to unsolicited inquiries received prior to the Effective Date that are not the result of a breach of this LOI, provided Recipient gives Proposer prompt written notice.

6. Conditions to Definitive Agreement

6.1 The Parties acknowledge that consummation of the proposed transaction shall be subject to customary conditions, including without limitation: (a) satisfactory completion of due diligence by Proposer; (b) negotiation and execution of mutually acceptable definitive agreements; (c) receipt of required corporate approvals; and (d) receipt of any necessary third‑party consents and governmental approvals.

7. Expenses

Except as otherwise agreed in writing, each Party shall bear its own fees and expenses (including attorneys' and advisors' fees) incurred in connection with the negotiation and preparation of definitive documents and the due diligence process. Any breakup fee or expense allocation shall be expressly agreed in a subsequently executed definitive agreement.

8. Public Announcements

Neither Party shall issue any press release or public statement concerning this LOI or the proposed transaction without the prior written consent of the other Party, except as required by law, stock exchange rules or regulatory authorities, in which case the issuing Party shall use reasonable efforts to consult with the other Party in advance.

9. Notices

10. Amendments; Waiver; Counterparts

This LOI may be amended, modified or supplemented only by a written instrument duly executed by both Parties. No waiver of any breach or default shall be effective unless in writing and signed by the Party granting the waiver. This LOI may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument.

11. Governing Law

This LOI shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The Parties submit to the exclusive jurisdiction of the courts located in that State for disputes arising under the binding provisions of this LOI.

12. Entire Agreement; Severability

This LOI, together with any written confidentiality or other binding agreements between the Parties, constitutes the entire agreement and understanding of the Parties with respect to the subject matter hereof and supersedes all prior discussions and agreements with respect thereto. If any provision of this LOI is held to be invalid or unenforceable, such invalidity shall not affect the remaining provisions, which shall remain in full force and effect.

13. Termination

Either Party may terminate this LOI upon written notice to the other Party if the Parties have not executed definitive agreements within the Exclusivity Period or any mutually agreed extension. Termination shall not affect any binding obligations under Section 1.2 or other provisions expressly designated as binding.

Acknowledgement

The Parties acknowledge that they have read and understand this LOI, that they have had the opportunity to consult with counsel, and that the signatories below are authorized to execute this LOI on behalf of their respective Parties.

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