Legal Terms Sheet

LEGAL TERMS SHEET

This Legal Terms Sheet (the Terms Sheet) is made as of by and between Party A: , a organized under the laws of ; and Party B: , a organized under the laws of .

RECITALS

WHEREAS, Party A has developed certain assets, intellectual property, technology, business relationships and related documentation described more particularly in Section 1 (the Transaction Assets); and

WHEREAS, Party B desires to acquire, or to enter into commercial arrangements concerning, the Transaction Assets, and Party A is willing to negotiate terms for such acquisition or arrangement on the terms and conditions set forth in this Terms Sheet; and

WHEREAS, the parties intend that this Terms Sheet will memorialize principal commercial terms to be reflected in a definitive agreement to be negotiated and executed by the parties.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the parties agree as follows:

1. TRANSACTION

1.1 Description. Party A will the Transaction Assets described as follows:

1.2 Intended Structure. The intended structure of the transaction is:

2. CONSIDERATION

2.1 Purchase Price. The aggregate consideration payable by Party B to Party A shall be (the Purchase Price), subject to adjustments as set forth herein.

2.2 Payment Terms. The Purchase Price shall be paid by: . Any deferred amounts shall accrue interest at per annum.

3. CLOSING

3.1 Closing Date. The parties aim to consummate the transaction on or before (the Closing Date), subject to satisfaction or waiver of the conditions set forth in Section 4.

3.2 Deliveries. At the Closing, Party A will deliver customary assignments, bills of sale and other instruments of transfer and Party B will deliver the Purchase Price and related closing documents.

4. CONDITIONS TO CLOSING

4.1 Conditions. Closing shall be subject to (a) completion of satisfactory due diligence by Party B; (b) receipt of all required third-party consents and approvals; and (c) absence of any injunction or order restraining the transaction.

5. DUE DILIGENCE

5.1 Period. Party B shall have an exclusive period of from the Effective Date to complete due diligence.

5.2 Access. Party A shall provide reasonable access to its records, employees and facilities necessary for Party B to complete its due diligence, subject to confidentiality obligations in Section 7.

6. EXCLUSIVITY

For the duration of the due diligence period, Party A agrees not to solicit, negotiate or enter into any agreement with any third party with respect to the Transaction Assets. The exclusivity period shall commence on the Effective Date and continue for unless earlier terminated by mutual written agreement.

7. CONFIDENTIALITY

All non-public information exchanged in connection with the negotiation and evaluation of the transaction shall be treated as Confidential Information and may only be used for purposes of the transaction. Confidential Information excludes information that is or becomes publicly available without breach of this Terms Sheet, or that is independently developed by the receiving party.

8. REPRESENTATIONS AND WARRANTIES

8.1 Preliminary Representations. Each party represents and warrants to the other that it has the corporate power and authority to enter into this Terms Sheet and to perform its obligations hereunder. These preliminary representations are made for the purpose of evaluating the transaction and are subject to expansion and limitation in any definitive agreement.

8.2 Party A Specifics. Party A represents that, to its knowledge, the Transaction Assets are owned or controlled by Party A and that there are no known material claims encumbering the Transaction Assets other than those disclosed in writing to Party B.

9. INDEMNIFICATION

The parties shall negotiate customary indemnification provisions for breaches of representations, covenants and for third-party claims. The parties acknowledge that the specific scope and limitations of indemnity (including caps, baskets and survival periods) shall be set forth in the definitive agreement.

10. TERMINATION

This Terms Sheet may be terminated by either party upon written notice to the other if the parties have not executed a definitive agreement by or such later date as the parties may agree in writing. Termination of this Terms Sheet shall relieve the parties of further obligations hereunder except for those provisions that by their nature survive termination, including confidentiality and expenses.

11. NOTICES

Notices shall be in writing and delivered by personal delivery, nationally recognized overnight courier, or certified mail, return receipt requested, and shall be effective upon receipt.

12. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Terms Sheet shall be effective unless in writing and signed by both parties. No failure or delay in exercising any right shall operate as a waiver.

13. GOVERNING LAW

This Terms Sheet shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to principles of conflicts of law.

14. ENTIRE AGREEMENT

This Terms Sheet constitutes the entire agreement between the parties with respect to the matters described herein and supersedes all prior agreements, understandings and negotiations, whether oral or written, with respect to such matters. The parties acknowledge that except as expressly set forth in this Terms Sheet, no binding obligation to consummate the transaction shall exist until execution of a definitive agreement.

15. SEVERABILITY

If any provision of this Terms Sheet is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired.

16. COUNTERPARTS

This Terms Sheet may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

17. MISCELLANEOUS

17.1 Assignment. Neither party may assign its rights or obligations under this Terms Sheet without the prior written consent of the other party, except to an affiliate or successor by merger or sale of substantially all assets.

17.2 Expenses. Each party shall bear its own expenses in connection with the negotiation and execution of definitive documentation, provided that any agreed payment of transaction expenses will be set forth in the definitive agreement.

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