Legal Transaction Memo

LEGAL TRANSACTION MEMO

This Legal Transaction Memo (the "Memo") is prepared by for the benefit of concerning a proposed transaction between (the "Transferor") and (the "Transferee"). The effective date of this Memo is .

RECITALS

WHEREAS, Transferor is the owner of certain assets, equity, rights and obligations described in this Memo and more particularly identified as ; and

WHEREAS, Transferee has expressed an intention to acquire such assets or equity on the terms summarized below and subject to definitive documentation and requisite approvals; and

WHEREAS, the parties desire to set forth in this Memo a non-exhaustive summary of material commercial terms, conditions precedent, key deliverables and legal considerations to guide negotiation of binding transaction documents.

NOW, THEREFORE, the parties hereby state the intentions and understanding reflected in the sections below, which are intended to guide counsel and business teams in preparing definitive agreements.

1. TRANSACTION SUMMARY

1.1 Transaction Type: .

1.2 Consideration: Purchase price or consideration to be paid at Closing shall be , payable as follows: .

1.3 Closing Date: The anticipated closing date is , subject to satisfaction of conditions precedent set forth in Section 3.

2. SCOPE OF TRANSFER

2.1 Assets Included. The assets to be transferred shall include, without limitation, the following categories:

2.2 Excluded Assets. The following assets are expressly excluded from the transfer:

3. CONDITIONS TO CLOSING

3.1 Conditions. The obligations of each party to consummate the transaction shall be subject to customary conditions precedent, including but not limited to:

(a) Delivery of required corporate and third-party consents and approvals; (b) accuracy of representations and warranties as of Closing; (c) absence of any material adverse change in the business of Transferor; and (d) receipt of all material third-party approvals listed here: .

3.2 Conditions to Transferee. In addition to the foregoing, Transferee's obligation is conditioned on receipt of .

4. REPRESENTATIONS AND WARRANTIES

4.1 Transferor Representations. Transferor shall make customary representations and warranties regarding authority, title to assets, compliance with law, financial statements, tax matters and absence of undisclosed liabilities. Key representations to be included in the definitive agreement are:

4.2 Transferee Representations. Transferee shall make customary representations regarding authority, financing and ability to perform its obligations, including:

5. COVENANTS

5.1 Pre-Closing Covenants. Each party agrees to use commercially reasonable efforts to satisfy the conditions precedent and to preserve the business pending Closing. Transferor covenants include:

5.2 Post-Closing Covenants. Post-Closing obligations will include customary transition assistance, records retention and cooperation on regulatory matters:

6. TAX AND EMPLOYMENT MATTERS

6.1 Tax Allocation. The parties intend to allocate tax attributes and responsibilities as follows:

6.2 Employee Matters. Employee transitions, benefits and any required termination or retention arrangements shall be addressed in the definitive documents:

7. CLOSING DELIVERABLES

7.1 Transferor shall deliver at Closing: executed transfer documents, bills of sale, assignments, releases, certificates, and the following additional deliverables:

7.2 Transferee shall deliver at Closing: payment of consideration, director/officer certifications and the following additional deliverables:

8. FEES, EXPENSES AND INDEMNIFICATION

8.1 Fees and Expenses. Each party shall bear its own legal and advisory fees unless otherwise agreed. Additional transaction expenses to be allocated as follows: .

8.2 Indemnification. The definitive agreements will contain indemnification provisions including survival periods, caps, baskets and procedures for notice and defense of claims; initial proposed parameters:

9. CONFIDENTIALITY

9.1 The parties acknowledge that information exchanged in connection with the transaction is confidential. Unless otherwise agreed in executed nondisclosure agreements, each party shall maintain the confidentiality of such information and restrict disclosure to those with a need to know.

10. NOTICES

Notices shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier or sent by certified mail (return receipt requested) to the notice addresses stated above.

11. AMENDMENTS; WAIVER; COUNTERPARTS

11.1 Amendments. This Memo may be amended only by a written instrument executed by both parties.

11.2 Waiver. No failure or delay by either party in exercising any right shall operate as a waiver of that right, and any waiver must be in writing and signed by the waiving party.

11.3 Counterparts. This Memo may be executed in counterparts, each of which shall be an original and all of which together shall constitute one instrument.

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

12.1 Governing Law. This Memo shall be governed by and construed in accordance with the laws of the state of , without regard to conflicts of law principles.

12.2 Entire Agreement. This Memo constitutes the entire non-binding summary of the parties' understanding with respect to the matters addressed herein, and supersedes all prior oral or written communications solely to the extent expressly stated. Parties acknowledge that binding obligations shall arise only upon execution of definitive agreements.

12.3 Severability. If any provision of this Memo is held to be invalid or unenforceable, the remainder of this Memo shall remain in full force and effect and such provision shall be reformed only to the extent necessary to make it enforceable.

KEY RISK ASSESSMENT AND ACTION ITEMS

CHECKLIST

Due diligence substantially complete

Funding sources confirmed

Required approvals obtained or planned

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