Letter of Intent Execution Template

LETTER OF INTENT — EXECUTION TEMPLATE

This Letter of Intent ("LOI") is made and entered into as of Effective Date: by and between Client Name: (hereinafter "Party A") with principal address: , and Client Name: (hereinafter "Party B") with principal address: .

RECITALS

WHEREAS, Party A and Party B have engaged in preliminary discussions regarding the proposed transaction described as: (the "Transaction"); and

WHEREAS, the parties desire to set forth certain agreed basic commercial terms and certain binding understandings to facilitate negotiation and execution of definitive agreements related to the Transaction, subject to the terms and conditions set forth herein; and

WHEREAS, the parties intend that this LOI will record the parties' mutual intent and allocate the responsibilities and expectations of the parties during the period prior to execution of definitive agreements.

NOW, THEREFORE

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. PURPOSE

The purpose of this LOI is to set forth the principal commercial terms under which the parties intend to negotiate and, if agreed, execute definitive binding transaction documents (the "Definitive Agreements"). This LOI is a statement of intent and does not by itself create any obligation to consummate the Transaction except as expressly set forth in Section 3 (Binding Provisions) and other provisions expressly identified as binding.

2. KEY TERMS

2.1 Transaction Description: The Transaction shall consist of

2.2 Purchase Price (if applicable): $ payable as follows:

2.3 Deposit/Earnest Money (if any): $ payable to: .

2.4 Due Diligence Period: A period of days following the Effective Date during which Party A and Party B shall have the right to complete their respective due diligence investigations.

2.5 Target Closing Date: on or before , subject to satisfaction or waiver of Conditions Precedent.

2.6 Exclusivity: The parties agree that, upon execution of this LOI, Party shall have exclusivity with respect to the Transaction for a period of days. Exclusivity is binding

3. BINDING PROVISIONS

Except as otherwise expressly provided herein, the parties agree that Sections 4 (Confidentiality), 2.6 (Exclusivity) if the box is checked, 7 (Expenses), 9 (Governing Law), and this Section 3 are intended to be legally binding and enforceable obligations of the parties. All other provisions of this LOI are non-binding expressions of intent and are subject to the negotiation and execution of Definitive Agreements.

4. CONFIDENTIALITY

All non-public information exchanged by the parties in connection with the Transaction shall be treated as confidential and shall not be disclosed to third parties except as reasonably required to professional advisors or as required by law, provided that the receiving party uses commercially reasonable efforts to protect such information. Confidentiality obligations shall survive termination of this LOI for a period of three (3) years.

5. CONDITIONS PRECEDENT

The obligations of the parties to proceed to the Definitive Agreements are subject to the satisfaction (or waiver) of customary conditions precedent, including: completion of due diligence to the reasonable satisfaction of each party; approval by the respective boards of directors or other governing bodies; execution of Definitive Agreements containing customary representations, warranties, covenants and indemnities; and receipt of any required third-party or regulatory approvals.

6. TERM AND TERMINATION

This LOI shall expire upon the earlier of (a) execution of the Definitive Agreements; (b) mutual written agreement of the parties to terminate; or (c) expiration of the Exclusivity Period if applicable. Either party may terminate this LOI upon written notice in the event of a material breach by the other party that remains uncured after ten (10) business days following written notice.

7. EXPENSES

Each party shall bear its own fees and expenses incurred in connection with the negotiation, preparation, and execution of this LOI and any Definitive Agreements, unless otherwise expressly agreed in writing.

8. NOTICES

Notice Address — Party A

Notice Contact — Party A

Notice Address — Party B

Notice Contact — Party B

Notices shall be in writing and delivered by hand, certified mail (return receipt requested), nationally recognized overnight courier, or email with confirmation to the addresses set forth above or such other addresses as a party may designate in writing in accordance with this Section.

9. GOVERNING LAW

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

10. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENTS; WAIVER; COUNTERPARTS

This LOI constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior discussions and agreements. If any provision of this LOI is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Any amendment or modification of this LOI must be in writing and signed by both parties. No failure or delay by a party to exercise any right shall operate as a waiver of that right. This LOI may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

11. MISCELLANEOUS

Each party warrants that the person signing this LOI on its behalf is duly authorized to execute and deliver this LOI and to bind such party to the obligations herein. Neither party shall assign its rights or obligations under this LOI without the prior written consent of the other party, except to a successor by merger or sale of substantially all assets.

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