Letter of Intent Response

LETTER OF INTENT RESPONSE

This Letter of Intent Response (the "Response") is made as of Effective Date: by and between Client Name: (the "Client") and Responder Name: (the "Responder").

RECITALS

WHEREAS, the Client delivered to the Responder a Letter of Intent dated: (the "LOI") outlining certain preliminary terms for the proposed transaction described below; and

WHEREAS, the parties desire to confirm the Responder's formal response to the LOI and to state the binding and non-binding provisions governing the parties' further negotiations and limited obligations pending execution of definitive agreements; and

WHEREAS, the Responder's response is indicated below as either acceptance, conditional acceptance, counterproposal, or rejection in accordance with the selections made in Section 1.

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

1. RESPONSE

The Responder hereby indicates its response to the LOI (select one):

Accept as written (Responder agrees to the material terms in the LOI without modification).

Conditional acceptance (Responder accepts subject to the conditions set forth in the counterproposal below).

Counterproposal submitted (see description of proposed modifications).

Reject (Responder does not intend to proceed under the terms of the LOI).

2. PROPOSED TRANSACTION TERMS

The parties acknowledge the principal commercial terms that are the subject of the LOI and this Response. Proposed consideration (if applicable): $ . Scope of the proposed transaction:

3. CONFIDENTIALITY

The parties agree that all information exchanged in connection with the LOI and this Response (including diligence materials, financial information, and negotiations) is Confidential Information. Each party shall: (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (b) use Confidential Information only for purposes of evaluating and negotiating the proposed transaction; and (c) not disclose Confidential Information to any third party except to those employees, advisors or affiliates who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein. Confidentiality obligations shall survive termination of negotiations and remain in effect for a period of three (3) years from the date of disclosure unless otherwise agreed in a definitive agreement.

4. EXCLUSIVITY

For the period of days following the Effective Date, the Client agrees not to solicit, negotiate, or enter into any agreement with any third party with respect to the specific transaction described in the LOI. The parties acknowledge that exclusivity is binding and enforceable as an obligation to negotiate in good faith for the stated period, subject to the Conditions Precedent in Section 5.

5. CONDITIONS PRECEDENT

The obligations of the parties to execute any definitive agreement are subject to customary conditions precedent, including without limitation: satisfactory completion of due diligence, approval by the respective boards or authorized representatives of each party, and execution of mutually acceptable definitive documentation. Unless otherwise agreed in writing, the deadline to satisfy or waive such conditions is: .

6. EXPENSES

Except as otherwise set forth in a definitive agreement, each party shall bear its own costs and expenses (including attorneys' fees, accountants' fees, and other professional fees) incurred in connection with the LOI, this Response and any negotiation, whether or not a transaction is consummated.

7. BINDING AND NON-BINDING PROVISIONS

Except as expressly provided in this Section 7 and Sections 3 (Confidentiality), 4 (Exclusivity), 6 (Expenses), and 9 (Notices), the parties intend that this Response and any preliminary agreements reflected herein are non-binding and solely for the purpose of facilitating further negotiation of a definitive agreement. The parties expressly acknowledge that no definitive agreement shall exist unless and until a definitive written agreement is executed by duly authorized representatives of each party. The parties further agree that any binding obligations must be set forth in a definitive agreement containing customary representations, warranties, covenants and indemnities.

8. NOTICES

Client Notice Contact

Responder Notice Contact

Notices under this Response shall be in writing and deemed given when personally delivered, delivered by nationally recognized overnight courier, or three (3) business days after being sent by certified mail, return receipt requested, to the addresses set forth above or such other address as either party may designate by notice in accordance with this Section.

9. GOVERNING LAW

This Response shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflict of laws. Any dispute arising out of or relating to this Response shall be subject to the exclusive jurisdiction of the state and federal courts located within that state.

10. ENTIRE AGREEMENT

This Response constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, between the parties relating to the subject matter hereof, except that the terms of the LOI expressly incorporated by reference and any separate written confidentiality agreement shall remain in effect as provided therein.

11. SEVERABILITY

If any provision of this Response is held to be illegal, invalid or unenforceable, such provision shall be enforced to the fullest extent permitted by law and the remaining provisions shall remain in full force and effect.

12. AMENDMENT; WAIVER; COUNTERPARTS

No amendment, modification or waiver of any provision of this Response shall be effective unless in writing and signed by authorized representatives of both parties. No waiver by either party of any breach shall be construed as a waiver of any subsequent breach. This Response 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.

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