Offer Sheet Agreement

OFFER SHEET AGREEMENT

This Offer Sheet Agreement (the "Agreement") is entered into as of Effective Date: by and between Offeror Name: , Offeror Address: and Offeree Name: , Offeree Address: (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, Offeror desires to present to Offeree certain proposed terms under which Offeror would acquire the assets, equity, or business described below; and

WHEREAS, Offeree has indicated a willingness to consider such proposal subject to the terms, conditions and timelines set forth in this Offer Sheet; and

WHEREAS, the Parties intend that this Offer Sheet shall set forth binding commercial terms for the proposed transaction, subject to the execution of definitive transaction documents and satisfaction of the conditions set forth herein.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows.

1. DEFINITIONS

Capitalized terms used in this Agreement have the following meanings unless otherwise defined herein:

"Assets" means the assets, properties, rights and interests to be transferred as described in Asset Description below.

"Purchase Price" means the aggregate consideration for the transaction as set forth in Section 3 of this Offer Sheet.

"Closing" means the consummation of the transaction contemplated by this Offer Sheet in accordance with the terms of the definitive transaction documents.

2. PROPOSED TRANSACTION

Offeror hereby offers to acquire from Offeree the following: Asset Description:

The Parties acknowledge that this Offer Sheet is intended to memorialize the material business terms and conditions of the proposed transaction and to guide preparation of definitive transaction documents.

3. PURCHASE PRICE; PAYMENT TERMS

The Purchase Price shall be payable as follows: Deposit as set forth above, and the balance paid at Closing by wire transfer of immediately available funds, subject to customary adjustments set forth in the definitive transaction documents.

4. TIMING; CONDITIONS; ACCEPTANCE

Closing Date: . This Offer is revocable by Offeror if not accepted by Offeree on or before Acceptance Deadline: . Acceptance of this Offer must be in writing and delivered to Offeror prior to the Acceptance Deadline.

The obligations of the Parties to close are subject to the satisfaction or waiver of customary conditions, including without limitation: satisfactory completion of due diligence, negotiation and execution of definitive transaction documents acceptable to the Parties, receipt of required consents and approvals, and absence of any material adverse change.

5. DUE DILIGENCE

Offeree shall promptly provide to Offeror and its representatives reasonable access to records, personnel, facilities and other information necessary for Offeror's due diligence review. Offeror shall conduct its diligence within a Due Diligence Period of days from the Effective Date, unless extended by mutual written agreement.

6. CONFIDENTIALITY

Each Party acknowledges that information disclosed in connection with the proposed transaction is confidential. Except as required by law or as necessary to its advisors, each Party shall keep such information confidential and use it only for the purpose of evaluating and consummating the transaction. The confidentiality obligations shall survive termination of this Offer Sheet for a period of two years.

7. REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION

Each Party represents and warrants to the other Party that it has the authority to enter into this Offer Sheet and to perform its obligations hereunder. The Parties acknowledge that more detailed representations, warranties and indemnities will be included in the definitive transaction documents. Except as expressly set forth in those documents, neither Party will have any liability to the other for any reliance on preliminary information provided in connection with this Offer Sheet, except for wilful misrepresentation or fraud.

8. EXPENSES

Each Party shall bear its own fees, costs and expenses incurred in connection with the negotiation, preparation and consummation of the transaction contemplated by this Offer Sheet, including legal, accounting and advisory fees, unless otherwise agreed in the definitive transaction documents.

9. NOTICES

All notices, requests, demands and other communications hereunder shall be in writing and delivered to the addresses below (or to such other address as a Party may designate by written notice to the other Party).

10. AMENDMENTS; WAIVER; COUNTERPARTS

This Offer Sheet may be amended or modified only by a written instrument signed by both Parties. No failure or delay by either Party in exercising any right under this Offer Sheet shall operate as a waiver. This Offer Sheet 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; VENUE

This Offer Sheet shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law rules. The Parties submit to the exclusive jurisdiction of the courts located in that State for any action arising out of or relating to this Offer Sheet.

12. ENTIRE AGREEMENT; SEVERABILITY

This Offer Sheet constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions and agreements. If any provision of this Offer Sheet is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

13. MISCELLANEOUS PROVISIONS

The Parties acknowledge and agree that, except as otherwise expressly provided herein, the binding obligations of the Parties are limited to the matters expressly set forth in this Offer Sheet. This Offer Sheet is intended to create binding obligations with respect to the commercial terms set forth herein and the Parties' confidentiality obligations, but the completion of the transaction remains subject to the negotiation and execution of definitive documentation.

SIGNATURES

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