[DATE]

[COMPANY]

Attn: [INDIVIDUAL]

[ADDRESS]

[ADDRESS]

CONFIDENTIAL

Dear Mr. [INDIVIDUAL]:

On behalf of [COMPANY] and [COMPANY] (collectively, the “Buyer”), I am pleased to share this Letter of Intent (“LOI”) to acquire the tangible and intangible assets and working capital (the “Assets”) excluding specific assets and liabilities (“Excluded Assets and Liabilities”) of [COMPANY] (the “Seller”). The contemplated purchase of the Assets is collectively referred to herein as the “Proposed Transaction”. Buyer and Seller are referred to herein collectively as the “Parties” and individually each as a “Party.” Current owners of the Seller are referred to as “Selling Unit Holders”. All dollar figures are in United States Dollars.

NON-BINDING PROVISIONS

Purchase Price for Assets Acquired:

In exchange for Assets, delivered free and clear of all liens and Indebtedness, Buyer shall provide:

$[AMOUNT] of Cash (the "Purchase Price"), paid as follows:

A deposit of $[AMOUNT] in cash shall be deposited upon the execution of this LOI (the "Deposit") and held in escrow. The Deposit shall be non-refundable and shall be paid to the Seller upon expiration of the Effective Period (as defined below), except in the event of termination of this LOI or of the Definitive Agreements (as defined below) prior to Closing due to a breach of this LOI or of the Definitive Agreements by the Seller or the Selling Unit Holders, in which event the Deposit shall be returned to the Buyer within ten (10) days following the effective date of such termination.

At Closing, (i) the Deposit shall be delivered to the Seller in partial payment of the Purchase Price;(ii) $[AMOUNT] of the Purchase Price shall be deposited and held in escrow (the “Escrow”) for 12 months following the Closing of the Proposed Transaction and paid to the Seller thereafter, provided Seller has not breached the Definitive Agreements in any material respects and (iii) the balance of the Purchase Price shall be paid in cash to the Seller. Escrow funds will be used to cover working capital adjustments and indemnification claims under the Definitive Agreements.