DRAFT – NOT FOR EXECUTION – FOR INTERNAL REVIEW ONLY

CONFIDENTIAL

[DATE]

[INDIVIDUAL]

Founder and President

[COUNTERPARTY]

RE: Letter of Intent to Purchase the Assets of [COUNTERPARTY]

Dear [INDIVIDUAL]:

On behalf of [COMPANY], I am pleased to share this Letter of Intent (the “LOI”), the purpose of which is to set forth (i) our preliminary understanding in connection with [COMPANY]’ possible acquisition of substantially all of the assets of [COUNTERPARTY](“[COUNTERPARTY]” or the “Seller”), and (ii) certain nonbinding understandings and certain binding agreements among [COMPANY] and Seller with respect to such a transaction. The contemplated acquisition of the [COUNTERPARTY] assets by [COMPANY] is referred to herein as the “Proposed Transaction.” [COMPANY] and [COUNTERPARTY] are referred to herein collectively as the “Parties” and each individually as a “Party.”

Except with respect to, and as specifically set forth in Article III of this LOI (the “Binding Provisions”), the following provisions (Sections A and B immediately below) govern the interpretation of this LOI and each Party acknowledges the following:

Article II of this LOI (the “Non-Binding Provisions”) reflects our understanding of the matters described therein. Each Party acknowledges that the Non-Binding Provisions are not intended to create or constitute any legally binding obligation among the [COMPANY], the Seller, and their respective stockholders, and none of the foregoing shall have any liability to the other Party with respect to the Non-Binding Provisions until and unless fully-integrated definitive transaction agreements (the “Definitive Agreements”) are executed and delivered by and among all Parties. If the Definitive Agreements are not executed and delivered for any reason, no Party to, or any party referenced in, this LOI shall have any liability to the other Parties based upon, arising from, or relating to the Non-Binding Provisions; and

B. As soon as reasonably practicable after the execution of this LOI, the Parties shall commence to negotiate the Definitive Agreements relating to [COMPANY]’ acquisition of the Assets (as defined below) pursuant to Exhibit A attached to this LOI, which may include, among other agreements: (i) an asset purchase agreement, (ii) a bill of sale, (iii) an assignment and assumption agreement[,][and] (iv) [an escrow agreement] [and (v)] other ancillary documents]. The Definitive Agreements shall include the terms summarized in this LOI and such other representations, warranties, conditions, covenants, indemnities, and other terms that are customary for transactions of this kind and are not inconsistent with this LOI, and then subject only to the conditions set forth therein and, unless otherwise mutually agreed by the Parties in writing, shall be drafted by [COMPANY].