DRAFT – FOR INTERNAL DISCUSSION – NOT FOR DISTRIBUTION

CONFIDENTIAL

June ____, [YEAR]

[INDIVIDUAL]

Chief Executive Officer/Managing Member

[COMPANY]

[ADDRESS]

[LOCATION], [STATE] [ZIP]

By electronic mail

Re: Letter of Intent to Purchase Assets

Dear [INDIVIDUAL],

On behalf of [COMPANY] Group, Inc. (“[COMPANY]” or the “Buyer”), I am pleased to share this Letter of Intent (this “LOI”), the purpose of which is to set forth our preliminary understanding in connection with [COMPANY] assuming responsibility for [COMPANY]’s (“[COMPANY]” or the “Seller”) business operations (the “[COMPANY] Business”) and to set forth certain nonbinding understandings and certain binding agreements among Buyer and Seller with respect to such a transaction. The contemplated assumption of the [COMPANY] Business by [COMPANY] is referred to herein as (the “Proposed Transaction”). [COMPANY], as the Buyer, and [COMPANY], as the Seller, are referred to herein collectively as, the “Parties” and, respectively, each individually as, a “Party.”

Except with respect to, and as specifically set forth in Article II 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 I and its subparagraphs of this LOI (collectively, the ““Non-Binding Provisions”) reflect 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 Buyer, the Seller and their respective stockholders or members and none of the foregoing shall have any liability to the other Parties 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 prepared, authorized, executed or delivered for any reason, no Party to this LOI shall have any liability to the other Parties based upon, arising from, or relating to the Non-Binding Provisions; and