[DATE]

[COMPANY]

[ADDRESS]

[ADDRESS]

[ADDRESS]

Re: Proposal to Acquire [COMPANY]by Merger

Dear [INDIVIDUAL]:

This letter (this “Letter”) is intended to summarize the principal terms of a proposal being considered by [COMPANY](“[COMPANY]” or “Acquirer”) regarding its possible acquisition of [COMPANY](“[COMPANY]”or “Target”) by merger. The structure is expected to be a merger of a wholly-owned subsidiary of [COMPANY] (“Merger Sub”) with and into the [COMPANY], with [COMPANY] surviving the merger. The possible merger is referred to as the “Transaction” and [COMPANY]/Acquirer, Merger Sub and [COMPANY]/Target are each individually referred to herein as a “Party” and, collectively. as the “Parties.”

Merger Structure:

Subject to the satisfaction of the conditions described in this Letter, the proposed merger set forth herein is an all stock Transaction and at the closing of the Transaction (i) Merger Sub shall merge with and into Target, and (ii) the separate corporate existence of Merger Sub shall cease and Target shall continue its corporate existence under [STATUTE] et seq. (Merger or Share Exchange with Foreign Corporation et seq.) (the “Act”) as the surviving corporation in the merger and a wholly-owned Subsidiary of Parent (sometimes referred to herein as the “Surviving Corporation”).

Stock for Stock as Merger Consideration.

Conversion of Target Common Stock. The merger consideration would be the conversion of each share of Target Common Stock issued and outstanding immediately prior to the Effective Time (as defined below) into the right to receive an agreed upon number of shares of Merger Sub (the “Merger Consideration”).

Cancellation of Certain Company Common Stock. Each share of Company Common Stock that is owned by Parent or the Company (as treasury stock or otherwise) or any of their respective direct or indirect wholly-owned Subsidiaries as of immediately prior to the Effective Time (“Cancelled Shares”) shall automatically be cancelled and retired and will cease to exist, and no consideration will be delivered in exchange therefor.

Cancellation of Shares. At the Effective Time, all shares of Target Common Stock shall no longer be outstanding and all shares of Target Common Stock shall be cancelled and retired and shall cease to exist, and, each holder of: (i) a certificate formerly representing any shares of Target Common Stock (each, a “Certificate”); or (ii) any book-entry shares which immediately prior to the Effective Time represented shares of Target Common Stock (each, a “Book-Entry Share”) shall, subject to the Act and applicable law in the case of dissenting shares, cease to have any rights with respect thereto, except the right to receive the Merger Consideration.