[Date of letter]

[Name of seller]

[Address of seller]

Dear [name of seller]:

The purpose of this letter (“Letter”) is to set forth our preliminary understanding in connection with [name of purchaser] (the “Purchaser”) assuming responsibility for the operations of [name of seller] (the “Seller”), and to set forth certain nonbinding understandings and certain binding agreements among Purchaser and Seller with respect to such a transaction.

NONBINDING PROVISIONS

Paragraph I. and its subparagraphs of this Letter (collectively, the “Nonbinding Provisions”) reflect our understanding of the matters described in them. Each party acknowledges that the Nonbinding Provisions are not intended to create or constitute any legally binding obligation among the Purchaser, 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 Nonbinding 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 Letter shall have any liability to the other parties based upon, arising from, or relating to the Nonbinding Provisions.

I. Basic Transactions.

The following reflects the parties’ understanding with respect to the basic terms of the transactions contemplated by this Letter, to be effective as of the closing date thereof (“Closing Date”). The execution of the Definitive Agreements will be subject, in all regards, to the completion of all financial and legal due diligence with results satisfactory to the Purchaser in its sole and absolute discretion.

A. Structure of Transaction.

At the closing, the Purchaser will acquire all of the issued and outstanding capital stock of Seller, or, as described below, substantially all of the assets of Seller (the “Transaction”). During the due diligence process, the Purchaser will determine whether the Transaction is best effected by means of a transfer of stock or, if Purchaser shall so elect, as a result of the findings of its due diligence investigation, a transfer of assets, in which case, Purchaser shall acquire substantially all of the assets of the Seller, including all contracts, inventories, personnel and intellectual property related to the Seller’s business (the “Business”), all equipment and files and records pertaining to the operation of the Business. Other permits, contracts and agreements that are applicable to the Business will be assigned to the Purchaser as necessary to continue the Business. The form of the Transaction will be determined based upon which structure is most efficient from a timing and tax perspective. Regardless of the form of the Transaction, the consideration received by the Seller or the Seller’s stockholders, as applicable, shall be a combination of cash and equity of Purchaser, as described in Section I.C. below.