DRAFT – NOT FOR DISTRIBUTION OR EXECUTION. FOR REVIEW AND DISCUSSION ONLY - DRAFT

[DATE]

[INDIVIDUAL]

Chief Executive Officer/Managing Member

[COMPANY]

[ADDRESS]

Unit C

[CITY], [STATE] [ZIP]

RE: Non-Binding Indication of Interest

Dear [INDIVIDUAL]:

It is with great pleasure that [COMPANY](“[COMPANY]”) submits this non-binding indication of interest (the “IOI”) regarding the potential acquisition (the “Potential Transaction”) of [COMPANY] (“[COMPANY]”). We are very interested in this opportunity and are enthusiastic to work with you into the next phase of the transaction process.

Valuation

We have been provided with certain financial information regarding [COMPANY] (collectively, “Information”) and have had preliminary discussions with you. Based on our preliminary analysis and subject to the terms and conditions set out in this IOI, we are pleased to submit a non-binding IOI to acquire 100% of [COMPANY] at an enterprise value of $________ (the “Purchase Price”). This Purchase Price may be in the form of a combination of cash and [COMPANY] stock, a portion thereof may be structured as an earnout that would be mutually agreed upon by the parties. Further, the final structure of the Potential Transaction (asset acquisition or LLC membership unit acquisition) and the final amount of the Purchase Price shall be subject to customary indemnifications and working capital adjustments and will be determined at the conclusion of [COMPANY]due diligence review of [COMPANY] (as explained in more detail below).

Assumptions