/Docs/F/US/00/Agt/Acquire/Shares/MSPA/Annex/Letter_of_Intent/0.md
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Part One—Nonbinding Provisions

• The parties wish to commence negotiating a definitive written acquisition agreement providing for the Possible Acquisition (a “Definitive Agreement”). To facilitate the negotiation of a Definitive Agreement, the parties request that Buyer’s counsel prepare an initial draft. The execution of any Definitive Agreement would be subject to the satisfactory completion of Buyer’s ongoing investigation of the Acquired Companies’ business and would also be subject to approval by Buyer’s board of directors.
• Based upon the information currently known to Buyer, it is proposed that the Definitive Agreement would include the following terms:

1. Basic Transaction
   Sellers would sell all the Shares to Buyer at the price (the “Purchase Price”) set forth in Paragraph 2 at the closing of the Possible Transaction (the “Closing”), which is expected to be no later than {Closing.EffectiveDate.YMD}.
2. Purchase Price
   The Purchase Price would be {Price.Total.Sum.$} (subject to adjustment as described below) and would be paid in the following manner:
   1. at the Closing, Buyer would pay Sellers {Price.Close.Sum.$} in cash;
   2. at the Closing, Buyer would deposit with a mutually acceptable escrow holder {Price.Escrow.Sum.$}, which would be held in escrow for a period of at least {Escrow.Release.Period.TimeSpan} in order to secure the performance of Sellers’ obligations under the Definitive Agreement; and
   3. at the Closing, Buyer would execute and deliver to each Seller an unsecured nonnegotiable promissory note. The promissory notes to be delivered to Sellers by Buyer would have an aggregate principal amount of {Price.Note.Principal.$}, bear interest at the rate of {Price.Note.Interest.%} per annum, mature on the {Price.Note.Principal.MaturityYears.#}th anniversary of the Closing, and provide for {Price.Note.Principal.PaymentInstallments.#} equal {Price.Note.Principal.PaymentPeriod.cl} payments of principal along with {Price.Note.Interest.PaymentPeriod.cl} payments of accrued interest.
   The Purchase Price assumes that the Acquired Companies have consolidated shareholders’ equity of at least {Company.Equity.Consolidated.Minimum.$} as of the Closing. The Purchase Price would be adjusted based on changes in the Acquired Companies’ consolidated shareholders’ equity as of the Closing on a dollar-for-dollar basis.
3. Employment and Noncompetition Agreements
   At the Closing:
   1. the Company would enter into employment agreements on the following terms:
      1. {Employee.1.Name.Full}, as {Employee.1.Title}, at a salary of {Employee.1.Salary.$} for a period of {Employee.1.Employ.TimeSpan}
      2. {Employee.2.Name.Full}, as {Employee.2.Title}, at a salary of {Employee.2.Salary.$} for a period of {Employee.2.Employ.TimeSpan}
      3. {Employee.3.Name.Full}, as {Employee.3.Title}, at a salary of {Employee.3.Salary.$} for a period of {Employee.3.Employ.TimeSpan}
   2. each Seller would execute a {Noncompete.Years} noncompetition agreement in favor of Buyer.
4. Other Terms
   Sellers would make comprehensive representations and warranties to Buyer and would provide comprehensive covenants, indemnities, and other protections for the benefit of Buyer. The consummation of the Possible Acquisition by Buyer would be subject to the satisfaction of various conditions required to be satisfied prior to Closing, which would include, but not be limited to, the following:
   1. Sellers will own 100% of the outstanding capital stock of the Company, and the Shares will be free and clear of all liens and encumbrances;
   2. There will have been no material adverse change in the business or financial condition of any Acquired Company;
   3. Buyer’s satisfactory environmental audit of all real properties owned or occupied by each Acquired Company;
   4. Between the date of the Definitive Agreement and the Closing, Sellers will cause the Acquired Companies to operate their business in the ordinary course and to refrain from any extraordinary transactions;
   5. The truth and accuracy of the representations and warranties of Sellers set forth in the Definitive Agreement;
   6. Sellers will have performed or complied in all material respects with all agreements required by the Definitive Agreement to be performed or complied with by them; and
   7. Such other conditions as are customary in transactions of this type.