Letter of Intent

The Proposing Party intends to pursue the Transaction with the Recipient on the outline terms set out in Section 2, subject to completion of due diligence to the Proposing Party's satisfaction, and subject to the negotiation and execution of a definitive, binding agreement covering the Transaction (the "Definitive Agreement").

This Letter records that intention and the process the Parties propose to follow. It is not itself the Definitive Agreement, and delivering or signing it does not obligate either Party to reach one.

The Transaction the Proposing Party proposes is: .

The outline terms currently proposed are:

1. Price/consideration:

2. Structure:

3. Key conditions:

4. Anticipated timeline:

Except for Sections 4 (Exclusivity), 5 (Confidentiality), 6 (Expenses), 8 (Governing Law) and this Section 3, nothing in this Letter — including the outline terms in Section 2 — is intended to be, and shall not be construed as, a binding offer or a binding agreement to enter into or complete the Transaction.

Neither Party is obligated to proceed with the Transaction, to negotiate on the outline terms above, or to reach or sign a Definitive Agreement. Either Party may, at any time before a Definitive Agreement is signed, decide not to proceed, propose different terms, or walk away, for any reason or no reason, without liability to the other Party for doing so — except as set out in Sections 4, 5 and 6 below.

From the date of this Letter until (the "Exclusivity Period"), the Recipient shall not, and shall cause its officers, directors, employees, agents and advisers not to, directly or indirectly: (a) solicit, initiate, or encourage any inquiry, offer or proposal from any third party relating to a sale, merger, recapitalization or other transaction involving the Recipient or the subject matter of the Transaction; (b) participate in any discussions or negotiations with, or provide any non-public information to, any third party regarding such a transaction; or (c) enter into any agreement or understanding with any third party regarding such a transaction.

The Recipient shall promptly notify the Proposing Party in writing if it receives any unsolicited inquiry or proposal of the kind described above during the Exclusivity Period.

Each Party shall keep confidential, and shall not disclose to any third party, the existence and terms of this Letter and any non-public information received from the other Party in connection with the Transaction or due diligence (the "Confidential Information"), except: (a) to its officers, directors, employees, agents and advisers who need it to evaluate or pursue the Transaction and who are bound by confidentiality obligations at least as protective as this Section; (b) as required by law, regulation, court order or a regulator; or (c) with the prior written consent of the other Party.

Confidential Information does not include information that is or becomes public through no fault of the receiving Party, was already lawfully known to it without a duty of confidentiality, or is independently developed without reference to the Confidential Information.

If the Transaction does not proceed, each Party shall, on the other Party's written request, promptly return or destroy the Confidential Information it received, to the extent practicable and subject to ordinary backup and legal-retention requirements.

Each Party shall bear its own costs and expenses (including legal, accounting and advisory fees) incurred in connection with this Letter, the due diligence process, and the negotiation of a Definitive Agreement, regardless of whether the Transaction is completed and regardless of which Party decides not to proceed.

During the Exclusivity Period stated in Section 4, the Recipient is expected to give the Proposing Party and its representatives reasonable access, during normal business hours and on reasonable notice, to the books, records, personnel, facilities and other information reasonably requested to evaluate the Transaction.

The Parties intend to negotiate in good faith toward a Definitive Agreement containing terms consistent with the outline terms in Section 2 and such other representations, warranties, covenants and conditions as are customary for a transaction of this kind. Consistent with Section 3, nothing in this Section creates a binding obligation to give access, to negotiate on any particular term, or to sign a Definitive Agreement on terms either Party does not accept.

Sections 4, 5, 6 and this Section 8 are governed by the laws of , and the Parties submit to the exclusive jurisdiction of the courts of for any dispute arising out of those Sections. This Section does not govern the outline terms in Section 2, which are non-binding under Section 3 and would instead be governed by whatever law the Definitive Agreement specifies.

This Letter, including the Exclusivity Period in Section 4, expires automatically on unless the Parties agree in writing to extend it. It also terminates earlier, automatically, on whichever of the following happens first: (a) either Party gives the other written notice that it does not wish to proceed; or (b) the Parties sign a Definitive Agreement, at which point the Definitive Agreement governs and this Letter has no further effect.

Sections 5 (Confidentiality) and 6 (Expenses) survive expiration or termination of this Letter for .

This Letter is the entire understanding between the Parties regarding the matters covered by Sections 4, 5, 6 and 8, and replaces any earlier discussion or understanding on those matters. It may only be amended in writing signed by both Parties.

Neither Party may assign this Letter without the other's written consent. If any provision is held unenforceable, the rest continues in force.

This Letter may be signed in counterparts and by electronic signature, each of which is an original and all of which together form one Letter.