Letter of Intent

Date:

To: ,

From: ACME Resources LLC, a TX LLC located at

This Letter of Intent (the “Letter”) sets out the principal terms on which ACME Resources LLC (the “Company”) and (the “Counterparty”) propose to proceed with the transaction described below. Except for the Sections expressly identified as binding in Section 6, this Letter is a non-binding expression of intent only and does not create any obligation to negotiate or consummate any transaction.

1. Proposed Transaction

The Company proposes the following transaction (the “Transaction”):

2. Proposed Price and Structure

The proposed consideration for the Transaction is , subject to adjustment and to the structure, allocations, and conditions to be set out in the definitive agreements. The proposed structure is: . The final price and terms are subject to satisfactory due diligence and the negotiation and execution of definitive documentation.

3. Due Diligence

The Counterparty will provide the Company and its advisors reasonable access to the books, records, contracts, personnel, and facilities relevant to the Transaction so the Company may complete legal, financial, and operational due diligence. The Company expects to complete due diligence within days after the date of this Letter.

4. Exclusivity (Binding)

For a period of days from the date of this Letter (the “Exclusivity Period”), the Counterparty will not, directly or indirectly, solicit, encourage, negotiate, or enter into any agreement regarding a sale, financing, merger, or similar transaction involving the subject matter of the Transaction with any party other than the Company, and will promptly notify the Company of any such approach. This Section is binding.

5. Confidentiality (Binding)

The existence and terms of this Letter, the proposed Transaction, and all non-public information exchanged are confidential and may not be disclosed except to a Party’s advisors on a need-to-know basis or as required by law. Any prior non-disclosure agreement between the Parties remains in effect. This Section is binding.

6. Non-Binding Effect

Except for Section 4 (Exclusivity), Section 5 (Confidentiality), this Section 6, Section 7 (Expenses), and Section 8 (Governing Law), which are intended to be legally binding, no provision of this Letter is binding on either Party. No binding obligation to complete the Transaction will arise unless and until the Parties negotiate, approve, and execute definitive written agreements. Either Party may terminate discussions at any time, for any reason, without liability (except under the binding Sections).

7. Expenses (Binding)

Each Party will bear its own costs and expenses (including advisor fees) in connection with the Transaction, whether or not it is completed.

8. Expiration and Governing Law (Binding)

This Letter will expire and be of no further effect if not signed by both Parties by . This Letter, and the binding Sections, are governed by the laws of the State of TX, without regard to its conflict-of-laws rules. This Letter may be signed in counterparts, including by electronic signature.

If the foregoing reflects your understanding, please indicate your agreement to the binding Sections by signing below.

ACME Resources LLC (Company)

Name: Michael Yuan
Title: General Manager
Date:

(Counterparty)

 

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