This Letter sets forth the preliminary understanding of the Parties regarding the proposed acquisition by the Buyer of the Business of the Seller as a going concern (the "Proposed Transaction"), and shall serve as the basis for the preparation, negotiation, and execution of a mutually acceptable definitive purchase agreement.

The recitals set forth hereinabove are hereby incorporated into this Letter by reference and made a substantive part hereof as though fully set forth in the body hereof.

The Parties acknowledge and agree that this Letter is intended to reflect the current state of discussions between them and does not purport to describe all of the material terms and conditions that will ultimately govern the Proposed Transaction, which terms and conditions shall be the subject of further negotiation and shall be reduced to writing in the Definitive Agreement (as defined herein).

The Parties mutually acknowledge that they have engaged in good faith preliminary discussions concerning the Proposed Transaction and that each Party has determined, based upon such discussions, that it is in its respective interest to proceed with further investigation and negotiation on the terms set forth herein.

Nothing contained in this Letter shall be construed as creating any obligation on the part of either Party to consummate the Proposed Transaction or any similar transaction, except as expressly provided herein with respect to those provisions that are designated as legally binding.

Subject to the satisfactory completion of due diligence, the negotiation and execution of a mutually acceptable Definitive Agreement, and the satisfaction or waiver of the Conditions Precedent set forth herein, the Buyer proposes to acquire from the Seller, and the Seller proposes to sell, assign, transfer, convey, and deliver to the Buyer, the Business as a going concern.

The Proposed Transaction is contemplated to be structured as a [stock purchase / asset purchase / merger], the precise form of which shall be determined by the Parties in good faith during the negotiation of the Definitive Agreement, taking into consideration applicable tax, legal, regulatory, and commercial considerations.

In the event the Proposed Transaction is structured as an asset purchase, the Buyer shall acquire substantially all of the assets, properties, rights, and goodwill of the Business, including, without limitation, inventory, equipment, machinery, furniture, fixtures, leasehold interests, contracts, customer lists, intellectual property, books and records, permits and licenses (to the extent transferable), and all other tangible and intangible assets used or held for use in the conduct of the Business, subject to the exclusion of such assets as the Parties may mutually agree.

The Buyer shall assume only those liabilities and obligations of the Seller as shall be expressly identified and set forth in the Definitive Agreement, and the Seller shall retain all other liabilities and obligations, including, without limitation, any liabilities arising from or relating to the operation of the Business prior to the closing of the Proposed Transaction (the "Closing").

The Proposed Transaction shall contemplate the continuation of the Business following the Closing, and the Parties shall negotiate in good faith reasonable and customary transition and employment arrangements with respect to key personnel of the Business.

The closing date of the Proposed Transaction (the "Closing Date") is anticipated to occur on or before [Target Closing Date], subject to the satisfaction or waiver of all Conditions Precedent and the execution of the Definitive Agreement.

Based upon the information made available to the Buyer to date, and subject to the satisfactory completion of due diligence and the negotiation of the Definitive Agreement, the Buyer proposes to acquire the Business for an aggregate purchase price of [Indicative Purchase Price] (the "Purchase Price"), payable in such form and manner as the Parties shall mutually agree in the Definitive Agreement.

The Purchase Price shall be subject to customary adjustments to be mutually agreed between the Parties and set forth in the Definitive Agreement, including, without limitation, adjustments for working capital, indebtedness, cash on hand, transaction expenses, and such other items as are customary in transactions of the nature contemplated hereby.

The Parties contemplate that the Purchase Price may be payable in a combination of [cash at closing / promissory note / earn-out / equity consideration / escrowed holdback], the specific allocation of which shall be negotiated in good faith and set forth in the Definitive Agreement.

The Parties further contemplate that a portion of the Purchase Price, in such amount as the Parties shall mutually agree, may be deposited into an escrow account for a period of [Escrow Period] following the Closing, to serve as security for the Seller's indemnification obligations under the Definitive Agreement.

The indicative Purchase Price set forth herein is based upon the Buyer's preliminary review of information furnished by the Seller and reflects the Buyer's current understanding of the Business and its financial condition, operations, assets, and prospects. The Purchase Price shall be subject to adjustment, modification, or withdrawal based upon the Buyer's due diligence findings, prevailing market conditions, and the final terms negotiated in the Definitive Agreement.

The allocation of the Purchase Price among the various assets and components of the Business shall be determined by the Parties in good faith and in accordance with applicable tax requirements, and shall be set forth in the Definitive Agreement.

Promptly following the execution of this Letter, the Seller shall afford the Buyer and its representatives, agents, advisors, accountants, attorneys, lenders, and other designated parties (collectively, the "Buyer's Representatives") full and complete access, during normal business hours and upon reasonable advance notice, to all properties, premises, books, records, contracts, documents, personnel, customers, suppliers, and other information relating to the Business as the Buyer may reasonably request for purposes of conducting its due diligence investigation.

The Buyer shall have a period of sixty (60) days from the Effective Date (the "Due Diligence Period") within which to conduct and complete, to its sole satisfaction, legal, financial, tax, operational, commercial, environmental, regulatory, and such other due diligence as the Buyer shall deem necessary or appropriate in connection with the Proposed Transaction.

During the Due Diligence Period, the Seller shall cooperate in good faith with the Buyer and the Buyer's Representatives, shall promptly respond to reasonable requests for information, shall provide access to management personnel, and shall use commercially reasonable efforts to facilitate the Buyer's due diligence investigation.

The Buyer and the Buyer's Representatives shall conduct the due diligence investigation in a manner that minimizes, to the extent reasonably practicable, disruption to the ordinary operations of the Business, and shall observe such reasonable security and confidentiality protocols as the Seller may designate.

In the event the Buyer, in its sole and absolute discretion, determines that the results of its due diligence investigation are unsatisfactory, the Buyer may elect to terminate this Letter by delivering written notice to the Seller, whereupon the Parties shall have no further obligations hereunder except with respect to those provisions designated as surviving termination.

The Due Diligence Period may be extended by written mutual agreement of the Parties for such additional period as the Parties may determine, taking into account the status and progress of the Buyer's investigation.

All information furnished by or on behalf of the Seller in connection with the due diligence investigation shall be subject to the confidentiality provisions of this Letter and any separate confidentiality or non-disclosure agreement in effect between the Parties.

The consummation of the Proposed Transaction shall be subject to the satisfaction, or waiver by the Party entitled to the benefit thereof, of each of the following conditions precedent on or prior to the Closing Date.

The successful completion of due diligence by the Buyer, with results satisfactory to the Buyer in its sole and absolute discretion, during the Due Diligence Period.

The negotiation, preparation, and execution by the Parties of a mutually acceptable Definitive Agreement containing such representations, warranties, covenants, indemnities, conditions, and other provisions as are customary in transactions of the nature contemplated hereby and as the Parties shall mutually agree.

The receipt of all necessary corporate, member, shareholder, partner, board of director, or other internal approvals and authorizations required by each Party for the execution of the Definitive Agreement and the consummation of the Proposed Transaction.

The receipt of all required consents, approvals, licenses, permits, and authorizations from third parties, including, without limitation, lessors, lenders, licensors, customers, suppliers, and counterparties to material contracts, and from any governmental or regulatory authorities having jurisdiction over the Parties or the Business.

The absence of any material adverse change in the business, operations, assets, liabilities, financial condition, results of operations, or prospects of the Business between the Effective Date and the Closing Date.

The Buyer's receipt of financing on terms acceptable to the Buyer in such amounts as are necessary to consummate the Proposed Transaction, to the extent the Buyer determines that such financing is necessary or desirable.

The absence of any pending or threatened litigation, proceeding, investigation, or governmental action that could reasonably be expected to prohibit, restrain, delay, or materially and adversely affect the Proposed Transaction.

The accuracy in all material respects, as of the Closing Date, of the representations and warranties to be set forth in the Definitive Agreement, and the performance in all material respects by each Party of its covenants and obligations thereunder to be performed on or prior to the Closing.

The Parties shall proceed in good faith and with reasonable diligence to negotiate and prepare a definitive written agreement setting forth the specific terms and conditions governing the Proposed Transaction (the "Definitive Agreement"), which Definitive Agreement shall supersede this Letter in all respects (save for provisions herein expressly designated to survive).

The Definitive Agreement shall contain such representations, warranties, covenants, agreements, conditions, indemnification provisions, termination rights, remedies, and other terms and provisions as are customary in transactions of the nature and magnitude contemplated hereby, and as the Parties shall mutually negotiate in good faith.

The Buyer or its counsel shall prepare and deliver to the Seller an initial draft of the Definitive Agreement within a reasonable period following the Effective Date, and the Parties shall thereafter use commercially reasonable efforts to negotiate and finalize the Definitive Agreement on or prior to [Target Signing Date].

The Parties acknowledge and agree that the terms set forth in this Letter are preliminary and non-exhaustive, and that the Definitive Agreement will contain additional terms, provisions, and conditions not addressed herein, and may modify or supplement the terms set forth herein, in each case as the Parties shall mutually agree.

Neither Party shall have any obligation whatsoever with respect to the Proposed Transaction, except for the obligations expressly set forth in the binding provisions of this Letter, unless and until the Parties shall have executed and delivered the Definitive Agreement.

In the event the Parties, despite good faith efforts, are unable to reach agreement on the terms of the Definitive Agreement within such time as the Parties may mutually determine, either Party may terminate this Letter in accordance with the provisions hereof.

In consideration of the time, effort, and expense that the Buyer will undertake in pursuing the Proposed Transaction, the Seller agrees that, during the period commencing on the Effective Date and continuing for a period of sixty (60) days thereafter (the "Exclusivity Period"), neither the Seller nor any of its officers, directors, members, managers, shareholders, employees, agents, representatives, affiliates, or advisors shall, directly or indirectly, solicit, initiate, encourage, entertain, discuss, negotiate, provide information in furtherance of, accept, or consummate any offer, proposal, inquiry, or indication of interest from any person or entity other than the Buyer with respect to any transaction involving, in whole or in part, the sale, transfer, disposition, financing, recapitalization, merger, consolidation, joint venture, license, or other similar transaction concerning the Business or any material portion of the assets or equity thereof (any such transaction, an "Alternative Transaction").

The Seller shall promptly, and in any event within two (2) business days, notify the Buyer in writing of any unsolicited offer, proposal, inquiry, or indication of interest received by the Seller or any of its representatives from any third party with respect to any Alternative Transaction, which notice shall include the identity of the third party and the material terms of such communication.

The Seller shall, and shall cause its representatives to, immediately upon execution of this Letter, cease and terminate any and all existing discussions, negotiations, or communications with any third party concerning any Alternative Transaction, and shall request the return or destruction of any confidential information previously furnished to any such third party.

The Parties acknowledge that the exclusivity provisions set forth in this section are a material inducement to the Buyer to enter into this Letter and to incur the time, expense, and resources associated with the Proposed Transaction, and that monetary damages alone would not be an adequate remedy for breach hereof.

In the event of a breach or threatened breach by the Seller of the exclusivity provisions set forth herein, the Buyer shall be entitled, in addition to any other remedies available at law or in equity, to seek specific performance, injunctive relief, and other equitable remedies, without the necessity of posting any bond or other security.

The Exclusivity Period may be extended by written mutual agreement of the Parties.

Each Party acknowledges that, in connection with the Proposed Transaction, it has received or may receive from the other Party certain confidential, proprietary, non-public information concerning the business, operations, financial condition, trade secrets, customers, suppliers, employees, plans, strategies, and other affairs of the disclosing Party (collectively, "Confidential Information").

Each Party agrees that it shall, and shall cause its officers, directors, employees, agents, representatives, affiliates, and advisors to, (i) hold all Confidential Information in strict confidence, (ii) use such Confidential Information solely for the purpose of evaluating, negotiating, and consummating the Proposed Transaction, and (iii) not disclose any Confidential Information to any third party, except to those representatives who have a legitimate need to know such information in connection with the Proposed Transaction and who are bound by obligations of confidentiality no less restrictive than those contained herein.

The obligations of confidentiality set forth herein shall not apply to information that (i) is or becomes generally available to the public other than through a breach of this Letter, (ii) was lawfully in the possession of the receiving Party prior to disclosure by the disclosing Party without obligation of confidentiality, (iii) is lawfully received from a third party without obligation of confidentiality, or (iv) is independently developed by the receiving Party without reference to or use of the Confidential Information.

In the event the receiving Party is required by law, regulation, court order, subpoena, or other legal process to disclose any Confidential Information, the receiving Party shall, to the extent legally permissible, provide the disclosing Party with prompt written notice thereof so that the disclosing Party may seek a protective order or other appropriate remedy, and shall cooperate reasonably with the disclosing Party in connection therewith.

Upon the termination of this Letter, or upon the written request of the disclosing Party, the receiving Party shall promptly return to the disclosing Party or, at the disclosing Party's election, destroy all Confidential Information in its possession or control, together with all copies, extracts, summaries, and derivatives thereof, and shall certify in writing to the disclosing Party as to such return or destruction; provided, however, that the receiving Party may retain copies of Confidential Information as required by applicable law, regulatory requirements, or bona fide document retention policies, subject to continuing confidentiality obligations.

The confidentiality obligations set forth herein shall survive the termination or expiration of this Letter for a period of [Confidentiality Survival Period] years.

To the extent the Parties have previously entered into a separate confidentiality or non-disclosure agreement, such agreement shall remain in full force and effect in accordance with its terms, and in the event of any conflict between such agreement and the provisions of this section, the more restrictive provisions shall govern.

Neither Party shall issue any press release, public announcement, or other public disclosure concerning this Letter, the existence or terms of the Proposed Transaction, or the discussions or negotiations between the Parties, without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned, or delayed.

Notwithstanding the foregoing, a Party may make such public disclosure as is required by applicable law, regulation, stock exchange rule, or legal process, provided that such Party shall, to the extent legally permissible and reasonably practicable, consult with the other Party in advance regarding the content, timing, and manner of such disclosure.

The Parties shall cooperate in good faith to prepare mutually agreeable communications to employees, customers, suppliers, and other business partners of the Business concerning the Proposed Transaction, which communications shall be issued at such time and in such manner as the Parties shall mutually determine.

Each Party shall ensure that its officers, directors, employees, agents, representatives, affiliates, and advisors comply with the provisions of this section.

The provisions of this section shall not restrict either Party from disclosing information concerning this Letter or the Proposed Transaction to its respective legal, financial, tax, and other professional advisors, lenders, and prospective investors, in each case under customary obligations of confidentiality.

From the Effective Date through the earlier of the Closing Date or the termination of this Letter, the Seller shall, and shall cause the Business to, conduct its operations in the ordinary course of business consistent with past practice, and shall use commercially reasonable efforts to preserve intact the Business, its assets, its goodwill, its relationships with customers, suppliers, employees, and other business partners, and its reputation in the marketplace.

Without limiting the generality of the foregoing, the Seller shall not, without the prior written consent of the Buyer (such consent not to be unreasonably withheld, conditioned, or delayed), (i) sell, transfer, assign, pledge, encumber, or otherwise dispose of any material assets of the Business outside the ordinary course of business, (ii) incur any material indebtedness or liability outside the ordinary course of business, (iii) make any material capital expenditures outside the ordinary course of business, (iv) enter into, amend, modify, or terminate any material contract, (v) grant any increase in compensation or benefits to employees outside the ordinary course of business, or (vi) take any other action that could reasonably be expected to materially and adversely affect the Business or the Proposed Transaction.

The Seller shall maintain in full force and effect all insurance policies currently covering the Business, its assets, and its operations, and shall not permit any lapse, cancellation, or material modification of any such policy.

The Seller shall promptly notify the Buyer in writing of (i) any material adverse change in the business, operations, assets, liabilities, financial condition, results of operations, or prospects of the Business, (ii) any material litigation, claim, investigation, or proceeding commenced or threatened against the Business or the Seller, and (iii) any other event, occurrence, or circumstance that could reasonably be expected to have a material impact on the Proposed Transaction.

The Seller shall maintain all books, records, and accounts of the Business in accordance with past practice and shall comply in all material respects with all applicable laws, regulations, licenses, permits, and contractual obligations relating to the Business.

The covenants set forth in this section shall be deemed non-binding for all purposes, except that the Parties acknowledge and agree that any material breach hereof may be taken into consideration by the Buyer in determining whether to proceed with the Proposed Transaction.

Except as otherwise expressly provided herein or as the Parties may mutually agree in writing, each Party shall bear its own costs, fees, and expenses (including, without limitation, all legal, accounting, financial advisory, consulting, due diligence, financing, and other professional fees and expenses) incurred by such Party in connection with the negotiation, preparation, and execution of this Letter, the Definitive Agreement, and the consummation of the Proposed Transaction, regardless of whether the Proposed Transaction is ultimately consummated.

In the event the Proposed Transaction is consummated, the allocation of transfer taxes, recording fees, filing fees, and similar transactional costs shall be determined by the Parties in good faith and set forth in the Definitive Agreement.

Each Party represents and warrants to the other that it has not engaged any broker, finder, financial advisor, or similar agent entitled to a commission, fee, or other compensation payable by the other Party in connection with the Proposed Transaction, except as may be separately disclosed in writing to the other Party.

Each Party shall indemnify and hold harmless the other Party from and against any and all claims, liabilities, costs, and expenses arising from or relating to any brokerage, finder's, or similar fees claimed by any person or entity engaged by the indemnifying Party.

The provisions of this section shall survive the termination or expiration of this Letter.

The Parties expressly acknowledge and agree that, with the exception of the provisions enumerated below, this Letter is intended solely to serve as an expression of their mutual present intentions and understandings, and does not constitute, and shall not be construed as constituting, a binding or legally enforceable agreement, offer, acceptance, or commitment of any kind with respect to the Proposed Transaction.

Notwithstanding the foregoing or anything else contained in this Letter to the contrary, the following provisions of this Letter shall be, and are intended by the Parties to be, legally binding and enforceable upon execution hereof: (i) the provisions set forth in the section entitled "Exclusivity"; (ii) the provisions set forth in the section entitled "Confidentiality"; (iii) the provisions set forth in the section entitled "Costs and Expenses"; and (iv) the provisions set forth in the section entitled "Governing Law and Dispute Resolution" (collectively, the "Binding Provisions").

All provisions of this Letter other than the Binding Provisions (collectively, the "Non-Binding Provisions") are expressions of present intent only, are subject to the negotiation, execution, and delivery of the Definitive Agreement, and shall not give rise to any legally enforceable obligation on the part of either Party.

Neither Party shall have any obligation or liability to the other Party with respect to the Non-Binding Provisions, including, without limitation, any obligation to negotiate, enter into, or consummate the Proposed Transaction or any similar transaction.

Neither this Letter nor any course of conduct, discussion, or negotiation between the Parties shall be construed as creating any fiduciary duty, partnership, joint venture, agency, or other similar relationship between the Parties, and no such relationship shall exist unless and until the Parties execute and deliver the Definitive Agreement.

The Parties acknowledge that each has had the opportunity to review this Letter with counsel of its choosing and understands the distinction between the Binding Provisions and the Non-Binding Provisions.

This Letter shall become effective upon the Effective Date and shall continue in effect until the earliest to occur of (i) the execution and delivery of the Definitive Agreement by the Parties, (ii) the mutual written agreement of the Parties to terminate this Letter, (iii) the expiration of the Exclusivity Period without execution of the Definitive Agreement, or (iv) the termination of this Letter by either Party in accordance with the provisions hereof.

Either Party may terminate this Letter at any time by delivering written notice of termination to the other Party, specifying the effective date of such termination, which effective date shall be no earlier than the date of delivery of such notice.

In the event of termination of this Letter, the Non-Binding Provisions shall immediately cease to be of any force or effect, and neither Party shall have any further obligations with respect thereto.

Notwithstanding any termination of this Letter, the Binding Provisions, together with the provisions relating to the survival of obligations and such other provisions as by their nature should survive termination, shall survive and continue in full force and effect in accordance with their respective terms.

Termination of this Letter shall be without prejudice to any rights or remedies that either Party may have in respect of any breach of any Binding Provision occurring prior to such termination.

Upon termination, each Party shall promptly comply with its obligations under the section entitled "Confidentiality" with respect to the return or destruction of Confidential Information.

This Letter shall constitute an offer by the Buyer that shall remain open for acceptance by the Seller until 5:00 p.m., local time at the Buyer's principal place of business, on [Offer Expiration Date] (the "Offer Expiration Date").

Acceptance of this Letter by the Seller shall be effected by the Seller's execution of this Letter and delivery of a fully executed counterpart to the Buyer on or prior to the Offer Expiration Date.

If this Letter is not executed and delivered by the Seller to the Buyer on or prior to the Offer Expiration Date, the offer set forth herein shall automatically expire and be of no further force or effect, without the necessity of any further action by the Buyer.

The Buyer reserves the right, in its sole and absolute discretion, to withdraw, modify, or extend this offer at any time prior to the Seller's execution and delivery hereof, upon written notice to the Seller.

The Offer Expiration Date may be extended by mutual written agreement of the Parties.

All notices, requests, demands, consents, and other communications required or permitted to be given under this Letter shall be in writing and shall be delivered to the Parties at the addresses set forth in the preamble hereof, or at such other address as a Party may designate by written notice to the other Party in accordance with this section.

Notices shall be deemed duly given (i) when delivered in person, upon receipt by the recipient, (ii) when sent by nationally recognized overnight courier service, on the next business day following the date of dispatch, (iii) when sent by certified or registered mail, return receipt requested and postage prepaid, three (3) business days following the date of mailing, or (iv) when sent by electronic mail to the designated email address of the recipient, upon confirmation of receipt (provided that any notice given by electronic mail shall be followed by delivery of a hard copy by one of the other means specified herein).

Notices to the Buyer shall be addressed to: [Buyer Notice Contact Name], [Buyer Title], [Buyer Address], with email to [Buyer Email Address], with a copy (which shall not constitute notice) to [Buyer Legal Counsel Contact Information].

Notices to the Seller shall be addressed to: [Seller Notice Contact Name], [Seller Title], [Seller Address], with email to [Seller Email Address], with a copy (which shall not constitute notice) to [Seller Legal Counsel Contact Information].

Either Party may change its designated notice recipient or address by delivering written notice of such change to the other Party in accordance with this section.

Any notice or communication delivered after 5:00 p.m., local time of the recipient, on a business day, or on a day other than a business day, shall be deemed received on the next succeeding business day.

This Letter, including the Binding Provisions hereof, and all matters arising out of or relating to this Letter, the Proposed Transaction, and the Definitive Agreement, shall be governed by, construed, and enforced in accordance with the laws of the State of [Governing State], without giving effect to any choice of law or conflict of laws principles that would require the application of the laws of any other jurisdiction.

Any dispute, controversy, claim, or disagreement arising out of or relating to this Letter, including, without limitation, the Binding Provisions, the breach, termination, or validity hereof, or the Proposed Transaction, shall be submitted exclusively to the state or federal courts of competent jurisdiction located in [County], [Governing State], and each Party hereby irrevocably submits to the personal jurisdiction and exclusive venue of such courts for purposes of any such action or proceeding.

Each Party hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the venue of any such action or proceeding brought in such courts, including, without limitation, any claim that any such action or proceeding has been brought in an inconvenient forum.

EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS LETTER, THE BINDING PROVISIONS, OR THE PROPOSED TRANSACTION.

In any action or proceeding to enforce the Binding Provisions, the prevailing Party shall be entitled to recover from the non-prevailing Party its reasonable attorneys' fees, court costs, and other expenses incurred in connection with such action or proceeding, in addition to any other relief to which such prevailing Party may be entitled.

Nothing in this section shall limit or restrict the right of either Party to seek injunctive, equitable, or other provisional relief in any court of competent jurisdiction in order to preserve or enforce its rights under this Letter pending resolution of any dispute.

This Letter constitutes the entire understanding and agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, warranties, discussions, and negotiations, whether written or oral, between the Parties with respect to such subject matter, except for any separate confidentiality or non-disclosure agreement in effect between the Parties, which shall remain in full force and effect in accordance with its terms.

No amendment, modification, waiver, or supplement to this Letter shall be valid or binding upon the Parties unless set forth in a writing duly executed by authorized representatives of both Parties.

No waiver of any provision of this Letter, or of any breach or default hereunder, shall be deemed a waiver of any other provision, breach, or default, nor shall any such waiver constitute a continuing waiver, unless expressly so stated in writing by the waiving Party.

The failure or delay by either Party to exercise any right, power, or privilege under this Letter shall not operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof.

If any provision of this Letter is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions of this Letter shall continue in full force and effect, and the Parties shall negotiate in good faith to replace the invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that most closely reflects the original intent of the Parties.

Neither Party may assign, transfer, or delegate its rights or obligations under this Letter, in whole or in part, without the prior written consent of the other Party, and any purported assignment, transfer, or delegation in violation of this section shall be null and void.

The headings used in this Letter are for convenience of reference only and shall not affect the construction, interpretation, or meaning of any provision hereof.

This Letter may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument.

Delivery of an executed counterpart of this Letter by facsimile transmission, electronic mail (including, without limitation, in portable document format (PDF)), or other electronic means (including, without limitation, through DocuSign or other recognized electronic signature platform) shall be deemed to be as effective as delivery of a manually executed original counterpart hereof.

Each Party represents and warrants that the individual executing this Letter on its behalf is duly authorized to do so and that this Letter, upon execution and delivery, shall constitute the valid and binding obligations of such Party with respect to the Binding Provisions hereof.

The Parties intend that electronic signatures affixed to this Letter shall have the same legal effect as original handwritten signatures and shall be legally enforceable under applicable law governing electronic signatures and records.

No Party shall raise the use of facsimile or electronic signatures or the delivery of this Letter by facsimile or electronic means as a defense to the formation or enforceability of this Letter, and each Party forever waives any such defense.