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1、Proposal to Purchase Stock of the CompanyDear Sellers:This letter is intended to summarize the principal terms of a proposal being considered by _ (the Buyer) regarding its possible acquisition of all of the outstanding capital stock of _ (the Company) from _(A) and _, who are the Companys sole stoc
2、kholders (the Sellers). In this letter, (i) the Buyer and the Sellers are sometimes called the Parties, (ii) the Company and its subsidiaries are sometimes called the Target Companies, and (iii) the Buyers possible acquisition of the stock of the Company is sometimes called the Possible Acquisition.
3、PART IThe 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 the Buyers counsel prepare an initial draft. The execution of a
4、ny such Definitive Agreement would be subject to the satisfactory completion of the Buyers ongoing investigation of the Target Companies business, and would also be subject to approval by the Buyers board of directors.Based on the information currently known to the Buyer, it is proposed that the Def
5、initive Agreement include the following terms:1. Basic Transaction. The Sellers would sell all of the outstanding capital stock of the Company to the Buyer at the price (the Purchase Price) set forth in Paragraph 2 below. The closing of this transaction (the Closing) would occur as soon as possible
6、2. Purchase Price. The Purchase Price would be $_ (subject to adjustment as described below) and would be paid in the following manner:(a) at the Closing, the Buyer would pay the Sellers the sum of $_ in cash;(b) at the Closing, the Buyer would deposit with a mutually acceptable escrow agent the sum
7、 of $_, which would be held in escrow for a period of at least _ years in order to secure the performance of the Sellers obligations under the Definitive Agreement and related documents; and(c) at the Closing, the Buyer would execute and deliver to each Seller an unsecured, non-negotiable, subordina
8、ted promissory note. The promissory notes to be delivered to the Sellers by the Buyer would have a combined principal amount of $_, would bear interest at the rate of _% per annum, would mature on the _ anniversary of the Closing, and would provide for _ equal annual quarterly payments of principal
9、along with annual quarterly payments of accrued interest.The Purchase Price assumes that the Target Companies have consolidated stockholders equity of at least $_ as of the Closing. The Purchase Price would be adjusted based on changes in the Target Companies consolidated stockholders equity as of t
10、he Closing, on a dollar-for-dollar basis.3. Employment and Non-Competition Agreements. At the Closing:(a) the Company and A would enter into a _-year employment agreement under which A would agree to continue to serve as the Companys Vice President and Chief Operating Officer and would be entitled t
11、o receive a salary of $_ per year; and(b) each Seller would execute a _-year noncompetition agreement in favor of the Buyer and the Company.4. Other Terms. The Sellers would make comprehensive representations and warranties to the Buyer, and would provide comprehensive covenants, indemnities and oth
12、er protections for the benefit of the Buyer. The consummation of the contemplated transactions by the Buyer would be subject to the satisfaction of various conditions, including:(a) _(b) _PART IIThe following paragraphs of this letter (the Binding Provisions) are the legally binding and enforceable
13、agreements of the Buyer and each Seller.1. Access. During the period from the date this letter is signed by the Sellers (the Signing Date) until the date on which either Party provides the other Party with written notice that negotiations toward a Definitive Agreement are terminated (the Termination
14、 Date), the Sellers will afford the Buyer full and free access to each Target Company, its personnel, properties, contracts, books and records, and all other documents and data.2. Exclusive Dealing. Until the later of (i) 90 days after the Signing Date or (ii) the Termination Date:(a) the Sellers wi
15、ll not and will cause the Target Companies not to, directly or indirectly, through any representative or otherwise, solicit or entertain offers from, negotiate with or in any manner encourage, discuss, accept, or consider any proposal of any other person relating to the acquisition of the Shares or the Target Companies, their assets or business, in whole or in part, whether directly or indirectly, through purchase, merger, consolidation, or otherwise (other than sales of inventory in the ordinary course); and
