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LETTER OF INTENT

Prepared October 23, 2026 · Ontario, Canada

RECITALS

WHEREAS the undersigned desires to set out in writing the matters described below;

WHEREAS this document has been prepared with reference to the laws of Ontario, Canada;

NOW, THEREFORE, the following provisions shall apply:

October 23, 2026

FROM: Jordan Smith

TO: Example Inc.

RE: the proposed purchase of a business or assets: Purchase of 100% of the shares of Example Inc., including inventory and equipment.

ARTICLE 1 — PURPOSE

The parties are exploring the proposed purchase of a business or assets: Purchase of 100% of the shares of Example Inc., including inventory and equipment. and wish to record the key terms they are discussing.

ARTICLE 2 — KEY TERMS UNDER DISCUSSION

Purchase price: $350,000, payable $200,000 at closing and the balance over 24 months.

Closing targeted within 60 days of due diligence.

Seller to provide a 2-year non-compete within 50 km.

ARTICLE 3 — NATURE OF THIS LETTER

Except for sections 4 (Confidentiality), 5 (Exclusivity) and 7 (Governing Law), which are legally binding, this letter is non-binding and expresses only the parties' current intentions. BINDING PROVISIONS: Sections 4 (Confidentiality), 5 (Exclusivity) and 7 (Governing Law) are binding legal obligations. All other sections are non-binding statements of intent.

ARTICLE 4 — CONFIDENTIALITY

Each party will keep confidential all non-public information received from the other in connection with the proposed transaction, and will not disclose it to anyone except its advisors who need to know, without the other party's written consent.

ARTICLE 5 — EXCLUSIVITY

For a period of 60 days from the date of this letter, neither party will solicit or negotiate a competing transaction with any third party regarding the subject matter of this letter.

ARTICLE 6 — TARGET TIMELINE

The parties aim to sign a definitive agreement on or before 2027-02-15. This target is aspirational and does not create an obligation.

ARTICLE 7 — DUE DILIGENCE

Each party will cooperate reasonably with the other's due-diligence review, subject to the confidentiality obligations above (if any).

ARTICLE 8 — COSTS

Each party bears its own costs of negotiation and due diligence, whether or not a definitive agreement is reached.

ARTICLE 9 — GOVERNING LAW

This letter is governed by the laws of Ontario and the federal laws of Canada applicable there.

ACKNOWLEDGED AND AGREED:

Jordan Smith: ___________________________ Date: _______________

Example Inc.: ___________________________ Date: _______________

IMPORTANT: This is a template, not legal advice. Whether a letter of intent is binding depends on its exact wording and the parties' conduct — courts have enforced "non-binding" letters where conduct suggested otherwise. Have this letter reviewed by a licensed lawyer in Ontario before signing, especially if exclusivity or confidentiality obligations are included.

IN WITNESS WHEREOF, the undersigned has duly executed this document as of the date first written above.

Executed by:

Signature: ___________________________ Date: _______________

Printed name:

WITNESS

Signature: ___________________________ Date: _______________

Printed name:

This document is a self-help template and does not constitute legal advice. Independent legal advice from a licensed lawyer in Ontario is recommended before reliance.

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