Letter of Intent

					Commercial Real Estate Services

                                                    Letter of Intent

                                For Possible Contract for Sale of Entity or Property

Date:    24 May 2012

Possible Seller:

Possible Buyer:

Entity or Property to be considered for acquisition:

This is a non-binding letter of intent that contains provisions that are being discussed for a possible sale of the
Business named above from the possible Seller named above to the possible Buyer named above. This is not, a
contract. This is not a legally binding contract. This is merely an outline of possible contract terms for discussion
purposes; only. This is being signed in order to enable the potential Buyer to apply for financing of the purchase
price. This letter of intent is confidential and shall not be disclosed to anyone other than the parties and there
employees, attorneys and accountants and the possible lenders of the Buyer. The terms of the transaction being
discussed are attached hereto, but the terms (and the possible sale itself) are not binding unless and until they are set
forth in a written contract signed by Seller and Buyer. The word “Shall” is used in the attached terms only as an
example of how a contract might read, and it does not mean that the attached terms are or ever will be legally

PURCHASER:                                                   SELLER:

<INSERT NAME>                                                <INSERT NAME>
<INSERT ADDRESS>                                             <INSERT ADDRESS>
<INSERT ADDRESS>                                             <INSERT ADDRESS>
<INSERT ADDRESS>                                             <INSERT ADDRESS>

By:__________________________________________                    By: _______________________________________
               Richard R. Correll                                                      Name

Date: ________________________________________                   Date: ______________________________________

Letter of Intent                                                                                          1 of 3
This letter will serve to evidence the intention of <NAME OF PURCHASER> or its assigns (“Purchaser”), subject
to the terms and conditions contained herein, to enter into a real estate sales contract (“Contract”) to purchase
<NAME OF ITEM> consisting of <DESCRIPTION> together with any and all improvement, appurtenances and
right-of-way related thereto; and all of the Seller’s right, title and interest in and to any and all roads or streets
affecting or bounding said Property or any strips or pieces of property abutting or bounding said Property. The
Contract will be drafted by Purchaser and will be furnished to Seller within <NUMBER OF DAYS (#) business
days after the date of Seller’s acceptance of the general terms hereof. The Contract will contain the following terms
and conditions, among others, to be negotiated and agreed upon by the parties.

“Facsimile signatures”, as the term is commonly used with reference to facsimile machines used in transmitting
documents, signatures, photocopies, etc., shall be and hereby are declared by all parties to this Letter of Intent and
any subsequent amendments thereto including notices of any kind by either party, to be the same as an original
signature to this Letter of Intent; a facsimile of this Letter of Intent, including the signature portion thereof, shall be
treated and relied upon by all parties hereto as an original document and an authentic signature with the same legal
force and effect as though the facsimile is in fact the original document to which a genuine signature has been

1.       Purchase Price: <INSERT PRICE, TERMS AND TIMING>.
2.       Earnest Money: Contemporaneously with the effective date of the Contract or within < # of days
         (#)> business days thereafter, Purchaser will deposit with an agreed upon escrow agent the sum of
         <AMOUNT ($)> dollars to serve as Earnest Money under the Contract. This original Earnest Money shall
         become non-refundable after or at the end of the contingency period and applied to the Purchase Price at
3.       Survey: Seller, at its expense, will order a current on-the-ground ALTA staked survey of the Property
         acceptable to Purchaser and a title company acceptable to Purchaser (“Title Company”) for deletion of the
         standard Indiana title policy exceptions pertaining to areas and boundaries (except for “shortages in area”).
         The form and substance of said survey and the certifications made thereon will be in all respects acceptable
         to Purchaser.
4.       Title Policy: As soon as reasonably possible after the execution of the Contract, but no later than <# of
         days (#)> business days, Seller, at its expense, will cause to be issued by <NAME OF TITLE COM> an
         updated Owners’ and Mortgagee’s Title Insurance Policy Commitment on the property together with
         legible copies of all documents relating to exceptions set forth therein, showing good and feasible title to
         the Property, including any and all easement rights owned by Seller relating to the Property, vested in
         Seller, free and clear of all restrictions, easements, right-of-way, encroachments, reservations, liens or other
         matters or encumbrances except as may be acceptable to Purchaser.
5.       Conveyance: On the Closing Date of the contract, Seller will convey title to the Property according to
         legal description provided on the survey referenced above by a legally sufficient General Warranty Deed
         and other documents as the Title Company or Purchaser may deem reasonably necessary to the proper
         consummation of the transaction. All such conveyancing documents will be in form and substance
         satisfactory to Purchaser.
6.       Contingency Period: The contract will provide that Purchaser shall have <# of days (#)> business days
         after receipt of all information described below (the “Contingency Period”) to fully inspect and approve the
         physical condition of the Property and all portions thereof. During this period of time, Purchaser shall
         conduct such engineering, environmental and feasibility studies, as well as arrange for suitable financing on
         the Property, as Purchaser deems appropriate. In the event that governmental approvals (Including re-
         zoning) and completion of all studies required to permit the development of the Property by Purchaser for
         its intended use (to be determined) cannot be obtained with said <# of days (#)> business days, Seller
         agrees to grant, as may be necessary, extension of the Contingency Period, not to exceed <# of days (#)>
         business days each, to obtain such approval. Purchaser agrees to pay Seller <AMT of $ ($)> for each
         additional extensions of the Contingency Period which shall become non-refundable but applied to the
         Purchase Price at Closing. Purchaser’s obligation to close the Purchase of the Property is specifically
         contingent upon its review, analysis and approval of the engineering, environmental and feasibility studies,

Letter of Intent                                                                                             2 of 3
         financing, as well as information described below. If Purchaser or its assigns determine that any of such
         information on the Property is unacceptable, for whatever reason, in Purchaser’s or its assigns’ sole
         discretion, or if required governmental permits cannot be timely or economically obtained, Purchaser may
         terminate the Contract by so notifying Seller in writing, in which event the escrow agent will immediately
         deliver the Earnest Money together with interest earned thereon to the Purchaser and the Contract will be
         rendered null and void and no further Contract liability shall rest with either party hereto.

         a)        Survey as described in Paragraph 3 hereof;
         b)        Title commitment as described in Paragraph 4 hereof;
         c)        Legible copies of all documents referred to in the title commitments;
         d)        Copies of the <YEARS REQUESTED> paid ad valorem tax receipts for the property;
         e)        Such engineering, architectural, utility, soil and environmental reports as may be available; and
         f)        Copy of zoning and other ordinances affecting the Property.

7.       Effective Date: The contract “effective date” will be that date when all information described below, along
         with the updated Title Commitment and other pertinent documents as described in Paragraphs 3, 4, and 6
         above are delivered to Purchaser from Seller.
8.       Closing: Purchaser will have <# of days (#)> business days after the conclusion of the Contingency
         Period, as extended, to close.
9.       Commission: All sales commissions will be paid by the seller unless otherwise noted.

This letter constitutes an agreement by each of the signatories (i) to deal in good faith with the other and take all
actions reasonably required or necessary to prepare, negotiate, and execute binding contractual agreements for the
purchase and sale of the property consistent with the terms and conditions herein, and (ii) to refrain from dealing
with others in connection with the purchase or sale of the property until such time as one party has notified the other
in writing that no further good faith negotiations or actions will produce an enforceable agreement.
If this letter is acceptable to the Seller, pleaser have them so indicate by signing in the space provided below and
returning one fully executed copy to me by <DATE AND TIME>.

If a Contract is not entered into between the parties by <DATE AND TIME> this Letter of Intent shall terminate as
of that date and be of no further force of effect.

By:__________________________________________                   By: _______________________________________
               Richard R. Correll                                                     Name

Date: ________________________________________                  Date: ______________________________________

Letter of Intent                                                                                        3 of 3

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