LOI Clause Samples

LOI. The terms and provisions of the JOA and this PA shall supersede the terms and provisions included in the LOI. In the event of a conflict, the provisions of this PA and the LOI, the provisions of this PA will control.

LOI. On May 1, 2024, we entered into a non-binding letter of intent (the “LOI”) with a private company (the “Seller”), regarding a potential business combination (the “Proposed Transaction”) whereby the Company or a subsidiary of the Company would acquire the Seller. In connection with the Proposed Transaction, the Company will pay to the Seller a cash purchase price equal to $20 million less any amounts payable on any Seller indebtedness and issue American Depository Shares (the “ADSs”) representing a number of the Company’s ordinary shares (the “Shares”) where the issue price of such Shares is equal to the average price paid in a fundraising from new and existing shareholders in the Company raising in excess of US$50 million (the “Issue Price”), such that the total value attributable to the Shares at closing is equal to US$20 million. In addition, the Seller will be entitled to certain payments upon satisfaction of various development milestones. The LOI only represents a mutual indication of interest regarding the Proposed Transaction and the terms of the Proposed Transaction are subject to a number of contingencies, including the completion of customary due diligence and the negotiation and execution of definitive agreements. Upon execution of the definitive agreements, the completion of the transaction will be subject to, among other matters, satisfaction of the conditions negotiated therein, the Company having secured adequate financing, and receipt of all third party (including governmental) approvals, licenses, consents, and clearances, as and when applicable. There can be no assurance that the Proposed Transaction will be completed on the terms contemplated in the LOI or otherwise. In particular, the timing of closing of any such transaction and the aggregate consideration that we may pay may materially differ from that currently contemplated by the LOI.

LOI. The LOI is hereby terminated and shall have no further force or effect.

LOI. Loss on ignition was determined using a 500 mg sample. The sample, weighed into 30 ml beaker, was placed in a cold muffle furnace and brought up to 500°C over a period of 2 - 3 hours. The sample was left at this temperature for 4 hours, then allowed to cool to room temperature for weighing. Detection limit = 1.0 pct. Uranium was determined using a neutron activation method with delayed neutron counting. A detailed description of the method is provided by Boulanger et al (1975). In brief, a 1 gram sample is weighed into a 7 dram polyethylene vial, capped and sealed. The irradiation is provided by the Slowpoke reactor with an operating flux of 1012 neutrons/sq cm/sec. The samples are pneumatically transferred from an automatic loader to the reactor, where each sample is irradiated for 60 seconds. After irradiation, the sample is again transferred pneumatically to the counting facility where after a 10 second delay the sample is counted for 60 seconds with six BF3 detector tubes embedded in paraffin. Following counting, the samples are automatically ejected into a shielded storage container. Calibration is carried out twice a day as a minimum, using natural materials of known uranium concentration. Detection limit = 0.5 ppm. Fluorine was determined in lake sediments as described by ▇▇▇▇▇▇▇ (1970). A 250 mg sample is sintered with 1 g of a flux consisting of two parts by weight sodium carbonate and one part by weight potassium nitrate. The residue is then leached with water. The sodium carbonate is neutralized with 10 mL 10% (w/v) citric acid and the resulting solution is diluted to 100 mL with water. The pH of the resulting solution should be from 5.5 to

LOI. We and EVOS WEST, INC. (“EWI”) previously entered into a Letter of Intent to Master Franchise, dated September 20, 2005 (the “LOI”). EWI assigned the LOI to you on November 16, 2005. You waive any rights you may have, and release us from any liability or obligation we may have, arising out of the entering into of the LOI and/or entering into the Franchise Agreement or any subsequent franchise or related agreement as contemplated in the LOI. You and we agree to terminate the LOI and release each other from any claims either may have relating to it.

LOI. The Parties hereby agree that that certain Letter of Intent dated March 29, 2021 executed by certain of the Parties and amended by agreement of such Parties dated June 28, 2021 with respect to the transactions contemplated thereby and hereby (the “LOI”) is superseded (i.e., terminated) in its entirety by this Agreement. This Agreement therefore constitutes a “mutual agreement in writing [to] extend the time for the performance of any term or condition of [the] LOI…, waive any provision contained herein, and waive the future performance of any obligation” within the meaning of the LOI.

LOI. The LOI is hereby terminated effective as of the --- Closing Date, and all obligations of both ▇▇▇▇▇▇ and Nexell thereunder are terminated, null and void as of the Closing Date.