This assignment contains two parts. You will draft a letter of intent and an appropriate provision. Both parts will be submitted in the same Word document.

Part 1: Letter of Intent Draft a letter of intent (LOI) based on the Deal Notes From Seller (below). The LOI should contain, where needed, comments that ask questions or explain drafting decisions or risks to the client.

Part 2: Provisions Please also address the following items by drafting an appropriate provision and providing comments regarding your draft provision:

1. Is the LOI binding, nonbinding, partially-binding? Explain your rationale.

2. If things do not work out, how will the LOIand the relationship between the partiesterminate? Will they be able to simply walk away? Are there any surviving liabilities or obligations? What happens to information that may have been exchanged?

3. Include two or three boilerplate provisions and explain why you chose those boilerplate provisions.

DEAL NOTES FROM SELLER:::

Dear Lawyer:

We think we've found a buyer for SKIMS, Inc. ("SKIMS") a Kim Kardashian bodysuit line. The negotiations are ongoing, but we'd like to keep things moving quickly by giving the buyer an LOI to look at. There are also some material issues on our side that we would like to ensure both parties are bound to for the final agreement, but know that we may need to be flexible and punt the final language for the final agreement. My hope is that you can strike the right balance between what is binding and not based on the risks for us and the risks you think Buyer may not be willing to agree to at this time.

The buyer is Paris Hilton Merch, LLC ("PHM"). From our discussions, we think PHM wants to buy all the assets of SKIMS (machinery, distribution agreements, intellectual property, and some key employees). We've set a purchase price of $299 million, and they are interested based on our financials though PHM has said this amount will have to be reduced if we don't hit the targeted income at the end of the year to prove SKIMS is truly valued at $299 million (SKIMS is showing an upward trajectory so the purchase price is a reach, but if we continue to show growth this year, it is really an early investment in a company that can be valued for so much more!).

PHM is concerned about whether our distribution agreements can be assigned. Some of them cannot be as they were exclusively given to Kim Kardashian and we'll have to get consent to assignment before closing. So who knows if PHM will have the same distribution reach. Though, PHM is a global company themselves with their own distribution lines for PHM sales.

PHM is also concerned whether we have valid trademarks for our fashion brands. Kim Kardashian as a studying lawyer was eager to put her skills to the test and filed the trademark filings herself. Kim swears she has everything in order and has told PHM it can rely on her word that the trademarks will be great at closing.

SKIMS has one ongoing lawsuit by a company (Blac Chyna Inc. or "BC") that claims Kim has robbed them of their potential sales by stealing fabric prints and colluding with distributors to prevent BC from selling outside of a small quaint town known as Colinga, CA. Kim thinks this case will settle soon because BC does not have the means to stick out a trial and her claims are all speculative. BC is just looking to steal some of Kim's limelight. In any case, Kim would really like to sell and have PHM handle the BC litigation. Kim believes with SKIMS out of the picture BC will have no real reason to keep this going and has told

PHM that her word is gold on this.

PHM has asked that Kris Jenner remain employed by PHM for one year and Kris is amenable to this for a $300k per month salary. Her role would be to serve as mom-ager for Paris and her ensemble. PHM has asked that the other employees of SKIMS agree not to compete following the closing anywhere in America forever (expressly calling out Kim Kardashian). This seems outrageous. The employees are generally ok with this for a very limited time, and only in CA and NY where SKIMS were sold. Additionally, after Kris's employment term with PHM ceases, Kris wants to be able to serve as a fashion trend consultant to other aspiring influencers to help them capitalize on their brand and become self-made billionaires. SKIMS is headquartered in California and primarily operates in California with a few shops now opened in New York. PHM is headquartered in New York and does a vast majority of sales in New York, but is looking to expand to California. This is why the SKIMS purchase would be strategic for that national expansion.

Please put together a simple LOI that we can give to Buyer to sign that includes standard boilerplate provisions you think are also customary. We're ok with giving PHM exclusivity so long as the deal is finished quickly (ideally less than 15 days). Also, we'd like to keep this deal confidential. We don't want our 4 of 6 employees finding out about the sale until we get closer to closing (the risk here is that everyone will quit and leak out sensitive information before we can finalize termination agreements with each employee). We've already signed a confidentiality agreement with PHM that Kim drafted two weeks into studying about confidentiality provisions. Kim is confident it is rock solid. Please do feel free to give the necessary representations to ensure PHM is confident in our company, but do ensure we don't overpromise. Kim is known to have a lot on her plate and may sometimes confuse where things really are.

Thanks.

Sincerely,

Becky G

Secretary, Skims, Inc.