1. DEBORAH DICKSON DAVIS
910 AZALEA HILL DRIVE (912) 257-6253
GREENVILLE, SC 29607 DLDICKSON@SAVANNAHLAWSCHOOL.ORG
WRITING SAMPLE
The attached writing sample is a letter of intent I drafted based on my classmate’s
responses for Transactional Drafting during my 2L year. The assignment pertained to the sale of
the Carter’s restaurant group concerning Cuisine, Inc., the seller, and Gastropub Restaurant
Group, Inc., the buyer. The assignment provided limited facts and information from the due
diligence phase to formulate this letter of intent.

2. 123 FOOD LANE, SUITE 100, ATLANTA, GA 30303
(404) 123-4567 TEL (404) 234-5678 FAX
WWW.GASTROPUB.COM
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PRIVATE AND CONFIDENTIAL
April 28, 2014
Anita Carter
President
Cuisine, Inc.
123 Pub Lane
St. Louis, MO 63101
Re: Proposal to Purchase Assets of Carter’s Restaurant Group
Dear Ms. Carter:
Thank you for the opportunity afforded by Cuisine, Inc., a Missouri Corporation
(“Seller”), to consider the sale of Carter’s, Inc. (“Company”) to Gastropub Restaurant Group,
Inc., a Georgia Corporation (“Buyer”). Based upon our discussions with you, the Buyer has a
strong interest in both acquiring substantially all of the Company’s assets and assuming certain
of the Company’s liabilities and obligations.
When executed by you, this letter will evidence our mutual intent with respect to a
proposed transaction involving the sale of the Company to the Buyer on terms that would be
mutually agreeable for all parties involved (“Transaction”). The entire letter of intent is
nonbinding, except for certain provisions which are specifically itemized as set forth in
Paragraphs 8-22.
The following non-binding expression of interest summarizes the basis by which the
Buyer would be prepared to further pursue this Transaction:
1. Purchase Agreement
The Buyer and the Seller (individually, a “Party” and collectively, the “Parties”) and their
respective affiliates wish to commence negotiating a definitive written purchase agreement
governing the Transaction (“Definitive Agreement”). To facilitate the negotiation of a Definitive
Agreement, the Parties request that the Buyer’s counsel prepare an initial draft.
1.1 Assets
The Seller proposes to sell the Company in its entirety to the Buyer, which includes the
Company’s operating assets, property, rights, good-will and business.
1.2 Negotiation Period
The consummation of this Transaction is subject to the Parties negotiating mutually
acceptable Definitive agreements governing the acquisition of the Company. Starting on

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the next business day after the Seller executes and delivers this letter of intent, the Buyer
will execute a Definitive Agreement on or before 5:00 P.M. of forty-five (45) business
days (“Negotiation Period”).
1.3 Buyer’s Approval Process
The execution of any Definitive Agreement is subject to the satisfactory completion of
the Buyer’s ongoing investigations of the Company’s business, and the approval and
authorization from the Buyer’s board of directors. Moreover, the Buyer does not
anticipate any regulatory approvals required for this Transaction.
1.4 Closing of the Transaction
Starting on the next business day after the Parties have executed and delivered any
Definitive Agreements, the Parties shall complete the Transaction on or before 5:00 P.M.
of ninety (90) days (“Closing”).
2. Purchase Price
Subject to the post-closing adjustments set forth in Paragraph 2.2, the Buyer would purchase the
Company for four and a half million dollars ($4.5 million) (“Purchase Price”). The Buyer would
pay the full Purchase Price in cash at the time of the Closing as follows:
2.1 Working Capital
The Buyer assumes that the Purchase Price includes the working capital at the Closing at
least equal to three hundred and seventy-four thousand and three hundred and three
dollars ($374,303), which is the working capital from the Company’s most recent balance
sheet prior to executing this letter. For this purpose, the working capital will be
determined by subtracting current liabilities assumed by the Seller (consisting of accounts
and notes payable, accrued expenses, provisions for taxes, and current maturity on long-
term debt) from current assets acquired by the Seller (consisting of cash and cash
equivalents, accounts receivables, inventory, real estate, and pre-paid expenses).
2.2 Post-Closing Adjustments
The Purchase Price is subject to the Buyer’s due diligence review of the Company as
follows:
(a) if the Company’s working capital increases or decreases at the time of Closing, then
the Purchase Price will increase or decrease accordingly on a dollar-for-dollar basis;
(b) because the Seller has not obtained a liquor license for the Carter’s in Perimeter,
Georgia, the Seller shall reduce the Purchase Price by one hundred and fifty thousand
($150,000) instead of obtaining the liquor license on or before the Closing; and
(c) if both Parties fail to obtain an assignment of the lease for the Carter’s in Buckhead,
Georgia, on or before the Closing, then the Seller will reduce the Purchase Price for this
location accordingly (as determined by a mutually acceptable independent auditor).

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2.3 Escrow Account
At the Closing, the Buyer would deposit four percent (4%) the Purchase Price with a
mutually acceptable escrow agent, which would be held in escrow for a period of at least
one (1) year to secure the performance of the Company’s obligations under the Definitive
Agreement and related documents.
The Seller shall obtain a surety bond indemnifying the Buyer for post-closing liabilities
that exceed the amount of the Purchase Price held in escrow (“Escrow Coverage”). For
any indemnification claims against the Escrow Coverage, severally or in the aggregate,
reimbursement to the Buyer is subject to the Buyer’s total loss or claims in excess of ten
thousand dollars ($10,000).
3. Buyer Financing
If this Transaction is contingent upon the Buyer securing financing for the Purchase Price, then
the Buyer will be subject to the following conditions:
3.1 Consideration
The Buyer shall make a non-refundable, earnest money deposit of one percent (1%) of
the Purchase Price from immediately available funds, which is due at the time of the
execution and delivery of any Definitive Agreements.
3.2 Promissory Note
At the Closing, the Buyer would execute and deliver to the Company an unsecured,
nonnegotiable, subordinated promissory note. The Buyer would deliver the promissory
note to the Seller, which would have the principal amount of four percent (4%) of the
Purchase Price due at the time of the Closing. The promissory note would bear interest at
the rate of ten percent (10%) annually and mature on the Closing’s tenth (10)
anniversary.
The promissory note would provide for forty (40) equal quarterly payments as follows:
the first two (2) years with quarterly payments of accrued interest only; the remaining
eight (8) years of principal along with quarterly payments of accrued interest; and the
Buyer may pay the note in full on or before 5:00 P.M. of the maturity date without
penalty.
3.3 Buyer Default
If the Buyer defaults on the promissory note, then the Seller has the right to either
refinance with the Buyer or reenter and take possession of the Company.

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4. Seller’s Agreements
The Buyer assumes all of the Seller’s assignable, contractual obligations subject to the following
conditions:
4.1 Employment Agreements
Provided that the Company’s employees do not overlap with the Buyer’s employees, the
Buyer will assume the Company’s existing employment agreements with the following
conditions:
(a) the Company’s employees must pass the Buyer’s background check (that includes no
felonies or multiple misdemeanors);
(b) the Buyer shall provide thirty (30) day severance packages when terminating
Company employees because of this Transaction;
(c) the Buyer shall maintain the current level of benefits offered to the Company’s
employees for a period of one (1) year as long as the Company’s employees receive the
same level of benefits as the Buyer’s employees; and
(d) the Buyer shall negotiate new employment agreements with key personnel (including
executives and upper management).
4.2 Leasing Agreements
For the Company’s locations at Inman Park and Midtown, the Buyer shall assume the
leases with the Seller as follows:
(a) the Buyer shall assume the Inman Park ten (10) year lease for the monthly rent of $13
per square foot (2,100 square feet);
(b) the Buyer shall assume the Midtown ten (10) year lease for the monthly rent of $17
per square foot (2,100 square feet);
(c) the Buyer will have the option to renew each lease for ten (10) years;
(d) the Seller will increase the rent three percent (3%) annually for each lease.
For the Company’s location at Buckhead, both Parties shall use commercially reasonable
efforts to negotiate a new lease for the Buyer with the existing landlord Blake Realty,
LLC, on or before the Closing (subject to Paragraph 2.2). If Blake Realty, LLC, refuses
to reassign this lease to the Seller on or before the Closing, then the Parties may revisit
the acquisition of this location separately in two years when the lease expires.
4.3 Other Agreements
With the exception of James T. Kirk, the Buyer assumes the Seller’s contracts with local
artists, who display their art for sale at the Company’s various locations. At the time of
Closing, the Seller shall provide an amended contract with James T. Kirk allowing the
Buyer discretion to remove certain artwork and approve replacement pieces that are
subject to the Buyer’s approval.

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5. Non-competition Agreements
After the termination of this letter of intent or the Closing, the Seller may not compete with the
Company for a period of one (1) year nor perform similar services for any third party within the
same business of the leisure restaurant industry in the Greater Atlanta Metropolitan Area of
Georgia. Additionally, the Seller may not hire or solicit any employees from the Company for a
period of one (1) year after the Closing.
6. Branding
The Buyer shall have discretionary use of the Company’s logo but discontinue the use of the
Company’s name Carter’s, Inc. within six (6) months of the Closing.
7. Other Terms
The Parties would include in any Definitive Agreements additional, comprehensive provisions
for the mutual protection and benefit of both parties including: customary covenants;
representations and warranties; conditions and indemnities; litigation, environmental issues, and
tax matters. To consummate this Transaction, the Parties shall use commercially reasonable
efforts to satisfy the Parties’ conditions that include:
(a) the Buyer’s confirmation and review of the Company’s 2013 fiscal year and the 2014 year-to-
date financial performance;
(b) the Buyer’s satisfactory completion of due diligence;
(c) the Company having the customary level of working capital that is sufficient enough to
operate the Company’s business according to past practices at the Closing;
(d) the absence of any material adverse change in the Company’s business prior to the Closing;
and
(e) the Company’s full disclosure of all environmental issues, studies, remediation activities and
monitoring occurring that pertains to any of the Company’s property or facilities (or to the
knowledge of the Company).
Based upon the information currently known to the Buyer, the following proposed
terms for the Definitive Agreement in this letter shall include the following binding
provisions (“Binding Provisions”):
8. Due Diligence
Before entering into any Definitive Agreements, the Buyer must conduct a thorough due
diligence review of the Company subject to the confidentiality provisions as set forth in
Paragraph 10. After the execution and delivery of this letter of intent (or until the termination of
negotiations toward any Definitive Agreements), the Seller shall grant the Buyer reasonable
access to the Company’s confidential information under the supervision of Derrick Merrigan, the
Manager of Carter’s in Buckhead, Georgia (“Seller’s Representative”).

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The Buyer’s due diligence would include, but would not be limited to, a satisfactory examination
of the Company’s properties, books and records, contracts, personnel, tax treatment and
structure, and any other relevant documents and data. The Buyer seeks to complete the
Transaction efficiently and with minimal disruption to the Company by performing the due
diligence review during designated business hours per the Seller’s Representative. During the
Buyer’s due diligence review, the Buyer’s representatives or affiliates may not wear any clothing
that indicates any affiliation with the Buyer.
9. Exclusivity
On or before 5:00 P.M. of the Termination Date for this letter of intent, neither the Company nor
the Company’s shareholders or affiliates may directly or indirectly through any representative or
otherwise:
(a) negotiate with any other person relating to the acquisition of the Company; and
(b) solicit offers from or encourage, discuss, or accept any proposal from any other person
relating to the acquisition of the Company.
10. Confidentiality
For any confidential information the Parties obtain during negotiations for this Transaction, the
Parties are subject to the Confidentiality Agreement dated as of April 12, 2014 (the
“Confidentiality Agreement”). For a period of two (2) years, the Buyer may not use the Seller’s
confidential information detrimentally to the Seller or beyond the scope of this Transaction.
Upon the written request of the Seller, the Buyer shall return or destroy any confidential
information in the Buyer’s possession and certify in writing to the Seller that the Buyer has
satisfied the Seller’s request.
10.1 Confidential Information
Confidential information includes any information not generally known and proprietary
to the Company or to a third party during the ordinary course of business (“Confidential
Information”). The Buyer (or any of the Buyer’s representatives) may not disclose any
confidential information obtained directly or inadvertently during the Buyer’s evaluation
of the Company in relation to this Transaction. To the knowledge of the Buyer, if the
Buyer has a reasonable basis to regard the information as Confidential Information or the
Seller treats the information as Confidential Information, then the Buyer must treat such
information as Confidential Information unless:
(a) the Seller discloses or reduces information to writing that was not clearly identified as
Confidential Information;
(b) the Buyer already possesses knowledge of Confidential Information (from the Seller
or a third party) that was not subject to any duty of confidentiality at the time of the
disclosure;

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(c) the Buyer (or the Buyer’s representatives) inadvertently releases Confidential
Information that becomes publicly available through no fault of the Buyer;
(d) the Buyer consults with a third party, who is equally bound to duty of confidentiality
with the Company;
(e) the Buyer independently develops the Confidential Information; or
(f) the Seller is required to disclose the information as required by law, regulation, or
legal proceedings.
10.2 Non-Disclosure
Except as required by law, neither Party may make any disclosure of the existence of this
letter of intent or any of the proposed terms for this Transaction without the prior written
consent of the other Party (that includes the time and date of authorized disclosure).
11. Seller’s Conduct
After this letter of intent is executed and delivered by the Seller or until the Termination Date,
the Company shall conduct operations in the normal course of business and refrain from
extraordinary transactions that incur obligations or commit to purchases in excess of thirty
thousand dollars ($30,000) per item without the Buyer’s prior written consent. Except with the
Buyer’s prior written consent, the Seller may not sell or transfer all or a material portion of the
Company’s assets (or equity interests) that relate to the Transaction to any other person.
12. Notice
The parties must send all requests, consents, claims, demands, waivers and other
communications in writing through facsimile, e-mail, in person (hand delivery), overnight
courier, or certified mail through the U.S. Postal Service. Each time a party sends a notice
(“Sender”) to another party (“Recipient), as the intended Recipient, the Sender must obtain a
written confirmation of receipt by the Recipient.
13. Termination
Starting on the next business day after this letter of intent is executed and delivered by the Seller,
this letter of intent will automatically terminate on or before 5:00 P.M. (E.S.T.) forty-five (45)
business days later (“Termination Date”). At any time, either Party may unilaterally terminate
this letter of intent for any or no reason before the Termination Date. Effective termination of
this letter of intent (and the Binding Provisions) occur when either Party receives a written notice
by the other Party that does not impose liability or cause a breach of any of the Binding
Provisions prior to termination. Upon the Termination Date, the Parties will have no further
obligations pursuant to this letter, except as stated in the Binding Provisions (as set forth in
Paragraphs 8 through 22) that will survive termination.
14. Transaction Expenses
Both Parties will be responsible for their respective expenses and disbursements related to this
Transaction, whether the Transaction is consummated or not.

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15. Governing Law
The laws of Georgia govern all matters relating to this letter of intent, including torts.
16. Forum
Both Parties submit to the exclusive, personal jurisdiction and venue in the state and federal
courts of the United States located in the State of Georgia, City of Atlanta, for disputes arising
from this letter of intent.
17. Merger
The Binding Provisions state the full agreement (as the final, complete, and exclusive statement
of the Parties’ agreement on the matters contemplated within this letter of intent) between the
parties and supersedes all prior negotiations and agreements.
18. Counterparts
This letter may be executed in one or more counterparts, each of which is an original, and all of
which constitute only one agreement between the parties.
19. Amendments or Modifications
The Parties may amend or modify this letter of intent in writing and with the consent of all
Parties. If the provisions of either an amendment or modification and this letter of intent conflict,
then the provisions of this letter of intent governs.
20. Remedies
Each party is entitled to injunctive relief in favor of the other party without proof of actual
damages relating to an actual or threatened breach of the Binding Provisions in this letter of
intent. To the fullest extent permitted by the law, neither party will be liable to the other party for
any claims, demands or suits for consequential, incidental, special, exemplary, punitive, indirect
or multiple damages connected with or resulting from any breach of this letter of intent.
21. WAIVER OF JURY TRIAL
Any disputes that arise between the parties with respect to the performance of this Agreement is
subject to binding arbitration by the American Arbitration Association (“AAA”) and its rules and
procedures in effect at the time of submission. In the event of a dispute, both parties will share
equally in the costs of arbitration. BOTH PARTIES WAIVE THEIR RIGHT TO TRIAL BY
JURY IN ALL MATTERS REGARDING THIS LETTER OF INTENT OR POSSIBLE
TRANSACTIONS.
22. Binding Effect
The Parties intend this letter of intent to serve as an expression of the Parties mutual interest
toward the proposed Transaction, which is subject to the Parties’ execution and delivery of a
mutually satisfactory Definitive Agreement (as set forth in Paragraphs 1 through 7). Except as
expressly provided in the Binding Provisions (as set forth in Paragraphs 8 through 22), no past or

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future action, course of conduct, or failure to act on the Buyer’s behalf may give rise to any other
obligations or liability for the Buyer (or the Buyer’s shareholders or affiliates) that is legally
binding.

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If the foregoing is acceptable to the Company, then please indicate so in the space
provided below and return one signed, original copy to us on or before on or before 5:00 P.M.
(E.S.T.) of June 1, 2014 or this offer will expire and take no further effect.
Best Regards,
GASTROPUB RESTAURANT GROUP, INC.
By:
Name: Joseph Price
Title: President
Date: April 28, 2014
By:
Name:
Title: Secretary
Date: April 28, 2014
Accordingly, the parties agree to the Binding Provisions on April 28 , 2014 .
CUISINE, INC.
By:
Name: Anita Carter
Title: President
Date: April 28, 2014
By:
Name:
Title: Secretary
Date: April 28, 2014