Letter of Intent — Asset Purchase

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Intent

This letter expresses my intent to purchase Bicycle Belle's physical assets — inventory, equipment, fixtures, and lease assignment — in order to continue operating a community bicycle shop at the current location under a new name and structure.

This letter is non-binding. It exists so I can organize financing and community support with a clear picture of the proposed terms. Nothing here commits either party until a formal purchase agreement is signed.

Proposed Terms

1. Assets to be purchased

• All bicycle and parts inventory at cost (estimated $50,000–$60,000, to be confirmed by mutual count)
• Shop tools, repair stands, and service equipment
• Point-of-sale system and customer records
• Fixtures and furniture

2. What is NOT included

• The Bicycle Belle name, brand, and associated goodwill
• Riese & Müller and Urban Arrow dealer relationships and agreements
• Any personal guarantees, debts, or obligations of Bicycle Belle LLC

3. Purchase price

Total purchase price will be the agreed value of inventory + tools + equipment, based on a joint walkthrough and count. Estimated range: $50,000–$60,000 (inventory at cost) + tools and equipment valuation TBD.

4. Payment structure

• Upfront: $20,000–$30,000 at closing, funded through community investment
• Earnout: The remaining balance paid as 3% of gross sales (revenue before expenses), paid monthly, until Carice has received the full remaining amount
• Cap: Total payments to Carice will not exceed the agreed purchase price. The earnout terminates automatically once the full amount is paid, or after 36 months, whichever comes first
• Floor: If the shop is not generating sufficient revenue to make meaningful payments, Carice and I will renegotiate in good faith

5. Lease

I will negotiate an assignment of the current lease or a new lease with the landlord on substantially similar terms. Carice will assist with introductions and a smooth transition with the property owner.

6. Transition period

A transition period of [2–4 weeks] before and after closing, during which:

• Carice remains available for questions and knowledge transfer
• Current staff continue working under existing arrangements
• Customer communication about the transition is coordinated together

7. Staff

Current employees will be offered positions on comparable or better terms. I value the existing team and intend to retain them.

Next Steps

1. Asset walkthrough and count — mutual inventory of everything being purchased
2. Landlord conversation — confirm lease transfer is possible
3. Legal review — both parties review a formal purchase agreement (I'll draft one for your review)
4. Community fundraising — once terms are agreed, I'll open a community investment round to fund the upfront payment
5. Closing — target date to be agreed, no later than Carice's desired timeline

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