Letter of Intent — Asset Purchase

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Intent

This letter expresses my intent to organize the purchase of 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 the purchasing group will renegotiate in good faith

5. Lease

The purchasing group 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 with the new entity on comparable or better terms. The purchasing group values the existing team and intends 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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