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    Pearson, LLC submits a proposal to acquire Kate's Cupcakes, Inc. and its 15 retail stores for $1.1 million. The closing would be subject to negotiation and execution of definitive agreements including customary representations and warranties. The parties agree to work towards a quick closing and conditions include negotiation of agreements, obtaining approvals, and no material adverse changes to the business. This letter of intent is non-binding but creates a binding agreement for the parties to negotiate in good faith.

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    Letter of Intent for Business

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    Letter of Intent for Business

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    Pearson, LLC submits a proposal to acquire Kate's Cupcakes, Inc. and its 15 retail stores for $1.1 million. The closing would be subject to negotiation and execution of definitive agreements including customary representations and warranties. The parties agree to work towards a quick closing and conditions include negotiation of agreements, obtaining approvals, and no material adverse changes to the business. This letter of intent is non-binding but creates a binding agreement for the parties to negotiate in good faith.

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    312 views2 pages

    Letter of Intent For Business

    Uploaded by

    qwerty_qwerty1234567
    Pearson, LLC submits a proposal to acquire Kate's Cupcakes, Inc. and its 15 retail stores for $1.1 million. The closing would be subject to negotiation and execution of definitive agreements including customary representations and warranties. The parties agree to work towards a quick closing and conditions include negotiation of agreements, obtaining approvals, and no material adverse changes to the business. This letter of intent is non-binding but creates a binding agreement for the parties to negotiate in good faith.

    Copyright:

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    June20,2013 KateAnderson KatesCupcakes,Inc. DearMs.Anderson, WewelcometheopportunitytosubmitaproposaltoacquirethebusinessofKates Cupcakes,Inc.andrelatedcompanies(collectivelytheCompanyorSeller)operating approximately15retailstoresinCaliforniasellingbakedgoods(theBusiness).Weunderstand thedesiretoproceedexpeditiouslywithasaleoftheBusiness.Wearepreparedtomovequickly onthetransactionandbelievewearewellsuitedtodoso.Thislettersummarizesourproposal. 1.

    PurchasePrice

    AnentitynewlyformedbyPearson,LLC(Buyer)wouldpurchasesubstantiallyallofthe operatingassets,includingalltangibleandintangibleassets,equipment,leases,contractrights, andintellectualpropertyusedintheBusinessforapurchasepriceofonemilliononehundred thousanddollars($1,100,000).BuyerwillnotassumeanyliabilitiesoftheBusinessofthe Companyotherthanliabilitiesaccruingaftertheclosingundercontractsorleasesassumedby Buyer. 2. DefinitiveAgreement

    Theclosingwillbesubjecttothenegotiationandexecutionofdefinitivetransaction documentsthatwillinclude,amongotherthings,customaryrepresentations,warranties, covenants,andindemnitiesbytheSellerandtheirprincipalsregardingthebusiness,operations, andfinancialconditionoftheBusiness. 3. ClosingDate

    Thepartiesacknowledgethattimeisofimportanceandthattheywillworktowards closingthetransactionasquicklyaspossible. 4. ConditionstoClosing

    TheconsummationoftheTransactionwillbesubjecttothesatisfactionofcustomary conditions,including,withoutlimitation,thefollowing: a. Thenegotiation,execution,anddeliveryofdefinitiveagreementssatisfactoryto eachoftheparties,includingretailleases,andsecuringofanyrequired governmentalorthirdpartyapprovals,waivers,orconsents.

    b. MaintenanceoftheCompanysbusinessintheordinarycourse,andtheabsence ofanymaterialadversechangeintheCompanysbusinessoffinancialcondition ormaterialchangedintheconductofitsbusinessasofthedateofthisLetterof Intent. c. TheCompanynotseekingorrequestinganytypeofbankruptcyprotectionor bankruptcyprocedure. 5. BindingAgreement

    Otherthanthisparagraph5,whichisintendedtobeandislegallybinding,thisletteris nonbindingandconstitutesanindicationofintentonlyandcreatesnoliabilityorobligationofany naturewhatsoeveramongthepartiesheretowithrespecttoanycontemplatedtransactionorany othermatteroractiondescribedorreferredtoherein.Legallybindingobligationswithrespectto thecontemplatedtransactionwillonlyariseuponexecutionofadefinitiveagreementandrelated agreementswithrespecttothetransaction.

    Iftheforegoingissatisfactory,pleaseindicateyouragreementwiththeforegoingby countersigningacopyofthisletterandreturningittoourattention.Welookforwardto proceedingtogetheronthistransaction.

    _________________________________ MichaelD.Kampfer ManagingDirector mkampfer@pearsonllc.com 662.555.0198

    By:______________________________ Its:______________________________

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