# BUSINESS ACQUISITION LETTER OF INTENT
Date: 22 January 2030
Parties: Bluehaven Group Limited and Eleanor Price
## 1. Parties, transaction and definitions
Bluehaven Group Limited proposes to acquire all shares in Eleanor Price's Merebrook Digital Limited, an analytics business. Eleanor is the Seller and remains the Target's director pending completion.
## 2. Commercial scope and consideration
Indicative enterprise value is £3,200,000 cash-free and debt-free, subject to working capital, due diligence, financing and a share purchase agreement. The current concept is £2,600,000 cash and £600,000 deferred over 24 months; price is not binding.
## 3. Performance, approvals and records
For 60 days Eleanor will not solicit or negotiate a sale with another buyer and will provide reasonable access to accounts, contracts, employees, IP, tax, property, data and litigation information. Bluehaven keeps it confidential and uses it only to evaluate the transaction.
## 4. IP, confidentiality and data
The parties negotiate in good faith but neither must complete or continue. No warranty or binding buy/sell obligation arises until a definitive agreement is signed and conditions satisfied. Only exclusivity, confidentiality, costs, announcements and law clauses are binding.
## 5. Term, termination and transition
Each pays its own advisers. Bluehaven uses a clean-team process for personal data and does not contact employees, customers or suppliers without consent. Eleanor does not knowingly omit material information but gives no SPA warranties in this letter.
## 6. Risk allocation and remedies
Exclusivity ends on 22 March 2030, written termination or SPA signature, whichever is earlier. Either may withdraw without break fee before the SPA. Confidentiality lasts three years and trade secrets while secret; announcements need approval unless legally required.
## 7. England and Wales law and signatures
Binding clauses are governed by England and Wales law and its courts have exclusive jurisdiction. This LOI is not a partnership, agency, guarantee or acceptance-capable offer. Signed by Eleanor Price and Jamal Khan on 22 January 2030.