# BUSINESS MERGER HEADS OF TERMS
Date: 10 April 2038
Parties: Quayside Strategy Ltd and Alder Advisory Ltd
## 1. Transaction and parties
Quayside Strategy Ltd and Alder Advisory Ltd intend to explore a combination of their England and Wales consulting businesses through a new company, Quayside Alder Group Ltd. The proposed structure, ownership and transfer steps remain subject to tax, legal and financial advice and definitive documents.
## 2. Value and consideration
The indicative enterprise value is £4.8 million for Quayside and £3.2 million for Alder. The contemplated consideration is 60% shares in the new group and 40% cash, allocated after due diligence and completion accounts. These figures are negotiation parameters, not a valuation warranty or an unconditional payment obligation.
## 3. Conditions, timing and costs
The parties target completion on 30 September 2038, subject to satisfactory due diligence, board approval, any required third-party consent and signed definitive agreements. Each party will fund its own advisers and internal costs unless a later written agreement says otherwise. No business transfer occurs merely because these heads are signed.
## 4. Confidentiality and exclusivity
Each party will disclose information only to its professional advisers, financing sources and personnel who need it and are bound to protect it. The parties will negotiate exclusively with one another until 30 June 2038, subject to an agreed written extension. Information must be returned or securely deleted if discussions end, except for lawful record retention.
## 5. Binding status, law and signatures
Only the provisions on confidentiality, exclusivity, costs and governing law are intended to bind. The proposed merger, consideration and target date are non-binding and neither party must complete it. These heads and any non-contractual dispute are governed by the law of England and Wales, with its courts having jurisdiction. Signed for Quayside: Helen Ward, Director. Signed for Alder: Marcus Bell, Director. Date: 10 April 2038.