Free Letter of Intent Template

LETTER OF INTENT

Non-binding · Business Acquisition · Governed By The Law Of The State Of Delaware

This Letter of Intent (this "LOI") is submitted by Arcadia Capital Group LLC (tel. (212) 555-0100; email deals@arcadiacapital.com) ("Sender") to Blue Ridge Technologies Inc., attention Ms. Diane Morgan, Chief Executive Officer ("Recipient") in connection with a proposed business acquisition as described herein, and is governed by the law of the State of Delaware. Except for the provisions expressly designated as Binding below, this LOI is a non-binding expression of intent.

Acquisition of 100% of the issued and outstanding equity interests in Blue Ridge Technologies Inc., including all intellectual property, software products, customer contracts, and ongoing business operations.

The proposed purchase price / consideration for the Transaction is 8,500,000.00 USD, payable by all cash at closing. The final consideration remains subject to due diligence, negotiation, and execution of a definitive agreement.

The proposed Transaction is subject to the following conditions and assumptions: Satisfactory completion of financial and legal due diligence; no material adverse change in business operations; receipt of required regulatory approvals; agreement on key employee retention terms.

This section is legally binding. For a period of 30 days from the date of execution of this LOI, Blue Ridge Technologies Inc. shall not solicit, entertain, negotiate, or accept any competing offer or expression of interest relating to the Transaction or a substantially similar transaction from any third party, and shall promptly notify Arcadia Capital Group LLC of any unsolicited approach. Binding "no-shop" covenants within an otherwise non-binding LOI are enforceable under prevailing U.S. authority (Empro Mfg. Co. v. Ball-Co Mfg., Inc., 870 F.2d 423 (7th Cir. 1989)). During the exclusivity period each party shall negotiate the definitive agreement in good faith, the consequences of which are governed by the law of the State of Delaware as described in the "Binding Effect" section below.

Arcadia Capital Group LLC shall have 45 days from the date of this LOI to conduct its due-diligence review, and Blue Ridge Technologies Inc. shall provide reasonable access to all relevant business, financial, operational, and legal records. The proposed Transaction is contingent upon Arcadia Capital Group LLC's satisfactory completion of due diligence in its reasonable discretion.

This LOI shall expire and be of no further force or effect unless accepted in writing by Blue Ridge Technologies Inc. on or before March 20, 2026, or such later date as Arcadia Capital Group LLC may agree in writing.

This section is legally binding and remains enforceable even if every other provision of this LOI is determined to be non-binding. Both parties shall keep the existence and contents of this LOI, and all information exchanged in connection with the proposed Transaction, strictly confidential. Such information may constitute trade secrets within the meaning of the Defend Trade Secrets Act, 18 U.S.C. §1836, and shall be protected accordingly. Neither party shall disclose it to any third party without the other's prior written consent, except to legal, financial, or other professional advisors bound by comparable obligations. This obligation shall survive expiration or termination of this LOI for two (2) years.

DTSA Whistleblower Immunity Notice (18 U.S.C. §1833(b)). An individual shall not be held criminally or civilly liable under any federal or state trade-secret law for disclosing a trade secret that (i) is made in confidence to a government official or attorney solely to report or investigate a suspected violation of law, or (ii) is made in a complaint or other document filed under seal in a lawsuit or other proceeding.

This section is legally binding. Each party shall bear its own costs and expenses (including legal, accounting, and advisory fees) incurred in connection with this LOI, the due-diligence process, and the negotiation of the definitive agreement, regardless of whether the Transaction is consummated.

This section is legally binding. Neither party shall issue any press release or make any public announcement concerning this LOI or the proposed Transaction without the other party's prior written consent, except as required by applicable law or the rules of a securities exchange, in which case the disclosing party shall, to the extent practicable, give the other party advance notice and an opportunity to comment.

Subject to satisfactory due diligence and execution of a definitive agreement, the parties intend to target a closing on or before May 31, 2026. This date is aspirational and may be adjusted by mutual written agreement; it does not, by itself, bind either party to consummate the Transaction.

Seller management team to remain in place for a minimum of 12 months post-closing under mutually agreed employment terms. Earnout provisions to be discussed based on 2026 revenue targets.

The binding provisions of this LOI shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-laws principles. Any dispute regarding the binding provisions shall be resolved in the state or federal courts located in the State of Delaware. To the extent the parties elect arbitration in any definitive agreement, such arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. §§1 et seq. If the Transaction, taken together with the parties' other holdings, would meet the jurisdictional thresholds of the Hart-Scott-Rodino Antitrust Improvements Act, 15 U.S.C. §18a, the parties shall cooperate in making the required pre-merger notifications and observe the statutory waiting period before closing.

Except for the sections expressly designated as "Binding" above (including, as applicable, the Exclusivity/No-Shop, Confidentiality, Expenses, and Public Announcements provisions and this Governing-Law clause), nothing in this LOI creates any binding obligation on either party to proceed with or consummate the proposed Transaction, and either party may withdraw from discussions at any time, for any reason, without liability. The parties' rights and obligations with respect to the Transaction itself shall arise only upon execution of a definitive written agreement (Restatement (Second) of Contracts §§26-27, distinguishing preliminary negotiations and agreements to agree from enforceable contracts).

State-specific effect — TYPE II — EXPECTATION DAMAGES: a duty to negotiate in good faith is enforceable and its breach can yield benefit-of-the-bargain damages (State of Delaware). Delaware enforces a Type II preliminary agreement — one binding the parties to negotiate the open terms in good faith. Critically, where the trial court finds the parties WOULD have reached a final agreement but for the defendant's bad-faith negotiation, Delaware permits recovery of EXPECTATION (benefit-of-the-bargain) damages, not merely reliance (SIGA; $113M awarded on remand). A "non-binding" label therefore does not eliminate exposure if the document imposes a good-faith-negotiation duty. (SIGA Techs., Inc. v. PharmAthene, Inc., 67 A.3d 330 (Del. 2013); 132 A.3d 1108 (Del. 2015).)

For any Transaction involving an interest in real property, or any agreement incapable of performance within one year, no obligation shall be effective absent a writing satisfying the applicable statute of frauds in the State of Delaware.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date indicated.