Letter of Intent (LOI)
The LOI is non-binding except for a few terms:
No shop clause
LOI states terms of what the deal will look like and then allows the buyer time to verify the information presented and creates a roadmap for attorneys to craft the final purchase agreement.
Price and structure should be settled in the LOI without negotiation left afterwards.
Details should include:
- Seller note
- Earn out
- Compensation agreement for seller if staying on
- Status of net working capital items
- New ownership cap table is seller is retaining ownership