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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:

  1. Seller note
  2. Earn out
  3. Compensation agreement for seller if staying on
  4. Status of net working capital items
  5. New ownership cap table is seller is retaining ownership

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