The LOI is
non-binding except for a few terms:
No shop clause
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.
structure should be settled in the LOI without negotiation left afterwards.
Details should include:
Compensation agreement for seller if staying on
Status of net working capital items
New ownership cap table is seller is retaining ownership