This is an example of a letter of intent (LOI) for the purchase of a high growth tech business.  It shows an initial offer that a purchaser might make to a target company, and it is marked it up to show the types of comments and changes that the company would typically make in reply.

While LOI’s are usually non-binding (apart from confidentiality and, if agreed, exclusivity provisions), in practice it is hard for the seller to back away from any of the agreed terms when it comes time to negotiate formal documentation.  It is therefore important to engage expert advisors and get their input before the LOI is signed.

This letter is based on an acquisition of the business and assets of a selling company, rather than the shares of the company.

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