Letter of Intent

Date: [DATE]

To: [Seller Name] [Seller Address]

From: [Buyer Name] [Buyer Address]

Subject: Letter of Intent to Acquire [Seller Company Name]

This Letter of Intent ("LOI") outlines the principal terms of a proposed transaction whereby [Buyer Name] ("Buyer") desires to acquire [Seller Company Name] ("Seller"). This LOI is non-binding, except for the provisions regarding exclusivity, confidentiality, and governing law.

1. Proposed Transaction. Buyer proposes to acquire 100% of the equity interests of Seller.

2. Purchase Price. The purchase price ("Purchase Price") shall be [AMOUNT] (the "Purchase Price"), subject to adjustments as provided herein. The Purchase Price shall be payable as follows:

• [Percentage]% in cash at closing.

• [Percentage]% in [stock/other consideration] at closing.

3. Due Diligence. Buyer shall have the right to conduct a due diligence review of Seller's business, financial condition, and legal affairs. Seller shall provide Buyer with all reasonable access to information and personnel necessary to complete such due diligence review.

4. Exclusivity. During the due diligence period and for a period of [NUMBER] days thereafter, Seller agrees not to solicit, entertain, or negotiate any other offers for the sale of the Company.

5. Confidentiality. Both parties agree to hold confidential all information exchanged in connection with this proposed transaction.

6. Closing. The closing of the transaction shall occur on or before [DATE] (the "Closing Date"), subject to the satisfaction of customary closing conditions, including, but not limited to:

• Completion of due diligence to Buyer's satisfaction.

• Negotiation and execution of definitive agreements.

• Obtaining any necessary regulatory approvals.

7. Governing Law. This LOI shall be governed by and construed in accordance with the laws of the State of [STATE].

8. Expenses. Each party shall bear its own expenses incurred in connection with this proposed transaction.

9. Non-Binding Effect. This LOI is intended to be a non-binding expression of interest and does not create any legally binding obligations, except for the provisions regarding exclusivity, confidentiality, and governing law. A definitive agreement will be prepared and executed by the parties to finalize the terms of the transaction.

[Buyer Name]

By: ____________________________

Name: ____________________________

Title: ____________________________

[Seller Name]

By: ____________________________

Name: ____________________________

Title: ____________________________

Important Notes:

• This is a sample LOI and should not be used as a substitute for legal advice.

• You should consult with an attorney to ensure that the LOI is tailored to your specific needs and complies with applicable laws.

• The terms of the LOI are subject to negotiation and may change during the due diligence process.

• The LOI should clearly state which provisions are binding and which are non-binding.

• The LOI should specify the key terms of the proposed transaction, including the purchase price, payment terms, and closing conditions.

• It is important to carefully consider the exclusivity period, as it restricts the seller's ability to negotiate with other potential buyers.

• The governing law provision should be consistent with the jurisdiction where the transaction will take place.