Growth Guide2/4/2026

LOI Guide

TLDR Summary

An LOI is a promise to buy. It is non-binding except for exclusivity. Focus on price and payment timelines.

What is No-Shop Clause?

No-Shop Clause is A rule preventing you from talking to other buyers for a fixed period.

Keep this window short. It is the most restrictive part of an LOI.

The 3 Core Benefits

1

Price Clarity

The LOI sets a specific price. Vague discussions become concrete numbers.

2

Fixed Timeline

It creates a schedule for closing. Get a clear deadline for the payout.

3

Official Validation

An LOI proves business value. It is a formal intent to acquire.

Negotiating Terms

1

Cash Upfront

Prefer cash today over future payments. Avoid long-term risks.

2

Asset Sale

Buyers prefer buying code. Sellers often prefer stock sales for tax reasons.

3

Working Capital

Clarify who keeps bank cash. Usually, the founder retains it.

Signing Blindly vs. Negotiating

FeatureSigning BlindlyNegotiating
ExclusivityLongShort
PaymentDelayedUpfront

Frequently Asked Questions

Can I back out?

Yes. It is non-binding. But walking away hurts your reputation.

When hire lawyer?

Hire a lawyer before signing. They catch traps in the fine print.

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