BUSINESS PURCHASE LETTER OF INTENT

______________________
______________________
______________________

Effective Date: ______________________

______________________
______________________
______________________

RE: Purchase of a Business Entity

This business purchase letter of intent (the “Letter of Intent”) represents basic terms agreed upon by
the Buyer and Seller. After this Letter of Intent has been made a formal agreement may be
constructed to the benefit of the Parties involved.

I. The Buyer: ______________________ (the “Buyer”)

II. The Seller: ______________________ (the “Seller”).

III. The Business: ______________________ (the “Business”).

IV. Purchase Price: The Buyer will enter into an agreement with the Seller for
______________________ Dollars ($______________________) for ____% ownership interest in
the Business.

V. Real Estate: This Letter of Intent ☐ includes ☐ does not include real estate.

a. Description: The real estate is located at ______________________________________

______________________________________________________________________.
b. Legal Description (if any): _________________________________________________.
c. Purchase Price: ______________________ Dollars ($______________________)

VI. Payment: The Purchase Price shall be paid in the following manner:

☐ - One (1) Payment at Closing.

☐ - Owner Financing: In accordance with the following payment structure:

a. Down Payment: ______________________ Dollars ($______________________)

b. Interest Rate: ____%
c. Term: ____ Months
d. Payment Due: On the ____ of every month.

VII. Financing: The Buyer has made it known that this Letter of Intent is ☐ conditional ☐ not
conditional on their ability to obtain financing.

If this letter is conditional on financing, it shall be under the following terms: ____________________
_______________________________________________________________________________.

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VIII. Binding Effect: This Letter of intent that shall be considered:

Initial and Check (√)

_____ - ☐ Binding – Therefore, the parties acknowledge that remedies at law will be inadequate for
any breach of this Agreement and consequently agree that this Agreement shall be enforceable by
specific performance. The remedy of specific performance shall be cumulative of all of the rights at
law or in equity of the parties under this Agreement.

_____ - ☐ Non-Binding – Therefore, the parties acknowledge that this Letter of Intent is not
enforceable by any Party. The terms outlined herein are solely for the purposes of reaching a later
agreement in the future, of which, Buyer and Seller are not bound.

IX. Bank Accounts: In order to keep necessary bank accounts in operation, the Seller agrees to
leave ______________________ Dollars ($______________________) collectively across their
financial accounts.

X. Formal Agreement: Choose One (1)

☐ - Pending the satisfaction of all materials by the Seller within ____ days a formal agreement (the
“Formal Agreement”) shall be created between the parties.

☐ - There shall be no formal agreement (the “Formal Agreement”) created.

XI. Seller’s Conduct: The Seller agrees that during the purchase process to hold a fiduciary duty in
the best interests of the Business. The Seller shall in no way conduct any action that would disrupt
the on-going status of the Business’s day-to-day operations. This obligation shall continue until the
closing date.

XII. Closing: The closing (the “Closing”) is the act of closing the transaction where the Seller
exchanges the Business for the Purchase Price. The Closing shall be agreed upon between the
Buyer and Seller following a formal agreement, later to be signed, or after the terms are met in this
Letter of Intent.

XIII. Closing Costs: All costs associated with the Closing shall be the responsibility of ☐ Buyer ☐
Seller ☐ Both parties bearing their own expenses.

XIV. Termination: This Letter of Intent will terminate if there has not been a formal agreement
signed or a closing within ____ days from the Effective Date.

XV. Access to Information: After the execution of this Letter of Intent the Buyer, and its advisors,
shall have full access to any and all information about the Business. The Buyer shall maintain a
fiduciary duty to keep the information that it obtains confidential and agrees to not share with any
third (3rd) party unless the Seller gives their written consent.

XVI. Return of Materials: Any information that is obtained by the Buyer through the Seller shall be
returned if a Formal Agreement or Closing cannot be completed.

XVII. Conditions: It shall be the obligation of the Buyer to review all materials provided and, subject
to the satisfaction of the Buyer, enter into a formal agreement within the specified time-period as
outlined in Section XI.

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The conditions of this Letter of Intent include:

a. The review and approval of all materials in the possession and control of the Seller;
b. The Buyer and its advisors having had a reasonable opportunity to perform any searches
and due diligence to their satisfaction;
c. The Buyer being able to communicate with necessary clients, employees, customers,
vendors, tenants, or other third (3rd) party necessary; and
d. _____________________________________________________________________.

XVIII. Confidentiality: All negotiations regarding the Business between the Buyer and Seller shall
be confidential and not to be disclosed with anyone other than respective advisors and internal staff
of the parties and necessary third (3rd) parties. No press or other public releases will be issued to the
general public concerning the Business without the mutual consent or as required by law, and then
only upon prior written notice to the other party unless otherwise not allowed.

XIX. Good Faith Negotiations: The Buyer and the Seller agree to act honestly and diligently to
enter into "good faith" negotiations to execute a formal agreement and/or enter into a Closing.

XX. Exclusive Opportunity: Following the execution of this Letter of Intent, the parties agree to not
negotiate or enter into discussions with any other party unless there are any existing agreements in
place (e.g. option to purchase, first right of refusal, etc.).

XXI. Standstill Agreement: Following the execution of this Letter of Intent, and until the Closing, the
Seller, agrees not to sell any portion of the Business.

XXII. Currency: All mentions of money or the usage of the "$" icon shall be known as referring to the
US Dollar.

XXIII. Governing Law: This Letter of Intent shall be governed under the laws by the State of
___________________.

XXIV. Severability: In case any provision or wording in this Letter of Intent shall be held invalid,
illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.

XXV. Counterparts and Electronic Means: This Letter of Intent may be executed in several
counterparts, each of which will be deemed to be an original and all of which will together constitute
one and the same instrument. Delivery to us of an executed copy of this Letter of Intent by electronic
facsimile transmission or other means of electronic communication capable of producing a printed
copy will be deemed to be execution and delivery to us of this Letter of Intent as of the date of
successful transmission to us.

SELLER

Seller’s Signature ______________________ Date ______________________

Print Name ______________________

BUYER

Buyer’s Signature ______________________ Date ______________________

Print Name ______________________

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