BUSINESS ACQUISITION LOI: ILLUSTRATIVE DISCUSSION OUTLINE
For preparation with counsel. Not a completed agreement or recommendation to sign.

Date: [date]
Proposed buyer: [legal name; formation status; any proposed acquisition affiliate]
Proposed seller: [legal owner of the assets or equity; authorized signatory]
Target business: [name and description]

1. PROPOSED TRANSACTION
[Identify an asset purchase or equity purchase; specify included assets or interests and exclusions.]
2. PRICE AND PAYMENT
[State proposed price, cash at closing, seller debt, contingent consideration and any rollover. Identify assumptions and unresolved adjustments.]
3. WORKING CAPITAL AND OTHER ADJUSTMENTS
[Identify the proposed mechanism, what remains to be agreed and who will supply financial information. Do not count the same debt or asset twice.]
4. DILIGENCE
[Specify access, categories of records, permitted advisers, expected milestones and unresolved scope.]
5. FINANCING AND APPROVALS
[Identify proposed funding, lender review, investor approvals, regulatory approvals and third-party consents.]
6. PROPOSED CLOSING CONDITIONS
[Describe conditions to negotiate in definitive documents; do not assume this outline supplies termination rights.]
7. EXCLUSIVITY
[Counsel to draft scope, parties bound, start/end, milestones, extensions and remedies.]
8. CONFIDENTIALITY
[Identify the existing NDA and reconcile its parties, permitted disclosures, term and surviving obligations.]
9. EXPENSES AND TERMINATION
[Counsel to address costs, any reimbursement, termination rights and surviving obligations.]
10. BINDING STATUS AND GOVERNING LAW
[Counsel to identify exactly which provisions are intended to bind, which are not, and the effect of execution under applicable law.]
11. EXPIRATION AND EXECUTION
[Identify the response deadline, correct signatories and documents requiring approval before signature.]

Unresolved decisions: [issue / responsible person / information required / next step]