SAMPLE LETTER OF INTENT
STRICTLY PRIVATE & CONFIDENTIAL
•, 20•
• Inc.
•
Attention: •
Dear •:
Re: Proposed Acquisition of • Inc. (the “Corporation”)
• Inc. (the “Purchaser”) would like to detail in this letter of intent (the “LOI”) our mutual understanding regarding
the terms and conditions of the proposed purchase by the Purchaser of all of the issued and outstanding securities of
the Corporation (collectively, the “Purchased Shares”), which we understand are held by • and • (collectively, the
"Vendors").
The foregoing transactions are referred to below as the “Proposed Transaction”.
Purchase and Sale Transaction
on the Closing Date (as defined below), the Purchaser will purchase all of the Purchased Shares from the
Vendors
Purchase Price for Purchased Shares
the purchase price for the Purchased Shares shall be equal to $•
Allocation of Purchase Price
● THE PURCHASE PRICE SHALL BE ALLOCATED AMONG THE PURCHASED SHARES IN
THE DISCRETION OF THE VENDORS, ACTING REASONABLY
Payment of Purchase Price/Security Arrangements
UPON EXECUTION OF THIS LOI, THE PURCHASER SHALL DELIVER TO THE VENDORS'
COUNSEL IN TRUST A DEPOSIT EQUAL TO THE SUM OF CDN.$• TO BE CREDITED
(TOGETHER WITH ANY INTEREST THEREON) AGAINST THE CLOSING CASH PORTION
PAYABLE BY THE PURCHASER TO THE VENDORS ON COMPLETION OF THE
TRANSACTIONS CONTEMPLATED HEREIN ON THE CLOSING DATE (THE "DEPOSIT");
THE DEPOSIT (TOGETHER WITH ANY INTEREST THEREON) SHALL NOT BE
REFUNDABLE TO THE PURCHASER EXCEPT IF THE PARTIES SHALL FAIL TO
COMPLETE THE TRANSACTIONS CONTEMPLATED HEREIN ON OR BEFORE •, 200• UPON
ALL OF THE VENDORS' CONDITIONS, IF ANY, HAVING BEEN SATISFIED OR WAIVED
OR, IF UNSATISFIED, SUCH CONDITIONS WERE NEVERTHELESS REASONABLY
CAPABLE OF BEING SATISFIED BY THE VENDORS