Asset Purchase Agreement Services
We draft, review, and negotiate asset purchase agreements for online and SMB acquisitions. Every clause is written to protect the buyer’s position.
Firms We’ve Helped
APAs Written Around Your Acquisition
We draft and review APAs clause by clause, built around the specifics of your deal, not a one-size-fits-all approach.
Our team has structured APAs across 1,176+ deals reviewed and 220+ transactions closed. We know what sellers push back on and which terms matter most at closing.
What’s Covered?
Every asset deal is different, but these are the components that determine whether you get what you paid for. We work through each one to protect your position from first draft through closing.
Purchased Assets & Excluded Assets
Spell out every asset included in the deal and explicitly exclude anything that doesn’t transfer to avoid post-close disputes.
We handle:
Domain names and digital properties
Revenue accounts and platform access
Intellectual property and content
Customer lists and subscriber data
Inventory and physical equipment
Purchase Price & Payment Structure
Structure the purchase price, payment timing, and allocation terms to reduce buyer risk and keep both sides aligned.
We handle:
Lump sum vs. installment terms
Earnout triggers and milestones
Escrow holdback amounts and release
Working capital adjustments
Allocation across asset classes
Assumed & Excluded Liabilities
Define which liabilities transfer with the business and which remain the seller’s responsibility before and after closing.
We handle:
Pre-close debts and obligations
Pending legal claims or disputes
Tax liabilities and filing responsibility
Unfulfilled customer commitments
Contractor and vendor obligations
Representations & Warranties
Lock sellers into verified statements about revenue accuracy, legal standing, and ownership, all backed by contractual obligation.
We handle:
Revenue and traffic accuracy
Ownership and authority to sell
Absence of undisclosed liabilities
Compliance with laws and contracts
No pending or threatened litigation
Closing Conditions & Deliverables
Set the exact requirements that must be met before funds are released and ownership officially transfers to the buyer.
We handle:
Completed asset transfer verification
Third-party consent approvals
Non-compete execution by seller
Accuracy of reps at closing
Delivery of all access credentials
Covenants & Non-Compete
Protect the value of your acquisition with enforceable restrictions on seller activity, competition, and post-close cooperation terms.
We handle:
Non-compete scope and duration
Non-solicitation of customers and staff
Seller cooperation during transition
Confidentiality obligations post-close
Training and support commitments
Bill of Sale & Transfer Documents
Ensure every asset has a clean, documented legal transfer from domains and IP to platform accounts and vendor contracts.
We handle:
Executed bill of sale
Domain and account transfer confirmations
IP assignment agreements
Contractor and vendor novation letters
Platform-specific transfer documentation
The Due Diligence Team
Mushfiq Sarker
Founder and M&A Analyst
Mushfiq has been active in business acquisitions since 2008, with over 220+ exits to date. He has performed due diligence on over 1,000+ businesses and brings a breadth of experience in technical and financial due diligence. Connect on LinkedIn. Read more about me.
David Holmes
Amazon FBA & eCommerce Analyst
David has acquired, grown, and successfully exited 2 Amazon-based businesses. He now consults for multiple 7-figure Amazon FBA brands. Connect on LinkedIn.
Christopher S. Lee
M&A CPA
Christopher is a seasoned CPA who spent years in senior tax roles. He now works directly with entrepreneurs doing buy-side due diligence, specifically focused on Quality of Earnings (QoE) reports. Connect on LinkedIn.
Testimonials
Working with Mushfiq was one of the most valuable decisions I made during my business acquisition process. From the very beginning, he brought clarity, structure, and strategic insight that made what could have been an overwhelming experience feel manageable and intentional.
He was instrumental in helping me evaluate opportunities, ask the right questions, and avoid common mistakes. What I appreciated most was his ability to balance big picture thinking with practical guidance.
Beyond his expertise, he was responsive, thoughtful, and genuinely invested in my success. I always felt supported but also empowered to make my own decisions with confidence.
I would highly recommend Mushfiq to anyone looking to acquire a business, especially if you want results!
Deanne Cherise
Acquired $1M website
I engaged WebAcquisition on 3 pieces of work for a business acquisition: marketing and technical diligence, financial diligence, and an opportunity identification and evaluation report (what they call “Easy Wins”). I was very pleased with all three, with the two diligence pieces giving me good comfort, and the Easy Wins report opening my aperture for what was possible after acquisition.
Gold Creek Pond
I hired Mushfiq and his team for their concierge Deal Sourcing service. Over a 8 month period, the team worked to source deals both on and off-market that met my investment criteria. We found a stable $2M eCommerce business that we closed on. They assisted in structuring the deal where we put down 60% and the rest was seller-financed. They also performed due diligence to ensure it was a stable business. Overall, the service is highly recommended!
Twenty Hours
Mushfiq and team did an outstanding job on their due diligence, identifying a critical element in the business that we were looking at that caused us to back away from the deal. Really appreciate the attention to detail and thoroughness of their evaluation of our potential acquisition target and I definitely plan to use them again.
I purchased a package of five “site reviews” by Mushfiq. I am super impressed with the feedback Mushfiq gives and the value delivered. Even though I have not moved forward purchasing any of the sites I’ve asked Mushfiq to review, I wouldn’t think of buying an online business without getting his take first. I’ve learned a ton from him on each review delivered.
Mushfiq and the team are experts and are always great to work with. Not only do they have a very quick turnaround on Due Diligence reports themselves (I’ve used them twice now for two successful purchases), Mushfiq is always available for follow-up questions. He is also extremely quick to respond. Would recommend.
Paragraph Capital
The WebAcquisition team helped us perform due diligence reviews on multiple Amazon FBA businesses. We received an actionable report with many insights. I highly recommend Mushfiq and his team!
Venturr.io
“Mushfiq & his team did a great job with the full due diligence report… Not only did he look at the financials but did a full analysis on domain history, website history, market analysis, traffic, SEO, backlink, projections, valuation & deal structure and more. This is what I needed to make an informed decision and to acquire the business… I would definitely hire him again to do my M&A due diligence.”
Jon Kong
WebAcquisitions was fast, responsive, and most competitively priced. Turning around my report in only 5 days, they are one of the few firms that do a thorough SEO assessment as well as validating revenues. Mushfiq’s experience allowed us to catch things that weren’t on our radar.
Jasmine Grainger
I hired the WebAcquistion team to perform due diligence on a few content, Shopify, and newsletter businesses. Their deep expertise in operating such businesses definitely shows in the reports. Recommended!
Indexsy
We hired Mushfiq’s team to perform due diligence on various content sites. Their reports were extremely thorough and pointed out insights that helped us make an acquisition decision.
Scott Oldford
The Wisdom Group
WebAcquisition team performed a due diligence review of a content website we wanted to acquire from Empire Flipper’s brokerage. They reviewed everything related to the website and provided insights that have helped us make a decision. Recommended!
My consultation with WebAcquisition was very valuable and insightful. I was seeking feedback on potentially merging two sites into one and the conversation helped determine the best path forward, but also covered some other things like better monetization techniques. Extremely knowledgeable and experienced
Bryan May
I was very happy with the [Amazon KDP] report as it opened my eyes and without question prevented me from making a big mistake.
The report covers everything and makes your decision a lot easier, the money is well spent.
I highly recommend WebAcquisition.
Henrik H.
The DD report was very informative, detailed, and expertly put together.
It was a valuable tool to help inform my decision on the [YouTube channel] business I was looking to acquire. It was money well spent considering the cost of the business I was looking to buy. I highly recommend their services.
Brian Alper
It’s always a good idea to have another set of eyes review a deal, regardless of size. I’ve worked with Mushfiq, David and their team a few times now on pre-deal due diligence services. It is clear that they are very knowledgeable about the ecommerce space, highlighting the pros and cons of each deal and providing a thorough review of potential acquisitions, including any potential red flags. I would not hesitate to hire them again.
Andrew Valen
Mushfiq has done a few due diligence reports for me and they were all excellent.
He is very thorough in his analysis and review of the business and industry. He found some red flags that I never would have found and likely saved me from some bad acquisitions. I also did a consulting call with him to help with my acquisition strategy. The call was great and he helped me refine my strategy and focus. I would definitely recommend Mushfiq.
Andy Edler
Common Questions
Who is this service ideal for?
Buyers acquiring online businesses or physical SMBs where the deal is structured as an asset purchase. Works for first-time acquirers and PE firms alike.
What information do I need to provide to get started?
Share the draft APA (if one exists), the LOI or term sheet, deal structure summary, and seller-provided financials. If you need one drafted, provide purchase price, asset list, and closing timeline.
How long does it take to draft or review an asset purchase agreement?
Most reviews take 3 to 5 business days. Drafting from scratch runs 5 to 7 business days depending on complexity. Let us know if you’re on a tight closing timeline.
Can I provide feedback or ask questions during the review process?
Yes. You can flag concerns, ask about specific clauses, or request clarification at any point. This is a back and forth until you’re confident in the document.
What if I need changes after the first draft is delivered?
Revisions are part of the process. Deals evolve and sellers push back on terms. We handle revisions based on your feedback without starting from scratch.
Do you work with first-time buyers or only experienced acquirers?
Both. First-time buyers get more context around standard APA provisions. Experienced acquirers get a faster, targeted review focused on deal-specific risks and non-standard clauses.
Get in touch
Don’t close on an asset purchase agreement without knowing what’s buried in the terms. Share your deal details and we’ll review the document or draft one that protects your position.
Other Services
We support buyers beyond due diligence. Here’s what else we offer:
