LOI Agreement Services
We draft, review, and negotiate Letters of Intent for buyers acquiring online businesses and SMBs. Every term is positioned to give you leverage before the definitive agreement begins.
Firms We’ve Helped
The LOI Sets the Ceiling. We Make Sure It’s Yours.
The LOI locks in the deal framework before you spend time and money on diligence. Purchase price, exclusivity, timelines, and key conditions are all established here.
Our team has reviewed 1,176+ deals and closed 220+ transactions. We know which LOI terms sellers accept, where they push back, and how to structure terms that carry through to the definitive agreement.
What’s Covered?
We structure every LOI section to protect buyer leverage, set clear expectations with the seller, and establish terms that hold up through diligence and closing.
Purchase Price & Payment Terms
Define the offer price, how it gets paid, and what adjustments apply between signing the LOI and closing.
We handle:
Total purchase price and structure
Earnout terms and performance triggers
Seller financing and holdback amounts
Deposit and escrow requirements
Payment timeline and milestones
Working Capital Peg
Set the baseline working capital target so the business transfers with adequate operational cash and inventory.
We handle:
Working capital target calculation method
Measurement date and true-up process
Included and excluded current assets
Current liability treatment at closing
Post-close adjustment dispute mechanism
Exclusivity & No-Shop Clauses
Secure a defined exclusivity window so the seller stops marketing the business while you complete diligence.
Exclusivity period length and start
No-shop and no-solicit scope
Permitted activity during exclusivity
Break fee or penalty provisions
Extension terms if diligence continues
Diligence Access & Timeline
Establish what information the seller must provide, when you receive it, and how long you have to complete review.
We handle:
Diligence period start and duration
Financial records and data access
Platform and analytics account access
Customer and vendor interview rights
Extension triggers and approval process
Key Conditions to Closing
Outline the specific conditions that must be satisfied before the deal moves from signed LOI to executed purchase agreement.
We handle:
Satisfactory completion of diligence
Third-party consents and approvals
No material adverse change clause
Financing contingency if applicable
Regulatory or platform compliance clearance
Binding vs. Non-Binding Terms
Clarify which sections of the LOI create enforceable obligations and which sections remain subject to the definitive agreement.
We handle:
Binding exclusivity and confidentiality
Non-binding purchase price terms
Non-binding closing condition terms
Governing law and dispute resolution
Termination rights and notice requirements
Employment & Non-Compete Terms
Define the seller’s post-close role, transition obligations, and restrictions on competing with the acquired business.
We handle:
Non-compete duration and geographic scope
Non-solicitation of customers and employees
Seller transition and training period
Consulting agreement terms if applicable
Compensation during transition period
Transaction Structure & Tax
Define whether the deal is structured as an asset or stock purchase and how tax obligations are allocated between parties.
We handle:
Asset vs. stock purchase selection
Tax allocation across purchased assets
Sales tax and transfer obligations
Buyer and seller tax responsibilities
Section 338(h)(10) election consideration
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?
Any buyer preparing to submit an offer on an online business or SMB. A well-structured LOI sets the terms for diligence, exclusivity, and closing.
What deal details do I need to provide upfront?
Purchase price or range, proposed deal structure, earnout or seller financing terms, diligence period length, exclusivity requirements, and any contingencies. Share the CIM or listing if you have one.
How quickly can you draft or review an LOI?
Reviews are turned around within 1 to 2 business days. Drafting from scratch takes 2 to 3 business days. LOIs are shorter documents, but the terms carry through the entire deal.
Can I go back and forth with questions during the drafting process?
Yes. We send our draft or markup with notes, you come back with questions or changes. Most LOIs go through 1 to 2 rounds of revision before submission.
What if the seller pushes back on terms after the LOI is submitted?
That’s normal. We help you evaluate counter terms, identify where you have leverage, and decide which concessions make sense versus which ones create risk downstream.
Do you draft LOIs from scratch or only review what’s already been prepared?
Both. If you have a draft from your attorney or a broker template, we review and mark it up. Starting from zero, we draft based on your deal terms.
Get In Touch
Don’t sign an LOI agreement that leaves your deal terms exposed. Tell us about your acquisition and we’ll review the document or draft it from scratch.
Other Services
We support buyers beyond due diligence. Here’s what else we offer:
