EPISODE · May 26, 2026 · 19 MIN
What Is an LOI? Letters of Intent Explained
from Sell Yeah! · host David Katz
The Letter of Intent — or LOI — is one of the first major milestones in selling your business, and one of the most misunderstood. In this episode of Sell Yeah!, David and Shaun break down exactly what an LOI is, what it isn’t, and what you’re actually signing up for when you put pen to paper.Spoiler: it’s less scary than it sounds. The LOI is a non-binding framework for a deal — but it does lock in one very important thing: exclusivity. David and Shaun walk through all the key terms you’ll encounter, from purchase price and rollover equity to restrictive covenants, confidentiality, and governing law, and explain why a more detailed term sheet on the front end actually makes everything easier down the road.
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The Letter of Intent — or LOI — is one of the first major milestones in selling your business, and one of the most misunderstood. In this episode of Sell Yeah!, David and Shaun break down exactly what an LOI is, what it isn’t, and what you’re actually signing up for when you put pen to paper. Spoiler: it’s less scary than it sounds. The LOI is a non-binding framework for a deal — but it does lock in one very important thing: exclusivity. David and Shaun walk through all the key terms you’ll e...
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What Is an LOI? Letters of Intent Explained
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