Letter of Intent (Acquisition)

LETTER OF INTENT (Non-Binding)

[DATE]

[FOUNDER NAME]
[COMPANY NAME]
[COMPANY ADDRESS]

Re: Non-Binding Letter of Intent Regarding Potential Acquisition of [COMPANY NAME]

Dear [FOUNDER NAME],

This letter sets forth the non-binding terms under which Pre. Operations Inc. ("Pre.") would be interested in acquiring [COMPANY NAME] (the "Company"). This letter is intended to form the basis for further discussion and does not constitute a binding agreement between the parties.

1. PROPOSED TRANSACTION

Pre. proposes to acquire 100% of the outstanding equity interests of the Company (the "Transaction") on the terms described herein.

2. PROPOSED PURCHASE PRICE

Pre. proposes a total purchase price of $[AMOUNT] (the "Purchase Price"), subject to due diligence and the execution of a definitive agreement.

The Purchase Price reflects Pre.'s assessment of Company's enterprise value following the Engagement Period, including the improvements made during the Engagement.

The Purchase Price may be structured as: (a) [PERCENTAGE]% cash at closing; (b) [PERCENTAGE]% in the form of an earnout tied to Company's performance over [PERIOD] following closing; and/or (c) [PERCENTAGE]% in equity of Pre. Operations Inc., subject to the Parties' mutual agreement.

3. KEY TERMS

Transition: [FOUNDER NAME] to remain in an advisory or operational capacity for [PERIOD] following closing, under terms mutually agreed.

Employees: Pre. intends to retain all existing employees of Company following closing, subject to standard due diligence.

Brand and product: Pre. intends to operate Company's product under its existing brand, with investment in product development and GTM.

4. DUE DILIGENCE

Pre.'s obligation to proceed is subject to completion of satisfactory due diligence, including review of Company's financial statements, customer contracts, intellectual property, and legal matters.

Pre. acknowledges that it has already gained significant knowledge of Company's business through the Engagement and anticipates a streamlined due diligence process.

Due diligence shall be completed within [NUMBER] business days of acceptance of this Letter.

5. EXCLUSIVITY

THIS LETTER DOES NOT CREATE ANY EXCLUSIVITY.

Company is free to continue conversations with other potential acquirers, investors, or strategic partners during and after receipt of this Letter. Pre. does not seek and is not granted any right of first refusal, matching right, or exclusivity of any kind.

6. NON-BINDING NATURE

This Letter of Intent is non-binding and does not constitute a legally enforceable obligation of either party to consummate the Transaction. Neither party shall have any liability to the other if the Transaction is not consummated for any reason.

The only binding provisions of this Letter are Sections 7 (Confidentiality) and 8 (Governing Law).

Company is under no obligation to respond to, accept, negotiate, or otherwise act on this Letter.

7. CONFIDENTIALITY

The existence and terms of this Letter shall be kept confidential by both parties, subject to the terms of the existing NDA between the parties.

8. GOVERNING LAW

This Letter shall be governed by the laws of the State of Delaware.

9. EXPIRATION

This Letter shall expire [NUMBER] days from the date hereof unless earlier accepted or withdrawn.

We are genuinely excited about the possibility of becoming the permanent home for [COMPANY NAME]. We believe the work done during our Engagement has created a strong foundation, and we would be proud to continue building on what you have created.

That said, we understand if this is not the right path for you. Whatever you decide, we hope the Engagement has left you in a stronger position than when we started.

Sincerely,

Daniel Ahmadizadeh
Founder & CEO, Pre. Operations Inc.

ACKNOWLEDGMENT (optional)

The undersigned acknowledges receipt of this Letter of Intent and agrees to the confidentiality provisions in Section 7.

Acknowledged by: _________________________
Name: [FOUNDER NAME]
Title: [TITLE], [COMPANY NAME]
Date: _______________________

Note: Acknowledgment of receipt does not constitute acceptance of or agreement to the terms of the proposed Transaction.

This document is provided for informational purposes. Pre. recommends all parties obtain independent legal counsel before signing. This template reflects Pre.'s standard terms — specific engagements may require amendments.