Free LOI Template: Andrew Wilkinson & Tiny’s Plain-English Letter of Intent (Download + Walkthrough)

Free LOI Template: Andrew Wilkinson & Tiny’s Plain-English Letter of Intent (Download + Walkthrough) is for founders who want a quick, clean deal without legalese.
You asked to include the template inside the post.
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You’ll get the full copy-paste LOI below, plus a fast walkthrough so you don’t lose leverage.
I’ll keep it plain English, founder-friendly, and ready to send today.

What this guide covers and how to use it

Start with the template.
Fill the brackets.
Keep economics non-binding and the guardrails binding.
Send as email text or a PDF if the counterparty insists.
For faster replies, see: I Don’t Respond to Long Emails.

The goal of a Tiny-style LOI

I optimize for speed, certainty, and sanity.
Your LOI should set expectations, not traps.
It should be non-binding on price and structure.
It should be binding on exclusivity, confidentiality, expenses, law, and announcements.
For focus, read: Delete 95% of Your Email.

The Plain-English LOI Template (Copy-Paste Text)

Plain-English Letter of Intent (LOI)

For the Acquisition of [Target Company, Inc.]

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Date: [Month Day, Year]

Buyer: [Tiny Capital Ltd. or Affiliate] (“Buyer”)

Seller: [Target Company, Inc.] and the shareholders listed in Schedule A (“Seller”)

Contact Emails: Buyer: [email], Seller: [email]

Transaction Type: [Stock Purchase / Asset Purchase]

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1) Purpose and Non-Binding Nature

This Letter of Intent (“LOI”) outlines principal terms for a potential acquisition of the Company by Buyer.

Except for Sections 11 (Exclusivity), 12 (Confidentiality), 16 (Expenses), 17 (Governing Law), and 19 (Public Announcements), which are binding, this LOI is non-binding and expresses mutual intent only.

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2) Purchase Price and Consideration

Headline Price: USD $[Amount] on a cash-free, debt-free basis.

Consideration Mix: [__% cash at close] + [__% rollover equity] + [seller note $[__]] + [earnout up to $[__] per Section 6].

Working Capital: Price assumes delivery of normalized Net Working Capital equal to the Peg of $[__], as defined in the definitive agreements.

Adjustments: To the extent delivered NWC differs from the Peg, the price adjusts dollar-for-dollar at closing.

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3) Structure and Taxes

Structure will be a [stock / asset] purchase.

Parties will cooperate on a mutually tax-efficient structure and purchase price allocation.

Buyer will not assume pre-closing liabilities other than those expressly assumed.

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4) Key Employee Matters

Buyer intends to retain key employees on market-based terms.

Buyer may offer stay bonuses and new offer letters effective at closing.

Existing accrued compensation and benefits through closing remain Seller obligations unless otherwise agreed.

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5) Founders’ Transition

[Founder Name] will support a [__-day] handover post-close, up to [__ hours/week], on a consulting basis at $[rate]/hour or a fixed amount of $[__].

Deliverables and availability will be detailed in a Transition Services Agreement.

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6) Earnout (If Any)

If included, earnout will be ≤ 20–25% of headline, ≤ 18 months, with one metric only.

Metric: [Gross Profit / EBITDA] of the acquired business measured per agreed definitions.

Governance: Pricing authority, required opex, integration decisions, allocations, and reporting cadence will be defined to preserve the earnout intent.

Earnout will not be reduced by unrelated indemnity claims.

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7) Rollover Equity (If Any)

Seller may roll up to [__%] of equity into Buyer’s acquisition vehicle at the same valuation and terms as Buyer.

Rollover will be subject to a standard shareholder agreement with customary minority protections and information rights.

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8) Escrow / Holdback

[__%] of the cash consideration will be placed into a 12-month escrow to secure Seller indemnities.

Escrow terms will include a [basket/deductible] of $[__] and a cap of [__%] of price, excluding fraud.

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9) Diligence Scope

Buyer will complete focused diligence on financials, legal, tax, IP, commercial, tech, and HR.

Seller will provide data room access within two business days of signing this LOI.

See Attachment A for the initial checklist.

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10) Conditions to Closing

- Buyer completion of diligence satisfactory in its discretion.

- Negotiation and execution of mutually acceptable definitive agreements.

- Receipt of required third-party consents and approvals.

- No material adverse change prior to closing.

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11) Exclusivity (Binding)

Upon signing this LOI, Seller agrees not to solicit, initiate, or encourage any inquiry or proposal, or engage in discussions regarding any sale, merger, or similar transaction for [45–60] days.

Seller will promptly notify Buyer of any unsolicited approaches.

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12) Confidentiality (Binding)

Both parties will keep the existence and terms of this LOI and related discussions confidential, except for disclosures to advisors and as required by law.

Existing NDA, if any, remains in effect and prevails in case of conflict.

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13) Conduct of Business

From LOI until closing, Seller will operate in the ordinary course and refrain from extraordinary actions without Buyer consent, including unusual dividends, new debt, or asset sales outside the ordinary course.

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14) Representations, Warranties, and Indemnities

Definitive agreements will include customary representations and warranties for transactions of this nature.

Indemnity survival will be [12–18] months for general reps, longer for fundamental reps and taxes.

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15) Approvals and Consents

Seller will disclose all contracts requiring consent and assist with obtaining them.

Buyer will assist where reasonable.

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16) Expenses (Binding)

Each party bears its own transaction costs and advisor fees.

If closing occurs, Buyer will pay standard filing fees it initiates.

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17) Governing Law and Dispute Resolution (Binding)

This LOI is governed by the laws of the State of [Delaware / New York / Other].

The parties consent to exclusive jurisdiction and venue in the state and federal courts located in [County, State].

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18) Target Timeline

LOI signing to closing targeted within ~30 days, assuming prompt diligence responses and standard financing processes.

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19) Public Announcements (Binding)

No public announcement regarding this LOI or the transaction will be made without the other party’s prior written consent, except as required by law.

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20) Expiration

This LOI will expire if not signed by [Date], unless extended by mutual written consent.

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If the foregoing is acceptable, please sign below.

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Buyer: _________________________   Name/Title: __________________   Date: ____________

Seller: _________________________   Name/Title: __________________   Date: ____________

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Attachment A — Initial Diligence Checklist (Short-Form)

Financial

- TTM P&L and last 3 fiscal years; tie-out to bank statements

- AR/AP aging, deferred revenue, accruals, and revenue recognition policy

- Cap table and debt schedule

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Commercial

- Top-20 customers by revenue (36-month monthly detail), churn and cohort analyses

- Sales pipeline and major vendor agreements

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Legal & IP

- Customer and vendor contracts, leases, and any litigation or claims

- IP assignments for employees and contractors, trademark/patent status

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HR

- Org chart, roles, compensation summary, and incentives

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Tech

- Architecture overview, key dependencies, security policies, and backup procedures

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How to fill the blanks without losing leverage

Keep the headline price simple.
State the consideration mix in one line.
Lock a 12-month average working capital peg and define inclusions and exclusions.
Use one earnout metric if you must.
Ask for minority protections on rollover.
These small words prevent big problems.

Common mistakes I red-pen before signing

No peg or a vague peg.
Earnout with three metrics and no governance.
Unlimited indemnity with no cap or basket.
No clarity on key employee retention.
No transition scope for founders.
Fix these in five minutes.

FAQs

Do I need a lawyer before sending this LOI.
Yes for a quick pass.
This draft is plain English so you can lead.

Can I send this as an email.
Yes.
Paste it in the body to reduce friction.

Stock or asset purchase.
Pick what fits tax and liability.
Asset is cleaner for Buyer.
Stock can be faster.

What’s a fair escrow.
5–15% for 12 months with a small basket and a cap.

How long should exclusivity be.
45–60 days.
Shorter if your data room is ready.

How big should an earnout be.
≤ 20–25% of price and ≤ 18 months.
One metric only.

When to propose rollover equity.
When you believe in the steward and the moat.
Ask for information rights and minority protections.

Fastest realistic close.
~30 days with a tight data room and standard terms.

Where do founders quietly lose money.
Working capital pegs, sloppy earnout definitions, and uncapped indemnities.

Can I adapt this for a minority investment.
Yes.
Swap acquisition terms for valuation, governance, pro rata, and info rights.

Conclusion

Free LOI Template: Andrew Wilkinson & Tiny’s Plain-English Letter of Intent (Download + Walkthrough) now includes the full template in this post.
Copy it.
Fill the blanks.
Keep the peg tight, the earnout simple, and the terms clean.
Move fast and communicate in plain English.
Get Your Copy of Never Enough at https://www.neverenough.com/

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