Proposal to Buy a Business

BUYER'S LETTERHEAD

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

DATE

{{date}}

SELLER'S CONTACT INFORMATION

{{seller_name}}

{{seller_company_name}}

{{seller_address}}

SUBJECT

PROPOSAL TO PURCHASE {{target_business_name}}

I. INTRODUCTION AND INTENT

This document serves as a non-binding proposal from {{company_name}} (the 'Buyer') to acquire 100% of the issued share capital / assets of {{target_business_name}} (the 'Target Business'), located at {{target_business_address}}, from {{seller_name}} (the 'Seller'). This proposal outlines the principal terms and conditions upon which the Buyer would be prepared to proceed with the acquisition. This is not a legally binding offer and is subject to due diligence, final agreements, and board approvals.

II. PROPOSED CONSIDERATION

The Buyer proposes to acquire the Target Business for a total purchase price of {{proposed_purchase_price}} ({{currency}}). This consideration shall be payable as follows:

a) {{upfront_payment_percentage}}% ({{upfront_payment_amount}}) payable on the closing date.

b) The remaining {{deferred_payment_percentage}}% ({{deferred_payment_amount}}) payable over a period of {{deferred_payment_period}} months, in {{number_of_installments}} equal monthly installments, commencing {{first_installment_date}}.

The purchase price is subject to adjustments based on final due diligence and a working capital true-up mechanism to be defined in the definitive agreement.

III. KEY TERMS AND CONDITIONS

1. **Due Diligence:** The Buyer shall be granted an exclusive period of {{due_diligence_period}} days from the date of acceptance of this proposal to conduct comprehensive financial, legal, operational, and commercial due diligence.

2. **Definitive Agreement:** Upon satisfactory completion of due diligence, the parties shall negotiate and execute a definitive Share Purchase Agreement / Asset Purchase Agreement, which will supersede this proposal and contain all customary representations, warranties, covenants, and indemnities.

3. **Exclusivity:** In consideration of the Buyer expending significant resources on due diligence and negotiation, the Seller agrees to negotiate exclusively with the Buyer for a period of {{exclusivity_period}} days from the date of acceptance of this proposal.

4. **Transition and Leadership:** The Buyer proposes {{transition_plan_details}}.

5. **Conditions Precedent:** The transaction will be subject to conditions precedent customary for a transaction of this nature, including but not limited to, obtaining necessary regulatory approvals (if any), third-party consents, and no material adverse change occurring in the Target Business.

IV. CLOSING DATE

Subject to the satisfactory completion of due diligence and negotiation of definitive agreements, the parties aim to close the transaction on or before {{proposed_closing_date}}.

V. CONFIDENTIALITY

All information exchanged between the parties in relation to this proposal and the potential transaction shall be treated as strictly confidential and used solely for the purpose of evaluating the proposed acquisition, in accordance with the terms of the Confidentiality Agreement dated {{confidentiality_agreement_date}}.

VI. GOVERNING LAW

This proposal shall be governed by and construed in accordance with the laws of {{governing_jurisdiction}}.

VII. ACCEPTANCE

If the foregoing proposal is acceptable to you, kindly indicate your acceptance by signing and returning a copy of this proposal to the Buyer by {{response_deadline_date}}. This proposal will expire if not accepted by this date.

SIGNATURE BLOCK

Sincerely,

_____________________________

{{buyer_signature}}

{{buyer_name}}

{{buyer_title}}

{{company_name}}

Agreed and Accepted by Seller:

_____________________________

{{seller_signature}}

{{seller_name}}

{{seller_title}}

{{seller_company_name}}

Date: {{acceptance_date}}