Create Your Investment Letter of Intent
Generate a professionally formatted LOI that outlines your proposed investment terms - investment amount, equity or debt structure, valuation, due diligence conditions, and investor protections. Includes clearly labeled binding provisions for confidentiality and exclusivity. Ready to send in minutes.
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What's Included in This LOI
This form generates a comprehensive investment letter of intent covering investor and company details, investment structure, key conditions, investor protections, and clearly labeled binding provisions - all in a professional letter format ready to send to the target company.
Investment Structure
Define the investment amount, type, equity percentage, valuation, and conversion terms. Each investment type shows only the relevant fields - no unnecessary complexity.
Due Diligence & Conditions
Set the due diligence period and specify closing conditions that must be met before the investment can close. These non-binding terms establish the framework for the investigation period.
Investor Protections
Toggle anti-dilution protection, information rights, pro-rata rights, liquidation preference, and board seat representation. Each protection adds a dedicated clause to the LOI tailored to your negotiating position.
Binding Provisions
Confidentiality and exclusivity or no-shop clauses are clearly labeled as binding - protecting sensitive information and preventing the company from shopping the deal during due diligence. Everything else is explicitly non-binding.
Non-Binding Does Not Mean Non-Important
While most of this LOI is non-binding, the terms you include set the expectation and framework for definitive agreements. Take the terms seriously even though they are not yet binding.
Securities Law Considerations
Private investments may be subject to federal and state securities regulations, including Regulation D, accredited investor rules, and state blue sky laws. Consult a securities attorney before closing any investment.
Investment Types Explained
Every investment has a different structure. This LOI supports common types including equity, convertible note, SAFE, and other negotiated arrangements.
Equity Investment
Purchase ownership shares in the company at a set valuation. Includes equity percentage, valuation, and optional investor protections like anti-dilution, liquidation preference, and board seat.
Convertible Note
A loan that converts into equity at a future financing round, typically at a discount or with a valuation cap. Common for early-stage companies where setting a valuation is premature.
SAFE
Similar to a convertible note but simpler - not a loan, no interest, and no maturity date. The investment converts to equity upon a triggering event.
Revenue-Based, Loan & Other
Revenue-based financing ties repayment to future revenue. Loan is traditional debt with repayment terms. Other covers hybrid structures or creative arrangements.
Understanding Binding vs Non-Binding
The most important structural feature of an investment LOI is the clear separation between binding and non-binding provisions.
Non-Binding Terms
The investment amount, valuation, equity percentage, conditions, and investor protections are all non-binding. Either party can walk away from these terms without legal liability.
Confidentiality (Binding)
Both parties agree to keep all discussions, financial data, and LOI terms confidential. This protects sensitive due diligence information.
Exclusivity / No-Shop (Binding)
The company agrees not to solicit or negotiate with competing investors during the exclusivity period. This protects the investor's time and due diligence spend.
Governing Law (Binding)
Establishes which state's laws govern the LOI and any disputes so both parties know which jurisdiction applies from the outset.
Investment Letter of Intent
- Equity, convertible note & SAFE support
- Binding confidentiality & exclusivity clauses
- All 50 states supported
- Anti-dilution & liquidation preferences
- Clear non-binding language
- Instant PDF download
Did you know?
Did you know?
Investment letters of intent are standard practice in venture capital, private equity, and angel investing - but many investors skip them and go straight to term sheets or definitive agreements. This is risky. An LOI with a binding exclusivity clause protects you from the company using your proposed terms to extract better offers from competitors. A binding confidentiality clause protects the company's sensitive financial data that you review during due diligence. And the non-binding investment terms create a written record of what both parties discussed, reducing the risk of misunderstandings when definitive agreements are drafted.
Featured — Spotlight
State-specific governing law built in.
Investment transactions are governed by both federal and state securities law. Delaware is the most common choice for governing law because of its specialized corporate court and mature corporate law framework. California requires private placements to comply with its securities exemptions or rely on federal preemption. New York's Martin Act grants broad anti-fraud authority. The governing law provision in this LOI ensures both parties agree on jurisdiction before exchanging sensitive due diligence information.
What people are saying
Real investors, real results
Join investors and founders who start negotiations with clarity
"Making a seed investment in a friend's startup and wanted something more formal than a handshake. The LOI covered everything - SAFE terms, due diligence period, and the binding exclusivity clause gave me confidence they weren't shopping my offer to other investors."
David R.
San Francisco, CA
"I'm an angel investor and I use this for every early-stage deal. The binding confidentiality clause is critical because I'm reviewing sensitive financials, IP, and cap table data during diligence."
Priya K.
Austin, TX
"We run a small PE fund and needed a standard LOI template for our equity investments. The liquidation preference and anti-dilution options were exactly what we needed without having to draft from scratch."
Marcus & Elena T.
New York, NY
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Frequently Asked Questions
Everything you need to know about our investment letter of intent
An investment letter of intent is a document that outlines the proposed terms of an investment before definitive legal agreements are drafted. It covers the investment amount, structure, valuation, conditions, and investor protections. Most provisions are non-binding, but confidentiality, exclusivity, and governing law clauses are typically binding.
Partially. The confidentiality clause, exclusivity or no-shop clause, and governing law clause are explicitly binding. All other provisions serve as a framework for further negotiation and are non-binding.
This LOI supports equity, convertible note, SAFE, revenue-based financing, traditional loan, and other or hybrid structures. Each type shows only the relevant fields.
This LOI is designed for self-service use and produces a professionally formatted document suitable for most investment discussions. For complex transactions or securities law compliance issues, attorney review is recommended.
After the LOI is signed, the investor typically begins the due diligence period. If diligence is satisfactory and closing conditions are met, the parties negotiate and execute definitive legal agreements. The binding provisions remain enforceable throughout this process.
Instant PDF download · Updated for 2026
Instant PDF download · Updated for 2026