I've been on the other side as a buyer. Although I work with 'main street' companies, not high tech, I think there's a lot of generalizable lessons. One thing to keep in mind is that some buyers have substantially all of their eggs in your basket and others will constantly have multiple deals in the pipeline. When you enter into the LOI phase with someone, you want them to be very motivated to close in order to make the time / disclosure / trade secrets risk worth it, so I would encourage sellers to attempt to enter LOI only with motivated buyers that have a high likelihood of closing the deal. A few hallmarks of motivated buyers per my experience:<p>- The buyer will also be the CEO: the more the buyer looks like he/she will package your business up and pass it along, the lower the likelihood that they close (and the worse your earn out is likely to perform)<p>- Good buyer / company fit: similar to point one, do not let people tell you they can run this company. Grill them just like you would if you were hiring a CEO to replace yourself. Buyer / company fit is huge and when they say 'the owner is too important to the company' what they often mean is 'I don't think I can run this well'. Someone who knows and is building a portfolio in your space will often be a better buyer than someone looking for 'diversification'.<p>- Avoid tire kickers: Background in your space is good, but being a competitor to you is bad. If they could potentially gain valuable insider information as part of diligence, be wary of moving forward.<p>- Small team size: smaller firms have less in the pipeline and more motivation to close on the deal in front of them. Remember that they have the same KPI (IRR primarily) and runway problems that startups have. For them, no company = no ROI.<p>- Ensure they're well funded: The caveat to the above is that small teams or solo buyers may not have the funds lined up, so be very sure that they actually have the investors / NW to buy the business before moving forward.