Hi ^redacted‌, yes, there are a lot of great points above. I highly recommend negotiating it now rather than after you sign the LOI as it is a big value component. You could do a stock purchase, or share how including working capital benefits them. Depending on whether you have SBA financing, there may be an earnout or other note, and working capital will help support the ongoing strength and success of the business. Ultimately, it's a numbers game. So, it may require negotiating the purchase price or doing a working capital adjustment - so there is a certain amount of working capital expected in the business and depending on the working capital at closing, the purchase price may be adjusted up or down for daily fluctuations in the working capital amount based on the definition agreed upon by the parties. I've counseled many clients in this and would be happy to discuss this further.

Walking is really emotionally hard. Buying a bad business or even a decent one on bad terms is much more painful.

I was close to a final purchase agreement on a deal that died. It was really frustrating. I took the afternoon off to play golf and then used the frustration as motivation and ended up quickly finding the deal I ended up closing on. I learned a lot from the broken deal and ended up with more fair terms in the one I closed on (i.e. it included WC and seller financing, where the one that died did not).