I think you want to ask this to a lawyer/accountant.
Have you received the LOI yet? http://en.wikipedia.org/wiki/Letter_of_intent Good luck.
The usual suspects (highly regarded startup attorneys, startup CPAs) have been helpful in analyzing the situation but I haven't found any who has experience with the problem at hand, and I'd rather not be a pioneer here.
Yes, we've signed an LOI; the transaction is imminent.