--00000000000044ecdb063dee0745 Content-Type: text/plain; charset="UTF-8" Content-Transfer-Encoding: quoted-printable FYI Tim and I g-chatted about this and he's going to connect with the potential buyer about adding a standard closing condition of a certain number of employees agreeing to stay on/accept an employment offer from his company. Tim, keep us updated on how negotiations progress/if you need additional support. On Wed, Sep 3, 2025 at 10:51=E2=80=AFAM Timothy Thomas wrot= e: > Dane has asked if he can speak with our current operation team to ensure > that they would stay on post acquisition as he would be an absent owner. > Thoughts on how to navigate this? > > On Wed, Sep 3, 2025 at 1:29=E2=80=AFPM Timothy Thomas wro= te: > >> Understood, thanks >> >> On Wed, Sep 3, 2025 at 1:26=E2=80=AFPM Nina Kani wrot= e: >> >>> We would certainly agree to that for any period of time that he is >>> operating under an MSA; however, after his full ownership we have never >>> allowed a third party to license the brand outside of franchisees. That >>> would be something to discuss with Chris, and certainly we would have t= o >>> factor the value of the license as part of the sale, or an ongoing paym= ent. >>> >>> Nina >>> >>> On Wed, Sep 3, 2025 at 10:20=E2=80=AFAM Timothy Thomas = wrote: >>> >>>> Thanks Nina. >>>> >>>> I spoke with Dane (the previous franchise owner) earlier today and he >>>> is interested, so I will run down these options with him. >>>> >>>> He also asked if there was an option of licensing the Home Care >>>> Assistance brand. Thoughts? >>>> >>>> On Wed, Sep 3, 2025 at 1:13=E2=80=AFPM Nina Kani wr= ote: >>>> >>>>> Tim - >>>>> >>>>> Here is the LOI term sheet template. >>>>> >>>>> --Ideally, we do a clean asset deal at a purchase price that we can >>>>> agree to. We have also done earn outs where >>>>> --Alternatives to a closing only payment arrangement would be (1) >>>>> revenue share for a period of time following closing, (2) earn outs b= ased >>>>> on the buyer's net revenue, (3) payment at close and a second payment= at >>>>> license transfer. >>>>> --If needed, we could do an MSA and allow him to operate the >>>>> business under our license until the incense is transferred, provided= he >>>>> takes on all indemnity for the duration of his operational control. >>>>> >>>>> Nina >>>>> >>>>> On Tue, Sep 2, 2025 at 1:43=E2=80=AFPM Nina Kani w= rote: >>>>> >>>>>> Thanks Tim, that sounds close to how I recall valuations out of our >>>>>> BD group as well. I have a template Letter of Intent that I can shar= e with >>>>>> you that covers the key topics you'd want to get agreement on, inclu= ding of >>>>>> course the price as well as timing and personnel, etc. I think a cal= l makes >>>>>> sense to get alignment. >>>>>> >>>>>> On Tue, Sep 2, 2025 at 1:25=E2=80=AFPM Timothy Thomas wrote: >>>>>> >>>>>>> To clarify, we were valued at 6-7x EBITDA during the acquisitions. >>>>>>> Happy to meet at your earliest convenience. Thanks >>>>>>> >>>>>>