--0000000000008e115a063de8b9c9 Content-Type: multipart/alternative; boundary="0000000000008e1159063de8b9c7" --0000000000008e1159063de8b9c7 Content-Type: text/plain; charset="UTF-8" Content-Transfer-Encoding: quoted-printable 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 based 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 wrote: > 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 share with y= ou > that covers the key topics you'd want to get agreement on, including of > course the price as well as timing and personnel, etc. I think a call mak= es > sense to get alignment. > > On Tue, Sep 2, 2025 at 1:25=E2=80=AFPM Timothy Thomas wro= te: > >> To clarify, we were valued at 6-7x EBITDA during the acquisitions. Happy >> to meet at your earliest convenience. Thanks >> >> On Tue, Sep 2, 2025 at 3:59=E2=80=AFPM Melissa Reyes >> wrote: >> >>> Gerri, Steve and Nina, >>> >>> Tim is speaking to the previous Franchise Owner in Kansas City tomorrow >>> at 10:30am and who is potentially interested in an asset sale that incl= udes >>> the license and the team members. NDA has been signed and Tim would lik= e to >>> be able to discuss the asking price. Tim shared from experience it is >>> typically 6-7% of net revenue. Can you advise how we should proceed? >>> >>> Please let me know if you would like to jump on a call to discuss in >>> more detail. Ultimately want to arm Tim with something for tomorrow mor= ning. >>> >>> Thank you >>> >>> >>> -- >>> * Melissa Reyes * >>> President of Client Services >>> (916)743-0530 >>> melissa.reyes@thekey.com >>> TheKey.com >>> >>> [image: TheKey] >>> >> > > -- > Nina Kani > General Counsel and Chief Compliance Officer > * Please note my email has changed: * > nkani@thekey.com > 650-416-1496 > TheKey.com > [image: TheKey] > --=20 Nina Kani General Counsel and Chief Compliance Officer * Please note my email has changed: * nkani@thekey.com 650-416-1496 TheKey.com [image: TheKey] --0000000000008e1159063de8b9c7 Content-Type: text/html; charset="UTF-8" Content-Transfer-Encoding: quoted-printable Tim -=C2=A0 Here is the LOI term sheet template. = --Ideally, we do a clean asset deal at a purchase=C2=A0price that we c= an agree to. We have also done earn outs where=C2=A0 --Alternativ= es to a closing only payment arrangement would be (1) revenue share for a p= eriod of time following closing, (2) earn outs based on t