Re: LOI Draft

From
Steve Koyanagi <skoyanagi@thekey.com>
To
Timothy Thomas <tt@thekey.com>, Melissa Reyes <melissa.reyes@thekey.com>
CC
Nina Kani <nkani@thekey.com>
Date
Wed, 17 Sep 2025 08:44:52 -0700
Folder
INBOX
--000000000000ba2f74063f011e5d Content-Type: multipart/alternative; boundary="000000000000ba2f73063f011e5b" --000000000000ba2f73063f011e5b Content-Type: text/plain; charset="UTF-8" Content-Transfer-Encoding: quoted-printable Tim, Per our chat, the attached should be good to go as we moved out the proposed signing/close date to October 15 (but we will strive to move faster) and also confirmed that Missouri does not require a home care license. Hopefully this is good to sign but let me know if there are any final issues. Thanks. On Tue, Sep 16, 2025 at 1:51=E2=80=AFPM Timothy Thomas wrot= e: > Please advise. > > ---------- Forwarded message --------- > From: Dane Johnson > Date: Tue, Sep 16, 2025 at 4:50=E2=80=AFPM > Subject: Re: LOI Draft > To: Timothy Thomas , Grant Eckert > > > So sorry guys as I had the below email typed up and didnt click send! > Sorry about that. > > Tim, Grant and I discussed and here are the few things we would like to > see change. Please let us know your thoughts. > > - If there is going to be some kind of earn out we would like to see it > go further than 3 months. We would prefer 37.5k at closing and at 3 > months then if corporate is looking for another 24k we would be fine with > that being at the 6 month mark after closing and tied to revenue. > - Unfortunately its a little bit of bad timing as Grant is headed to > barcelona with his family on the 19th and back on the 28th so getting thi= s > done by the 1st may be a little tough. Could we set it to close on or > before october 15th and then if we get it done earlier we are more than > happy to close early? > - Lastly, you guys touched on the Kansas license being transferred, but > what about Missouri? Per our previous discussions you guys also ended up > having to get licensed in Missouri and we are curious what that might tak= e > to get transferred. > > Sincerely, > > Dane Johnson > 913-908-9808 > > > On Mon, Sep 15, 2025 at 6:18=E2=80=AFPM Timothy Thomas wr= ote: > >> See attached >> >> ---------- Forwarded message --------- >> From: Steve Koyanagi >> Date: Mon, Sep 15, 2025 at 6:38=E2=80=AFPM >> Subject: Re: LOI Draft >> To: Timothy Thomas >> CC: Nina Kani , Melissa Reyes > > >> >> >> Tim, >> >> Here is the additional info we gathered from the state. Per the state of >> Kansas, it looks like we can submit the LOI, change of ownership >> application, bill of sale, and Dane can make an online payment then the >> Buyer has the right to use our license until their temporary license is >> approved. The temporary license should be approved within a week. We can >> lay this out in the actual purchase agreement, but we anticipate it woul= d >> be a simultaneous signing/closing and then Dane can operate under our >> license for a week until his temporary license is approved. >> >> As far as the final monetary compensation, I proposed in this updated LO= I >> that he pays $37,500 on signing, $37,500 after 3 months from signing and >> then there is the possibility of a $24