Re: LOI Draft

Tim,

Attached is a revised LOI based on our discussion. This version includes
the following requested edits:

   1. Instead of guaranteed payments, there are two, 33k, Earn-Out Payments
   based on the performance of the business in the 6 month period after the
   Closing Date. Total potential payout to us is still 99k.
   2. The non-compete is broader to be within 30 miles of our office rather
   than 15.
   3. I inserted language that we will operate our website to generate
   organic leads through the Closing Date.

With these edits, I am hoping we can get the LOI signed and we can go from
there. Keep us updated!

On Mon, Sep 8, 2025 at 3:11 PM Steve Koyanagi <skoyanagi@thekey.com> wrote:

> Tim,
>
> Per our chat, attached is a revised LOI. I updated our corporate entity
> name, updated the consideration to 99k in 3 separate payments and also
> scaled back the non-compete given we're on the Selling side.
>
> With respect to the non-compete, I said we wouldn't compete within 15
> miles of our Kansas office location for 3 years, but we can agree to
> something more in terms of mileage or years as needed depending on his push
> back.
>
> Let me know if you'd like to discuss it first before sending it to the
> potential Buyer.
>
> On Mon, Sep 8, 2025 at 9:01 AM Steve Koyanagi <skoyanagi@thekey.com>
> wrote:
>
>> To clarify, is Dane willing to pay us 99k total no matter how successful
>> the business is after we close? Or, are the two subsequent 33k installment
>> payments based on how the business does post-close (i.e. earnout)?
>>
>>
>> On Mon, Sep 8, 2025 at 6:41 AM Timothy Thomas <tt@thekey.com> wrote:
>>
>>> I spoke with Dane and he would be willing to increase his offer to $33k
>>> now, $33k in 3 months and $33k in 6 months. Please review the LOI and
>>> advise how you would like to proceed.
>>>
>>> Thanks
>>>
>>> On Fri, Sep 5, 2025 at 3:10 PM Timothy Thomas <tt@thekey.com> wrote:
>>>
>>>> The offer is low but I believe we can get to the 100K mark.
>>>>
>>>> On Fri, Sep 5, 2025 at 2:55 PM Timothy Thomas <tt@thekey.com> wrote:
>>>>
>>>>> Please review the attached LOI.
>>>>>
>>>>> ---------- Forwarded message ---------
>>>>> From: Dane Johnson <djohnson132004@gmail.com>
>>>>> Date: Fri, Sep 5, 2025 at 2:46 PM
>>>>> Subject: Fwd: LOI Draft
>>>>> To: Timothy Thomas <tt@thekey.com>, Grant Eckert <geckert221@gmail.com
>>>>> >
>>>>>
>>>>>
>>>>> Tim,
>>>>>
>>>>> Please find attached the executed LOI.  We have also included a word
>>>>> version in case the name needs to be changed for The Key.  Please review
>>>>> and let us know your thoughts.  Thank you.
>>>>>
>>>>> Sincerely,
>>>>>
>>>>> Dane Johnson
>>>>> 913-908-9808
>>>>>
>>>>>
>>>>>