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 this
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 take
to get transferred.
Sincerely,
Dane Johnson
913-908-9808
On Mon, Sep 15, 2025 at 6:18 PM Timothy Thomas <tt@thekey.com> wrote:
> See attached
>
> ---------- Forwarded message ---------
> From: Steve Koyanagi <skoyanagi@thekey.com>
> Date: Mon, Sep 15, 2025 at 6:38 PM
> Subject: Re: LOI Draft
> To: Timothy Thomas <tt@thekey.com>
> CC: Nina Kani <nkani@thekey.com>, Melissa Reyes <melissa.reyes@thekey.com>
>
>
> 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 would
> 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 LOI
> that he pays $37,500 on signing, $37,500 after 3 months from signing and
> then there is the possibility of a $24,000 earn-out.
>
> Let me know if you want to discuss the updated LOI before connecting with
> the Buyer.
>
> Thanks!
>
>
> On Wed, Sep 10, 2025 at 10:42 AM Steve Koyanagi <skoyanagi@thekey.com>
> wrote:
>
>> 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
>>>>>>>
>>>>>>>
>>>>>>>