Aligns seller's motivation to exit day-to-day early

Enables you to build a scalable system around hormone memberships

Keeps the seller engaged but frees you from operational bottlenecks

Seller adds 200 hormone patients/month = organic growth potential

How long is the earn-in period? Is it clearly defined?

Do you have a timeline and milestones for full absentee transition?

What's the seller's mindset on equity dilution or salary tradeoff?

Immediate partial liquidity for seller (cash + reduced equity)

Seller stays motivated to grow through earn-out

You get skin in the game for scaling to $100M EV

2.5-3x EBITDA multiple seems fair given owner-op status

Define earn-out metrics clearly (patient growth, revenue, EBITDA)

What percentage equity buyout are you proposing?

How long is earn-out period? And what if team underperforms?

Clear exit for seller, clean ownership for you

Variable note protects you if transition fails

Penalizes solicitation, protecting goodwill and patients

Earn-out aligns seller to train replacement team

Is the variable seller note formula crystal clear and enforceable?

How do you monitor and enforce solicitation restriction?

What's the downside if seller refuses to cooperate?

This offers cover the spectrum: partnership → partial buyout → full buyout, which is smart for seller flexibility.

By focusing on seller motivation and transition, which is a safe and fair transition strategy

The 2.5-3x EBITDA multiple is on the generous side for an owner-operated business, but justified by growth potential and your platform's scale.

The variable seller note tied to performance and solicitation is a sharp way to mitigate risk and aligns with "terms over price" philosophy.

Quantify milestones and timelines for absentee transition and team ramp-up in all options.

Include a Debt Service Cover Ratio (DSCR) analysis to ensure your debt/service capacity supports the structure.

Consider offering the seller a minority rollover equity in option 2 or 3 to keep alignment long-term.