HI ^redacted‌, the LOI provision could be straightforward. E.g., "[KEY EMPLOYEE] entering into an employment agreement with Buyer on terms agreed with Buyer." (assuming an asset sale). But it depends on the nature of the risk. If the seller has built a company that relies heavily on a single individual, the seller should, in my view, burden some of the risk of that individual leaving shortly after the closing. And in that case, you may want to make some of the purchase price contingent on the employee staying. Happy to discuss further. Feel free to reach out at redacted and we can schedule a time.

I’d pressure-test four things: 1. The GM needs to be evaluated as an operator, not just treated as indispensable. Use a seller assessment, role scope, performance history, and direct buyer/GM conversations. 2. Build retention into the closing plan. Employment agreement, stay bonus, or another positive incentive can work. 3. If the license is reasonably attainable, start that path immediately. 4. Build the bench: Map customer/vendor relationships, undocumented processes, approvals, and anything else that might break if the GM steps away.