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One of the most popular questions that come up in our webinars and SMBootcamp events re seller notes. Most important thing here is that they can not be psuedo earnouts-- they must be tied to historical metrics. The most common we see at SMBootcamp is a forgiveable seller note to revenue (total, specific customer(s), etc.).

Good law firms will generally help in LOI negotiations (SMB Law Group does this), but obviously this is something that you can and should do on the front-end.