Hey All, I am looking for feedback on a phased buy-in/buy-out structure. Business: owner-operated (project based manufacture), Adj. EBITDA 3 year avg ~$350k, most recent year ~$500k. Seller has health issues and wants to step back. Seller is flexible and will likely keep the real estate (lease to OpCo) (I can eventually purchase). Goal: I step in as the operating owner now (with a salary), buy control up front or via an earn-in, and the seller keeps a minority stake + receives seller-note payments/distributions until I buy them out. Structure I’m leaning toward (conceptually): Day 1: I acquire 51–80% (control) via small cash down + seller note sized to sustainable cash flow (and after my salary). Seller retains 20–49% equity + continues helping on sales/relationships part-time. Put/Call in 3–5 years for the remaining stake at a pre-agreed formula (to avoid renegotiation after I grow it). Bridge “avg $350k vs last year $500k” via earnout/kicker tied to maintaining higher EBITDA. My Questions: - Best practices on control buy-in + seller minority (governance, deadlock, distributions)? - How do you structure buyer salary + seller note so it’s fair and doesn’t starve growth? - Most common pitfalls with put/call valuation formulas and earnouts? - Would love any sample terms, “don’t do this” lessons, or structures that worked. Thank you in advance! -John