Hi Folks, has anyone structured a deal where they would purchase the business via an SBA but then have a rev share where seller will get paid a fee (not a seller note) for any revenue that continues to be brought in by existing customers above a certain amount (would obviously be capped)? This would not be an earn out by any means, just a means to ensure a retention of existing customer spend.

Trying to understand if this would work with an SBA loan since it is not a seller note but rather a rev share fee arrangement.

Reason this is being proposed by the seller is a) bc it is industry practice and b) it allows me to deduct it from the P&L (lower taxes) vs paying it out of post tax cash flow (which is what happens with a seller note).

All thoughts welcome.