Hi folks,

I'm considering a few deal structures with a potential seller. Below are two structures/features that I'm contemplating, and I'm wondering if anybody has knowledge of how these would work with an SBA loan? I've received guidance from a few loan officers and it's clear to me that they don't have a firm grip on whether these are allowed (they think "no", but can't say definitively). Any insight would be greatly appreciated!

Option 1: $7m Enterprise Value ($4m debt + $1m seller rollover + $2m equity from buyer). Seller rollover would consist involve the seller receiving Preferred Equity (redeemable, does not participate in the common equity). So at time of subsequent exit, the top of the waterfall would be debt, then then preferred holders, then finally the common. Is this permitted under the new SOP?

Option 2: $6m Enterprise Value ($4m debt + $2m equity from buyer). At closing, I would like to be able to issue the Seller a stock award in the NewCo that vests sometime in the future (either time based or performance based - TBD). Is this allowed? I know this sounds similar to an typical earnout, but this would be an equity award that is in fact granted at time of close. Whether or not it vests in the future would be subject to various conditions. Is this allowed?

Any thoughts or guidance would be very much appreciated! Thanks everyone!