SEEKING SELLER RETENTION GUIDANCE

Hi all,
We're looking for guidance on seller retention post close on our first transaction. We're expected to close end of this month.

It's a small short-term property manager with 3 office workers; two of which are leaving (one is the seller). We found out the second office worker is leaving after our LOI was accepted. The second office worker leaving is an assistant to the operations manager.

Given that two-thirds of the office workforce is leaving, we think we are now acquiring a business materially different than what we agreed upon. We'd like the seller (who is physically remote) to help fill-in and train a new hire for the second office worker that's leaving. We've identified two internal candidates, both are maids, as potential replacements for the departing operations manager assistant.

We're considering offering the seller to work 4 days a week for free for the first three months. After that, the seller would be on an hourly consulting role for up to a year. The seller has agreed upon the hourly rate; but we have not proposed the free 3-month idea yet. We're thinking this 3-month period gives us enough time to train a new hire that is required, yet wasn't discovered until late in the diligence phase. FYI - This late discovery was no one's fault as the the assistant decided to leave after our LOI was accepted and before the acquisition was announced internally.

Two questions:
Is this a reasonable offer?
Anything else we should consider while we're drafting the purchase agreement and consulting agreements?

Thanks in advance.



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