3. Original Agreement and Terms
On April 1, 2024, I entered into a formal agreement with TimeFree Solutions for the sale of G2LeadsToSales. The written purchase agreement, signed by me on April 5, 2024, established several key terms that formed the basis of our business relationship.
The original agreement specified that TimeFree Solutions would purchase G2LeadsToSales for $100,000, to be paid at a rate of $10,000 per month until fully satisfied. Additionally, I would receive an annual salary of $75,000 for my continued employment with TimeFree Solutions, effectively allowing me to maintain operational involvement while transitioning ownership. The agreement also granted me a 10% ownership stake in TimeFree Solutions, with provisions for a right of first refusal should I decide to sell my shares in the future. According to these terms, the transfer of assets and ownership was set to take place on April 1, 2024.
Approximately two weeks after signing the original agreement, Andrew Johnson approached me with a proposal to modify our arrangement. He expressed interest in having me invest $50,000 into TimeFree Solutions in exchange for an additional 15% ownership stake, which would bring my total ownership to 25%. I explained that I did not have $50,000 in available cash to invest but proposed an alternative: reducing the purchase price of G2LeadsToSales from $100,000 to $50,000 in exchange for the increased 25% ownership stake. Andrew Johnson verbally agreed to this modification.
It is critical to note that despite this significant change to our agreement, Andrew Johnson never provided a written amendment or updated contract reflecting these new terms. This lack of documentation has created substantial ambiguity and vulnerability in our business relationship, which Andrew Johnson has subsequently exploited. Nevertheless, both parties proceeded under the understanding that the purchase price had been reduced to $50,000 in exchange for the increased ownership stake.
The original agreement also contained language indicating that Andrew Johnson would pay me "in full once Cap Investment is in the account," suggesting that complete payment might be accelerated upon receipt of investment funding. This provision has become particularly relevant in light of Andrew Johnson's subsequent claims about investor funding that never materialized or was never properly accounted for.