1. Employee Retention Requirements: Used when earnout is contingent on key employee retention or performance

2. Acceleration Events: Include when parties want to specify events that trigger immediate payment of earnout (e.g., change of control)

3. Tax Treatment: Added when parties agree on specific tax characterization of payments

4. Security Provisions: Used when seller requires security for earnout payments

5. Non-Competition Provisions: Include when additional competitive restrictions during earnout period are needed

6. Force Majeure: Added when parties want to address impact of extraordinary events on earnout calculations

7. Parent Company Guarantee: Used when buyer's parent company guarantees earnout obligations

1. Schedule A - Earnout Calculation Examples: Detailed examples showing how earnout calculations work in various scenarios

2. Schedule B - Financial Metrics Definitions: Detailed definitions and calculations of financial metrics used in earnout calculations

3. Schedule C - Excluded Items: List of items to be excluded from earnout calculations (e.g., extraordinary items)

4. Schedule D - Reporting Template: Template for periodic financial reporting during earnout period

5. Schedule E - Key Personnel: List of key employees if relevant to earnout conditions

6. Appendix 1 - Base Case Financial Model: Financial model showing baseline assumptions for earnout targets

7. Appendix 2 - Dispute Resolution Procedures: Detailed procedures for resolving calculation disputes