1. Acceleration Events: Specifies circumstances that might trigger early payment of earnout (used when parties want to address change of control or exit scenarios)

2. Security Arrangements: Details any security provided for earnout payments (used when seller requires payment security)

3. Tax Treatment: Specifies agreed tax treatment of earnout payments (used when parties want to agree on tax positions)

4. Non-Competition Provisions: Restricts seller's ability to compete during earnout period (used when seller remains involved in business)

5. Working Capital Adjustments: Mechanism for adjusting earnout based on working capital levels (used when working capital impacts earnout metrics)

6. Parent Company Guarantee: Guarantee from parent company for earnout payments (used when buyer is subsidiary of larger entity)

7. Employment Conditions: Links earnout to continued employment of key persons (used when seller/key employees continue in business)

1. Calculation Methodology: Detailed explanation of earnout calculations with specific formulas and examples

2. Accounting Principles: Specific accounting policies and principles to be applied in calculating earnout metrics

3. Pro Forma Calculations: Example calculations showing how earnout would work in different scenarios

4. Excluded Items: List of items to be excluded from earnout calculations (e.g., extraordinary items)

5. Form of Earnout Statement: Template for periodic earnout calculations and reporting

6. Key Performance Indicators: Detailed definitions and measurement methods for KPIs used in earnout

7. Payment Mechanics: Detailed procedures for processing and making earnout payments