1. Foreign Exchange Compliance: Required when the agreement involves cross-border payments or foreign parties, detailing FEMA compliance

2. Securities Law Compliance: Necessary when either party is a listed company, addressing SEBI regulations and disclosure requirements

3. Industry-Specific Provisions: Additional provisions required for regulated industries like banking, insurance, or telecommunications

4. Parent Company Guarantee: Included when a parent company guarantee is required to secure earnout payments

5. Change of Control Provisions: Specific provisions addressing the impact of change in control during the earnout period

6. Employee Retention Provisions: Required when the earnout is linked to retention of key employees or management

7. Acceleration Events: Provisions for early payment or adjustment of earnout in specific circumstances like sale or IPO

1. Schedule 1 - Performance Metrics Definition: Detailed definition and calculation methodology for each performance metric

2. Schedule 2 - Earnout Calculation Examples: Illustrative examples of earnout calculations under different scenarios

3. Schedule 3 - Form of Earnout Statement: Template for periodic earnout calculations and reporting

4. Schedule 4 - Accounting Principles: Specific accounting principles and policies to be applied in calculations

5. Schedule 5 - Excluded Events: List of events that are excluded from impacting earnout calculations

6. Schedule 6 - Key Employee Positions: List of key positions relevant to the earnout if applicable

7. Appendix A - Dispute Resolution Procedure: Detailed procedures for resolving disputes related to earnout calculations

8. Appendix B - Compliance Certificates: Forms of various compliance certificates required under the agreement