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1. Tax Provisions: Include when specific tax treatment needs to be agreed upon between parties

2. Security Arrangements: Include when security for earnout payments is required

3. Employee Retention: Include when key employee retention is critical to achieving earnout targets

4. Non-Competition: Include when seller's future activities need to be restricted

5. Force Majeure: Include when specific events that could impact earnout calculations need to be addressed

6. Parent Company Guarantee: Include when parent company guarantee is required for either party

7. Currency Exchange Provisions: Include when payments involve multiple currencies

1. Schedule 1 - Earnout Calculation Examples: Detailed examples of how earnout calculations will work in practice

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

3. Schedule 3 - Excluded Items: List of items to be excluded from earnout calculations

4. Schedule 4 - Accounting Principles: Specific accounting principles to be applied

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

6. Schedule 6 - Key Personnel: List of key personnel critical to achieving earnout targets

7. Appendix A - Business Plan: Agreed business plan for the earnout period