Featuring the Gap Table (Forbes) and the Misalignment Tax (Fast Company).
Off-Market / The earnout reality check
From Buyer-Ready, Chapter 10

The earnout is the part of the price you might never see.

Across deals like yours, earnouts pay about 21 cents for every dollar promised, and about four in 10 pay nothing at all. Type in an offer, answer four questions, and see what yours is likely worth the day you sign.

Run the reality check

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Why it works this way

Four levers, not one number.

Two earnouts can carry the same dollar amount and be worth completely different things. One pays on revenue growth in a business you no longer run, for three years, with nothing promised and nothing that happens if they sell. That one sits at or below the average, and zero is a real outcome. The other pays on one clean thing you spent years making solid, for a short window, with real promises and a payout if the world changes. That one can run far above the average.

The buyer usually writes the first. The seller can write the second. The drafting is free, and it happens before you sign.

Want the whole picture, not just the earnout?

The Map is 10 questions. It places your business on one of five stages and shows the first place a buyer would look.

Show me where I stand →
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