I have a situation trying to structure an earnout, very complicated as it gets.
Ebitda target $2m-$3m
2-years earnout
≥90% hits 100% earnout
≤70% hits 10% earnout
Earnout goal: 3.5x incremental ebitda as new purchase price (current ebitda is $2m but he claims it will be $3m).

Here are my questions:
Earnout gets paid after 2 years, then where is the cash landing in for 2 years?

What if he does not meet target on year 1 and meets target on year 2. Does that mean I need to pay him full 100% earnout valuation for meeting target just 1 year? Am I not supposed to base it on 2 consecutive years of performance? Alternatively what happens if he reaches 50% target on year 1 and 90% target on year 2. In that case - how do I assess the final ebitda since ebitda of these 2 years he hits different targets thus ebitda is a moving part?

Do you pay earnout each year or cumulative 2 years? If you pay the 2nd year, with no targets met on year 1 but target 100% met on year 2, and I end up paying him full earnout, what if suddenly after he gets earnout paid the customer leaves/ebitda drops again? Do you base year 1 ebitda as base ebitda, and then year 2 ebitda as the target ebitda met in year 1? Or do you fully give him 2 years to meet the target? What I mean is, is the ebitda target on a yearly basis or do I need to give full 2 years for him to achieve the Ebitda target? OR do I say you need to meet the Ebitda target each year separately to qualify for the 100% EO valuation at the end of year 2.

Does anyone have a sample earnout model/lbo that I can get hands on?
Thank you