Searchers spend a lot of time negotiating price. I think more time should be spent negotiating what has to be proven before you pay the price. Say a seller wants $2.5M for a business. You think it’s worth $2.0M because a customer representing 20% of revenue is up for renewal six months after closing. The seller is convinced the customer will renew and wants to be paid as though the renewal is already in the bag. You could split the difference with a traditional earn-out tied to EBITDA. There’s another structure worth considering. Borrow a concept more commonly seen in larger M&A transactions: a Contingent Value Right, or CVR. The basic idea is simple. Structure $2.0M of consideration under the base deal and another $500K payable only if that major customer signs a qualifying renewal within nine months. Customer renews? Seller gets the additional $500K. Customer doesn’t renew? Buyer doesn’t pay for value that never materialized. What I like about this approach is that you’re not arguing about EBITDA after the buyer takes control of the company. Hiring decisions, marketing spend, owner compensation, pricing changes and accounting decisions can all affect EBITDA and create plenty of things for the buyer and seller to fight about. A well-designed CVR can eliminate much of that ambiguity. One event. One definition. One deadline. One payment. This could be particularly useful when the valuation gap comes down to one identifiable uncertainty: a major contract renewal, retention of a key customer, regulatory approval, license, key commercial milestone or another objectively verifiable event. It doesn’t replace every earn-out. If the disagreement is about how the entire business will perform over the next two or three years, a traditional earn-out may still be the better tool. The interesting situation is when the seller says, “This business is worth another $500K because X is going to happen.” My response would be: Fine. If X happens, I’ll pay you for it. Instead of negotiating the forecast, negotiate the proof. I’m curious how many searchers here have actually structured an acquisition this way, using a binary milestone payment instead of, or alongside, a traditional earn-out. Have you tried it? Did the seller accept it? Did your lender have an issue with it? Most importantly, would you structure another acquisition this way? I’d be interested in hearing where this worked, where it didn’t, and what I may be missing.