Thanks for the comment. That seems like a good deal to me. Do you have any tips for the negotiation?
Also, having sold a company, I can't stress enough the value of having a good lawyer handle the legal bits. The last thing you wanna be dealing with when tire & grumpy is trying to find the loophole about how you could get screwed in a thick jumble of legalese.
Also, drink an emergency beer. You've earned it.
You actually cannot take this too serious. Often an earn-out depends on achieving certain revenue/ebitda/milestone targets. However, after the acquisition, you will find that someone else is in control over the resources you get (e.g., employees, budget, etc.). In other words, they control the input that you can use to achieve the agreed-upon output.
Thus the acquirer is frequently in a situation where they can manipulate the outcome by simply decreasing the input and thus driving you out of your earnout.
There's people who say that you should not rely on the earnout at all and make a deal ONLY if you would make it based on the immediate payout.
If you have earnout targets based on resources such as headcount, marketing spending, or anything else not under your control, you either have to negotiate that the payout is triggered if resources fall, or accept that you will likely be manipulated out of the money by future resource constraints.
Edit to add: someone like you may be great and exactly what they need to get through this step of course, I hope they will have a clear enough mind to not make a rash decision.
If you go in with those facts at your fingertips, you'll be in a pretty good starting point.