Is this offer fair?

The headline number assumes everything goes right. This breaks an offer into what you are paid at close, what you are paid later, and what you are paid only if targets are hit. The mix is free; Pro adds the risk-adjusted value, the questions to ask and the comparison with deals whose terms were made public.

1. The offerExample figures

Cash at close

Buyer stock at close

Seller note (paid later)

Note term, years

Maximum earn-out

Earn-out term, years

2. Your assumptionsChange these

Chance you earn the full earn-out, %

Your estimate, not a market figure. Partial payouts are common; this treats the earn-out as all or nothing on average.

Discount rate, %

What a dollar later is worth to you today. Also your call.

Your trailing-12-month SDE (optional)

Adds implied multiples, compared with the published ranges used in the valuation tool.

3. Disclosed structures on record9 deals

Deal	Structure as published	Contingent share
Moonbug Entertainment Candle Media, 2021	█████████	███
Hoozu IZEA, 2023	█████████	███
Stitcher SiriusXM, 2020	█████████	███
rhode e.l.f. Beauty, 2025	█████████	███
Streamlabs Logitech, 2019	█████████	███
Click GameSquare, 2025	█████████	███
Adelicious Audioboom, 2025	█████████	███
Social Chain Brave Bison, 2023	█████████	███
Mavely Nu Skin (Rhyz), 2021	█████████	███

Contingent share = maximum contingent payment divided by maximum headline price. The published terms and shares are in Pro. Nine deals is a small sample: a reference point, not a market rate.

Headline and cash at close

$2,000,000

At close $1,100,000 · paid later or contingent $900,000

Mix of the headline price

Cash45%

Stock10%

Seller note0%

Earn-out45%

How to read the result

Risk-adjusted value is cash and stock at close, plus the note discounted to today, plus the earn-out discounted and multiplied by your own odds of earning it. Two of those inputs are your assumptions, and they move the answer a lot. Try a few.

Contingent share is the earn-out as a share of the headline. Among the nine deals on record with public terms it runs from about 8% to about 59%. A high share is not wrong in itself. It means the buyer wants you to carry more of the risk, and the earn-out terms (see the glossary) deserve more attention than the price.

This is a tool for preparing questions for your advisers, not a fairness opinion.