关键条款谈判

Alright, shifting our focus to the earn-out structure, we're proposing a 10% EBITDA-based earn-out over three years, contingent on achieving a 15% year-over-year growth target. What are your initial thoughts on that particular clause?

Andrew, we appreciate the transparency, but a 15% year-over-year growth target is quite aggressive, especially considering the current market volatility. We'd prefer to see that closer to 10-12%, or perhaps a tiered structure that accounts for market shifts.

I understand your concerns regarding market volatility. However, our valuation hinges on significant future growth. Perhaps we could offer a sweetener elsewhere, like a more favorable retention package for your key personnel, to mitigate some of that earn-out risk?

That's an interesting proposition. Let's discuss retention agreements. Our core engineering team is indispensable. We need assurances that their roles, responsibilities, and, crucially, their cultural integration post-merger will be handled with utmost care. A five-year retention agreement with clear incentives would be essential for us.

Five years for key personnel is certainly on the longer side for our standard agreements, but we recognize their value. We could consider that, provided we get closer on the earn-out percentage. As for cultural integration, our dedicated integration team would work closely with your leadership from day one.

Let's put a pin in the earn-out for a moment and focus on the overall deal price. Our internal valuation puts us significantly higher than your initial offer. Could you elaborate on how you arrived at your current pricing structure, especially considering our unique intellectual property?

Certainly. Our valuation model incorporates your IP, but also factors in market comparable transactions and our projections for synergy realization. We believe the current offer reflects a fair premium, especially when considering the significant upfront investment required for post-merger integration.

Integration is key, and we agree it requires significant resources. However, from our perspective, your current offer doesn't fully capture the strategic value of our IP and market position. We need to bridge this price gap. Perhaps a combination of cash and equity could offer more flexibility?