06/02/2026
“Up to a $5M earnout.”
Sounds exciting.
Until you realize “up to” can also mean… zero.
A lot of founders treat earnout language in the LOI like a placeholder: “We’ll work out the details later.”
That’s usually when the leverage starts slipping away.
Because once exclusivity is signed and diligence is rolling, the dynamic changes fast.
At Linden Law Partners, we’ve seen founders spend months assuming they had a path to a multi-million dollar earnout payout — only to discover the targets were vague, the buyer controlled the inputs, and the economics became nearly impossible to hit.
The LOI is where the framework gets set.
Not after closing.
Not after everyone’s exhausted.
In this video, our founder, Pat Linden, breaks down:
→ Why vague earnout language is dangerous
→ How founders accidentally give away leverage early
→ The key earnout issues that should be addressed in the LOI itself
If you’re selling your business, this matters.
🎥 Watch here: https://www.youtube.com/shorts/gzPjyI_iF4I