EARN-OUT WORKAROUNDS? (FORGIVABLE NOTE, SIDE LETTER, EROSION CLAUSE, ETC.?)

I'm looking at a deal with significant volatility in[redacted]2x previous years), and unsurprisingly the owner claims the change the structural and wants to be paid for it. I'm looking for a way to de-risk the deal based on an "earn-out" while using an SBA loan.

The easy answer here is that earn-outs are explicitly prohibited, but I keep hearing about potential work arounds where you can get the same function without it being considered as an earn-out by the lender.

Thanks in advance for the help.



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