From my anecdata, the acquiring company is using the earn-out as more of a test that what you are saying at acquisition time is true. It augments due-diligence

From my anecdata, the acquiring company is using the earn-out as more of a test that what you are saying at acquisition time is true. It augments due-diligence. Meaning, if you are right about the business, these milestones are trivial to hit. If you don't accept the earn-out, it's a signal that something you are saying is either wrong or being misinterpreted.