Sounds like you're talking to more than one potential acquirer, yes? That should give you more negotiating leverage. Seems to me that if you want to cut the e

Sounds like you're talking to more than one potential acquirer, yes? That should give you more negotiating leverage. Seems to me that if you want to cut the earnout to 1 year in exchange for a smaller total package, that should be something they would entertain. Another option is to forget the acquisitions for the moment and bring in someone else to run the business, technical enough that they can pick up the details quickly. Bring them in as a co-founder; offer them maybe 20% of the company (with 4-year vesting that accelerates on acquisition) and explain that you want to turn over the day-to-day to them. Once they're comfortable running the business, you can resume trying to sell it, or just sit on a beach and sip mai-tais.