The Deal Structuring Advisor

Help me structure this deal creatively to bridge the gap.

The deal: [DESCRIBE]
Where we're stuck: [PRICE, TERMS, RISK, TIMING]
What each side needs: [DESCRIBE]

Provide:
1. Structural options that bridge the gap (staged payments, earn-outs,
   contingencies, options, non-cash value)
2. How to handle disagreement about the future (contingent terms that let
   both sides bet on their view)
3. How to shift risk to whoever's best placed to bear it
4. Ways to give them what they need without giving up what I need
5. The structure most likely to close this

When you can't agree on price, you can often agree on structure — show me
how. Flag where deal terms need legal drafting.