Year 2 Earnout Sample Clauses
Year 2 Earnout. Should Company’s EBITDA for the twelve- month period following the First Earnout Period (the “Second Earnout Period”) equal or exceed $2,100,000, then Buyer shall pay Sellers an earnout in accordance with Schedule A attached hereto (the “Year 2 Earnout”). The Year 2 Earnout shall be due and payable no later than 75 days following the end of the Second Earnout Period; and During the First Earnout Period and the Second Earnout Period, the Business will be operated, and, solely for purposes of calculating the Conditional Earnout Payments, the EBITDA calculated in a manner that is consistent with the historical practice of Company. Further, during the First Earnout Period and the Second Earnout Period, the Buyer agrees that it will make no major changes to the administration or operation of the Company which are likely to negatively affect the Conditional Earnout Payments.
Year 2 Earnout. The parties acknowledge and agree that Company’s gross revenue goal is $14,700,000 for the calendar year 2022 (“Second Earnout Period”), which if met will result in the Year 2 Earnout for gross revenue of $187,500, and Company’s gross profit goal is $4,200,500 (28.5% gross profit) for the Second Earnout Period, which if met will result in the Year 2 Earnout for gross profit of $187,500. Subject to Schedule 2.2, if (i) Company’s gross revenue for the Second Earnout Period should fall between $13,965,000 and $16,870,000, the Year 2 Earnout for gross revenue shall be the earnout amount corresponding to the met or exceeded gross revenue milestone on Schedule 2.2, and (ii) Company’s gross profit for the Second Earnout Period should fall between $3,990,000 and $4,820,000, the Year 2 Earnout for gross profit shall be the earnout amount corresponding to the met or exceeded gross profit milestone on Schedule 2.2. In no event shall a (i) Year 2 Earnout for gross revenue be payable if Company’s gross revenue for the Second Earnout Period is less than $13,965,000, and/or (ii) Year 2 Earnout for gross profit be payable if Company’s gross profit for the Second Earnout Period is less than $3,990,000. In no event shall either the Year 2 Earnout for gross revenue or gross profit exceed $318,750, respectively. The Year 2 Earnout for gross revenue and Year 2 Earnout for gross profit may hereinafter be collectively referred to as the “Year 2 Earnout Payment.” In addition to the foregoing, if Company’s (i) gross revenue for the Second Earnout Period should fall between $14,800,000 and $15,400,000, the Year 1 Earnout make-up for revenue shall be the make-up amount corresponding to the met or exceeded make-up gross revenue milestones set forth on Schedule 2.2, and (ii) gross profit for the Second Earnout Period should fall between $4,228,500 and $4,399,500, the Year 1 Earnout make-up for gross profit shall be the make-up amount corresponding to the met or exceeded make-up gross profit milestones set forth on Schedule 2.2.