Earn-Out Agreement Sample Contracts

Resolute Energy Corp. – Amended and Restated Earn-Out Agreement (March 13th, 2017)

This Amended and Restated Earn-out Agreement (this "Agreement") is made and entered into on this 9th day of March, 2017 but effective as of July 7, 2016, by and among Resolute Natural Resources Southwest, LLC, a Delaware limited liability company ("Resolute"), and Caprock Permian Processing LLC, a Texas limited liability company ("Caprock Permian"), and Caprock Field Services LLC, a Texas limited liability company ("Caprock Field Services") (each of Caprock Permian and Caprock Field Services, a "Buyer" and together, the "Buyers"). Pursuant to the Earn-out Agreement signed between Resolute, Buyers and Firewheel Energy, LLC ("Firewheel") on July 7, 2016 (the "Original Agreement"), each of Resolute and Firewheel are referred in this agreement individually as "Seller" or together as "Sellers". Resolute and Buyers are sometimes herein referred to individually as a "Party" and collectively as the "Parties."

Resolute Energy Corp. – Earn-Out Agreement (August 2nd, 2016)

This Earn-out Agreement (this "Agreement") is made and entered into on this 7th day of July, 2016, by and among Resolute Natural Resources Southwest, LLC, a Delaware limited liability company ("Resolute"), and Firewheel Energy, LLC, a Delaware limited liability company ("Firewheel") (each of Resolute and Firewheel a "Seller" and together, the "Sellers"), and Caprock Permian Processing LLC, a Texas limited liability company ("Caprock Permian"), and Caprock Field Services LLC, a Texas limited liability company ("Caprock Field Services") (each of Caprock Permian and Caprock Field Services, a "Buyer" and together, the "Buyers"). Sellers and Buyers are sometimes herein referred to individually as a "Party" and collectively as the "Parties."

Benitec Biopharma LTD/ADR – THIS EARN-OUT AGREEMENT Is Made the 8th Day of July 2015 BETWEEN (July 27th, 2015)

Biomics Biotech Co., Ltd. (Chinese Registration Number 320600400015467) of 76 Changxing Rd, Economic & Technology Development Area, Nantong 226016 P.R. China (Biomics)

Earn-Out Agreement (April 9th, 2015)

THIS EARN-OUT AGREEMENT (the "Agreement") dated the 6th day of April, 2015, is by and among The Chefs' Warehouse, Inc., a Delaware corporation ("Parent"), Del Monte Capitol Meat Company, LLC, a Delaware limited liability company (the "Buyer"), T.J. Foodservice Co., Inc., a California corporation ("Service"), TJ Seafood, LLC, a California limited liability company ("Seafood"), and John DeBenedetti, as the Sellers' Representative (in such capacity, the "Sellers' Representative"). Service and Seafood are referred to collectively herein as the "Company Sellers" and each individually as a "Company Seller." Parent, Buyer, the Company Sellers and the Sellers' Representative are referred to collectively herein as the "Parties" and each individually as a "Party."

Sonus Networks, Inc. – Earn-Out Agreement (January 8th, 2015)

This Earn-Out Agreement is dated as of January 2, 2015 (this Agreement), by and among Sonus Networks, Inc., a Delaware corporation (the Company), the parties listed in Schedule A hereto and Karl F. May, as the Seller Representative (the Seller Representative).

K2M Group Holdings, Inc. – Assignment and Earn-Out Agreement (April 7th, 2014)

This Assignment and Earn-Out Agreement (Agreement) is made and entered with effect as of this 8th day of March, 2004 by and between K2 Medical, LLC, a Delaware limited liability company (K2 or the Company), and the persons listed on the signature page hereto under the heading Assignors (each an Assignor and collectively the Assignors).

K2M Group Holdings, Inc. – Asset Purchase and Earn Out Agreement (April 7th, 2014)

THIS ASSET PURCHASE AND EARN OUT AGREEMENT (the Agreement) is made and entered into as of this 12th day of February, 2010 (the Effective Date) by and between K2M, Inc. (K2M) a Delaware corporation, and John Carbone, MD, an individual residing at 20 West Spring Way, Lutherville, MD 21093 (Dr. Carbone).

K2M Group Holdings, Inc. – First Amendment to Asset Purchase and Earn Out Agreement (April 7th, 2014)

THIS FIRST AMENDMENT TO ASSET PURCHASE AND EARN OUT AGREEMENT (the Agreement) is made and entered into as of this 15 day of June, 2012 (the First Amendment Effective Date) by and between K2M, Inc. (K2M) a Delaware corporation, and John Carbone, MD, an individual residing at 20 West Spring Way, Lutherville, MD 21093 (Dr. Carbone).

Earn-Out Agreement (October 17th, 2013)

This EARN-OUT AGREEMENT (this "Agreement") is made and entered into as of this 15th day of August 2012 by and among First Foundation, Inc., a California corporation ("FFI"), First Foundation Bank, a federal savings bank and wholly owned subsidiary of FFI ("FFB"), and Desert Commercial Bank, a California state chartered banking corporation ("DCB"), and Osborne Rincon, Certified Public Accountants,, who is the designated and approved representative of the DCB Securityholders (the "DCB Securityholder Representative" or the "Securityholder Representative"). For ease of reference, when used in this Agreement, the terms "Parties" and "parties" shall mean, collectively, FFI, FFB, DCB and the DCB Securityholder Representative and the terms "Party" and "party" shall refer to any of them individually.

Schedule 3 Earn-Out Agreement (September 6th, 2013)

Mentor Graphics Corporation (Purchaser) and SofTech, Inc. (Seller) enter into this Earn-Out Agreement (Agreement) in connection with the Asset Purchase Agreement dated August 30, 2013 between Purchaser and Seller (Purchase Agreement).

Second Amendment to Earn-Out Agreement (July 14th, 2011)

This SECOND AMENDMENT TO EARN-OUT AGREEMENT (this Amendment) is effective as of November , 2010, by and among Groupon, Inc., a Delaware corporation (Groupon), Groupon Germany GbR, a German law partnership (Purchaser), CD-Inv Holding UG (haftungsbeschrankt) Beteiligungs KG (Holding KG No 1), CD-Rocket Holding UG (haftungsbeschrankt) Beteiligungs KG (Holding KG No 2), and CityDeal Management UG (haftungsbeschrankt) & Co. Beteiligungs KG (Holding KG No 3), each a German limited partnership (collectively, the Sellers), and CityDeal Europe GmbH, a German limited liability company (the Company). All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Earn-Out Agreement dated as of May 15, 2010, by and among Groupon, Purchaser, Sellers, Holding KG No 1, Holding KG No 2, Holding KG No 3, and the Company, as amended by that certain First Amendment to Earn-Out Agreement dated as of September 14, 2010 (the First Amendment), by and among Group

First Amendment to Earn-Out Agreement (July 14th, 2011)

This FIRST AMENDMENT TO EARN-OUT AGREEMENT (this Amendment) is effective as of September 14, 2010, by and among Groupon, Inc., a Delaware corporation (Groupon), Groupon Germany GbR, a German law partnership (Purchaser), CD-Inv Holding UG (haftungsbeschrankt) Beteiligungs KG (Holding KG No 1), CD-Rocket Holding UG (haftungsbeschrankt) Beteiligungs KG (Holding KG No 2), and CityDeal Management UG (haftungsbeschrankt) & Co. Beteiligungs KG (Holding KG No 3), each a German limited partnership (collectively, the Sellers), and CityDeal Europe GmbH, a German limited liability company (the Company). All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Earn-Out Agreement dated as of May 15, 2010 (the Earn-Out Agreement), by and among Groupon, Purchaser, Sellers, Holding KG No 1, Holding KG No 2, Holding KG No 3, and the Company.

Earn-Out Agreement (July 14th, 2011)

This EARN-OUT AGREEMENT (this Agreement) is made and entered into this 15 day of May, 2010 by and among Groupon, Inc., a Delaware corporation (Groupon), Groupon Germany GbR, a German law partnership (Purchaser), Bambino 44. VV UG (haftungsbeschrankt) & Co B-84 KG (in the future: CD-Inv Holding UG (haftungsbeschrankt) Beteiligungs KG) (Holding KG No 1), Bambino 45. VV UG (haftungsbeschrankt) & Co B-85 KG (in the future: CD-Rocket Holding UG (haftungsbeschrankt) Beteiligungs KG) (Holding KG No 2), and Bambino 43. VV UG (haftungsbeschrankt) & Co B-83 KG (in the future: CityDeal Management UG (haftungsbeschrankt) & Co. Beteiligungs KG) (Holding KG No 3), each a German limited partnership (collectively, the Sellers), and CityDeal Europe GmbH, a German limited liability company (the Company).

Steven Madden – Earn-Out Agreement (May 26th, 2011)

This EARN-OUT AGREEMENT (this "Agreement"), dated as of May 25, 2011 and effective as of the Closing Date (as defined below), if one occurs, is entered into by and among Steven Madden, Ltd., a Delaware corporation ("Purchaser"), David Seeherman ("Seller"), Cejon, Inc., a New Jersey corporation ("Cejon, Inc."), Cejon Accessories, Inc., a New York corporation ("CAI"), New East Designs, LLC, a Missouri limited liability company ("New East", and together with Cejon, Inc. and CAI, collectively, the "Companies" and each individually, a "Company") and Kenneth Rogala ("KR"). All capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Stock Purchase Agreement (as defined below).

Capsalus Corp – Earn-Out Agreement (March 8th, 2011)

THIS EARN-OUT AGREEMENT (the "Agreement") is entered into this 26th day of January 2011, between Capsalus Corporation, a Nevada corporation ("Capsalus") and Mary S. Schreiber, PhD., (the "Seller").

Earn Out Agreement (February 8th, 2011)

THIS EARN OUT AGREEMENT (the Agreement), is entered into this 14th day of December, 2010 by and between ENERGY STEEL ACQUISITION CORP., a Delaware corporation (ESAC), Graham Corporation, a Delaware corporation (Graham in its capacity of Guarantor under Section 2.3 and otherwise as expressly provided herein as a direct party to this Agreement), and LISA D. RICE, individually and as the Trustee of the Lisa D. Rice Revocable Trust dated June 5, 2003 (Seller). Capitalized terms not otherwise defined in this Agreement shall have the meaning ascribed to them in that certain Stock Purchase Agreement by and among Graham, ESAC, Energy Steel & Supply Co., a Michigan corporation (Energy Steel) and the Seller dated on even date herewith (the Stock Purchase Agreement).

Addus Homecare Corp. – Earn-Out Agreement (July 27th, 2010)

This Earn-Out Agreement (this Agreement) is entered into as of July 26, 2010 by and among Addus Healthcare (South Carolina), Inc., a Delaware corporation (the Purchaser), Addus HomeCare Corporation, a Delaware corporation, as Guarantor of this Agreement, Advantage Health Systems, Inc., a South Carolina corporation (the Earn-Out Recipient), Paul Mitchell as Seller Representative (the Seller Representative) and the Sellers (each, a Seller, and collectively, the Sellers) set forth on Exhibit A to the Asset Purchase Agreement, dated as of the date hereof, by and among the Purchaser, the Earn-Out Recipient and the Sellers (the Purchase Agreement).

Wowjoint Holdings Ltd -Redh – CHINA FUNDAMENTAL ACQUISITON CORPORATION Earn-Out Agreement (March 10th, 2010)

This EARN-OUT AGREEMENT (the "Agreement"), is entered into as of February 18, 2010 by and between CHINA FUNDAMENTAL ACQUISITION CORPORATION, a public company in the United States ("Party A", or the "Company") and REALINK GROUP LIMITED ("Party B") , a British Virgin Islands company. Party A and Party B are sometimes referred to collectively as the "Parties" and individually the "Party".

Steven Madden – Earn-Out Agreement (February 11th, 2010)

This EARN-OUT AGREEMENT (this "Agreement"), dated as of February 10, 2010 and effective as of the Closing Date (as defined below), if one occurs, is entered into by and among Steven Madden, Ltd., a Delaware corporation ("Purchaser"), Jeremy Bassan ("Seller") and Big Buddha, Inc., a California corporation (the "Company").

Earn-Out Agreement (May 15th, 2009)

This EARN-OUT AGREEMENT (Agreement) is entered into as of May 15, 2009, by and among Simonich Corporation, a California corporation (the Company), Scott Simonich, the sole shareholder of the Company (Simonich), and Bank of Commerce Holdings (together with any acquisition subsidiary that may be formed for the purposes of effecting the transactions contemplated by this Agreement, BOCH).

Cornerworld Corp – Earn-Out Agreement (February 27th, 2009)

This EARN-OUT AGREEMENT (this Agreement), dated as of February 23, 2009 and effective as of the Closing Date (as defined below), if one occurs, is by and between Woodland Holdings Corp., a Delaware corporation (Buyer) and Ned Timmer, an individual (Seller).

Capsalus Corp – Earn-Out Agreement (February 26th, 2009)

THIS EARN-OUT AGREEMENT (the Agreement) is entered into this __ day of February 2009, between Mach One Corporation, a Nevada corporation (the Buyer) and Thomsen Group, LLC, a Wisconsin limited liability company (the Seller).

Earn Out Agreement (July 2nd, 2008)

THIS EARN OUT AGREEMENT (Earn Out Agreement) is entered into effective as of June 26, 2008 (Effective Date) by and among Ames Bickford Cottage, L.L.C., a Kansas limited liability company, Bourbonnais Bickford House, L.L.C., a Kansas limited liability company, Burlington Bickford Cottage, L.L.C., a Kansas limited liability company, Crawfordsville Bickford Cottage, L.L.C., a Kansas limited liability company, Lincoln Bickford Cottage, L.L.C., a Kansas limited liability company, Marshalltown Bickford Cottage, L.L.C., a Kansas limited liability company, Moline Bickford Cottage, L.L.C., a Kansas limited liability company, Muscatine Bickford Cottage, L.L.C., a Kansas limited liability company, Quincy Bickford Cottage, L.L.C., a Kansas limited liability company, Rockford Bickford House, L.L.C., a Kansas limited liability company, Springfield Bickford House, L.L.C., a Kansas limited liability company, and Urbandale Bickford Cottage, L.L.C., a Kansas limited liability company, (each of the foreg

Earn Out Agreement (May 8th, 2008)

This EARN OUT AGREEMENT (this Agreement) is made and entered into as of May 2, 2008, by and between Delta Health Systems, Inc., a Florida corporation (Seller), and InfoLogix Systems Corporation, a Delaware corporation (the Company).

Earn-Out Agreement (November 8th, 2007)

THIS EARN-OUT AGREEMENT (the Agreement), dated August 29, 2007 and effective upon Closing of the Purchase Agreement (Effective Date), is made and entered into by and among Symmetry Medical USA, Inc., a Delaware corporation (Purchaser), and Louis C. Wallace, individually (Wallace) and Charles O. Mann, Jr., individually (Mann) (collectively, Seller).

Earn Out Agreement (October 4th, 2007)

This EARN OUT AGREEMENT (this Agreement) is made and entered into as of September 30, 2007, by and between Healthcare Informatics Associates, Inc., a Delaware corporation (Seller), and InfoLogix Systems Corporation, a Delaware corporation (the Company).

Form of Earn Out Settlement Agreement (October 1st, 2007)

THIS EARN OUT SETTLEMENT AGREEMENT (this Agreement) is made as of September , 2007, by and among Skype Luxembourg Holdings S.A.R.L., a limited company registered under the laws of the Grand Duchy of Luxembourg (the Obligor), eBay Inc., a Delaware corporation (the Purchaser), Herho Holding B.V., a company formed under the laws of the Netherlands, in its capacity as the Earn Out Representative (as defined in the Earn Out Agreement (as defined below)) (the Earn Out Representative), and [ ] (the Earn Out Seller). Capitalized terms not otherwise defined herein are used as defined in the Earn Out Agreement, dated as of September 11, 2005 (the Earn Out Agreement), by and among the Purchaser, Skype Technologies S.A., a limited company registered under the laws of the Grand Duchy of Luxembourg (the Company), and the parties identified on Schedule I thereto (the Earn Out Sellers). Each of the Obligor, the Purch

Steven Madden – Earn-Out Agreement (May 18th, 2007)

This EARN-OUT AGREEMENT (this "Agreement"), dated as of May 16, 2007 and effective as of the Closing Date (as defined below), if one occurs, is by and among Steven Madden, Ltd., a Delaware corporation ("Madden") and the individuals and/or entities set forth on the signature pages hereto (each a "Seller" and collectively, "Sellers").

Earn Out Agreement (August 14th, 2006)

Franklin Electronic Publishers, Inc., a company established and existing under the laws of Pennsylvania (USA), with its principal place of business at One Franklin Plaza, Burlington, New Jersey 08016-4907 (USA) (Franklin);

Earn-Out Agreement by and Among (August 10th, 2006)
Contingent Earn Out Agreement (March 2nd, 2006)

This Contingent Earn Out Agreement (Agreement) is made and entered into as of the 28th day of February 2006 by and between Basic Energy Services, L.P., a Delaware limited partnership (Basic) and G & L Tool, Ltd., a Texas limited partnership (G & L).

Steven Madden – Contract (February 13th, 2006)

EXHIBIT 10.2 EARN-OUT AGREEMENT by and among STEVEN MADDEN, LTD., DANIEL M. FRIEDMAN & ASSOCIATES, INC., DMF INTERNATIONAL, LTD. and DANIEL M. FRIEDMAN Dated as of February 7, 2006 EARN-OUT AGREEMENT This EARN-OUT AGREEMENT (this "Agreement"), dated as of February 7, 2006 and effective as of the Closing Date (as defined below), if one occurs, is by and among Steven Madden, Ltd., a Delaware corporation ("Purchaser"), Daniel M. Friedman, ("Friedman" or "Seller"), Daniel M. Friedman & Associates, Inc. and DMF International, Ltd. (each a "Company," and together the "Companies"). RECITALS WHEREAS, concurrently herewith, Seller and Purchaser

Earn Out Agreement (September 15th, 2005)

This Earn Out Agreement (this Agreement) is being executed and delivered as of September 11, 2005 by and among eBay Inc., a Delaware corporation (the Purchaser), Skype Technologies S.A., a limited company registered under the laws of the Grand Duchy of Luxembourg (the Company), and the parties identified on Schedule I. Certain capitalized terms used in this Agreement are defined in Section 1.

Earn-Out Agreement (June 9th, 2005)

This Agreement is entered into by and between Asante Technologies, Inc., a Delaware corporation ("Asante"), TechnoConcepts, Inc., a Colorado corporation ("Techno") and Asante Acquisition Corp., a Nevada corporation ("AAC"), as of the date of the Agreement And Plan Of Acquisition between the same parties (which bears a date as of February 25, 2005) (hereinafter, the "Acquisition Agreement"), and upon the terms and conditions set forth herein. This Agreement is referred to in the Acquisition Agreement and hereinafter as the "Earn-out Agreement."