Earnout Agreement Sample Contracts

Double Eagle Acquisition Corp. – Earnout Agreement (December 5th, 2017)

This EARNOUT AGREEMENT (this Agreement) is entered into as of November 29, 2017 by and among Sapphire Holding S.a r.l., a Luxembourg societe a responsabilite limitee (Investor), WillScot Corporation, a Delaware corporation (the Company), and each of Harry E. Sloan (Sloan), and Double Eagle Acquisition LLC, a Delaware limited liability company (the Sponsor and, together with Sloan, the Founder Group). Each of the Investor, the Company, Sloan, and the Sponsor are referred to herein individually as a Party and collectively as the Parties.

Double Eagle Acquisition Corp. – Earnout Agreement (December 5th, 2017)

This EARNOUT AGREEMENT (this Agreement) is entered into as of November 29, 2017 by and among Sapphire Holding S.a r.l., a Luxembourg societe a responsabilite limitee (Investor), WillScot Corporation, a Delaware corporation (the Company), and each of Harry E. Sloan (Sloan), and Double Eagle Acquisition LLC, a Delaware limited liability company (the Sponsor and, together with Sloan, the Founder Group). Each of the Investor, the Company, Sloan, and the Sponsor are referred to herein individually as a Party and collectively as the Parties.

Edgewater Technology, Inc. – Earnout Agreement (December 22nd, 2015)

THIS EARNOUT AGREEMENT (this Agreement) is entered into as of December 21, 2015, by and among EDGEWATER TECHNOLOGY-M2, INC., a Delaware corporation (the Buyer), and M2 DYNAMICS INC., a California corporation (the Seller). Each of the Buyer and the Seller is referred to herein as a Party or, collectively, as the Parties.

Edgewater Technology, Inc. – Earnout Agreement (August 19th, 2015)

THIS EARNOUT AGREEMENT (this Agreement) is entered into as of August 17, 2015, by and among EDGEWATER TECHNOLOGY-BRANCHBIRD, INC., a Delaware corporation (the Buyer), and BRANCHBIRD LLC, an Illinois limited liability company (the Seller). Each of the Buyer and the Seller is referred to herein as a Party or, collectively, as the Parties.

Edgewater Technology, Inc. – Earnout Agreement (March 17th, 2015)

THIS EARNOUT AGREEMENT (this Agreement) is entered into as of March 13, 2015, by and among EDGEWATER TECHNOLOGY-ZERO2TEN, INC., a Delaware corporation (the Buyer), and ZERO 2 TEN, INC., a Georgia corporation (the Seller). Each of the Buyer and the Seller are referred to herein as a Party or, collectively, as the Parties.

EARNOUT AGREEMENT by and Among FR ACQUISITION FINANCE SUBCO (LUXEMBOURG) S.A.R.L., THE SELLER REPRESENTATIVE (AS DEFINED HEREIN) and ALCOA INC. Dated as of June 25, 2014 (June 27th, 2014)

EARNOUT AGREEMENT, dated as of June 25, 2014 (this Agreement), by and among FR Acquisition Finance Subco (Luxembourg), S.a.r.l., a private limited liability company incorporated under the laws of Luxembourg, with its registered office located at 6 rue Guillaume Schneider, L-2522 Luxembourg, registered with the Register of Commerce and Companies of Luxembourg under number B 133,360 (the Seller), Oak Hill Capital Partners III, L.P. and Oak Hill Capital Management Partners III, L.P., collectively in their capacity as the Seller Representative, and Alcoa Inc., a Pennsylvania corporation (the Purchaser).

First Amendment to Earnout Agreement (April 4th, 2013)

This FIRST AMENDMENT TO EARNOUT AGREEMENT (this "Amendment") is made as of the 19th day of December, 2012, by and among OXFORD INDUSTRIES, INC., a Georgia corporation ("Oxford"); SUGARTOWN WORLDWIDE LLC, a Delaware limited liability company ("Sugartown"); and SWI HOLDINGS, INC., a Delaware corporation ("SWI"), on behalf of itself and on behalf of the Sellers (as hereinafter defined) in its capacity as Sellers' Representative.

EARNOUT AGREEMENT by and Among OXFORD INDUSTRIES, INC., SUGARTOWN WORLDWIDE, INC., SWI HOLDINGS, INC., and THE SELLERS (AS IDENTIFIED HEREIN) Dated as of December 21, 2010 (March 31st, 2011)

This EARNOUT AGREEMENT (this Agreement) is made as of the 21st day of December, 2010, by and among OXFORD INDUSTRIES, INC., a Georgia corporation (the Purchaser); SUGARTOWN WORLDWIDE, INC., a Pennsylvania corporation (the Company); SWI HOLDINGS, INC., a Delaware corporation (Holdco); and the Persons listed under the heading Sellers on the signature pages hereto (the Sellers). The Purchaser, the Company, Holdco and the Sellers are sometimes individually referred to herein as a Party and collectively as the Parties.

Inland Diversified Real Estate Trust, Inc. – Earnout Agreement (March 17th, 2011)

This EARNOUT AGREEMENT (this Earnout Agreement) is made this 11th day of March, 2011, and entered into by and among REAMES INVESTORS, L.L.C., a North Carolina limited liability company (Seller), and INLAND DIVERSIFIED CHARLOTTE NORTHCREST, L.L.C., an Delaware limited liability company (Purchaser).

Inland Diversified Real Estate Trust, Inc. – Earnout Agreement (March 17th, 2011)

This EARNOUT AGREEMENT (this Earnout Agreement) is made this 11th day of March, 2011, and entered into by and among PRATTCENTER, LLC, an Alabama limited liability company (Seller), and INLAND DIVERSIFIED PRATTVILLE LEGENDS, L.L.C., an Delaware limited liability company (Purchaser).

Earnout Agreement (March 16th, 2011)

THIS EARNOUT AGREEMENT (this "Agreement") is entered into as of October 25, 2010, by and among Avatar Holdings Inc. (the "Issuer"), Avatar Properties Inc., a wholly owned subsidiary of the Issuer (the "Purchaser"), JEN I, L.P., a Delaware limited partnership and Jen Residential LP, a Delaware limited partnership (collectively, the "Recipients", and collectively with the Issuer and the Purchaser, the "Parties"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Master Transaction Agreement.

EARNOUT AGREEMENT by and Among OXFORD INDUSTRIES, INC., SUGARTOWN WORLDWIDE, INC., SWI HOLDINGS, INC., and THE SELLERS (AS IDENTIFIED HEREIN) Dated as of December 21, 2010 (December 21st, 2010)

This EARNOUT AGREEMENT (this Agreement) is made as of the 21st day of December, 2010, by and among OXFORD INDUSTRIES, INC., a Georgia corporation (the Purchaser); SUGARTOWN WORLDWIDE, INC., a Pennsylvania corporation (the Company); SWI HOLDINGS, INC., a Delaware corporation (Holdco); and the Persons listed under the heading Sellers on the signature pages hereto (the Sellers). The Purchaser, the Company, Holdco and the Sellers are sometimes individually referred to herein as a Party and collectively as the Parties.

Earnout Agreement (September 14th, 2010)

This Earnout Agreement (this Agreement) is made and entered into as of , 2010 by and between STSF Holdings LLC, a Delaware limited liability company (the Seller), and TreeHouse Foods, Inc., a Delaware corporation (the Buyer).

Deer Valley Corp – Second Amendment to Earnout Agreement (March 31st, 2010)

This Second Amendment dated February 26, 2010 (the Second Amendment), amends the Earnout Agreement dated as of January 18, 2006, by and between Joel Stephen Logan, II, Charles L. Murphree, Jr., John Steven Lawler, James David Shaw, William Joseph Aycock, Jr., Jerry Ray Cooper, Jr., Timothy Wayne Gann, and Jimmy Ray Hawkins (individually, a Seller and collectively, the Sellers), Deer Valley Homebuilders, Inc., an Alabama corporation (DVHB), and Deer Valley Corporation, a Florida corporation (Deer Valley), as successor to DeerValley Acquisitions Corp., a Florida corporation, as such Earnout Agreement was amended by that certain First Amendment dated November 19, 2007 (the First Amendment) The term Earnout Agreement, as used herein, means the Earnout Agreement, as amended, modified or restated. All capitalized terms not otherwise defined herein have the meaning ascribed to them in the Earnout Agreement.

Alon Refining Krotz Springs, Inc. – [***] Denotes Confidential Materials Omitted and Filed Separately With the Securities and Exchange Commission Pursuant to a Request for Confidential Treatment Earnout Agreement (January 12th, 2010)

This Earnout Agreement (this Agreement), is made, entered into and effective as of July 3, 2008 (the Effective Date), by and between Valero Refining and Marketing Company, a Delaware corporation (Seller) and Alon Refining Krotz Springs, Inc., a Delaware corporation (Buyer).

Alon Refining Krotz Springs, Inc. – [***] Denotes Confidential Materials Omitted and Filed Separately With the Securities and Exchange Commission Pursuant to a Request for Confidential Treatment First Amendment to Earnout Agreement (January 12th, 2010)

This First Amendment to Earnout Agreement (this Amendment) is entered into effective as of August 27, 2009 (the Amendment Effective Date), by and between VALERO REFINING AND MARKETING COMPANY, a Delaware corporation (Seller) and ALON REFINING KROTZ SPRINGS, INC., a Delaware corporation (Buyer).

FPIC Insurance Group, Inc. – Earnout Agreement (November 18th, 2009)

This EARNOUT AGREEMENT (this "Agreement") is made as of the 13th day of November, 2009, by and among FPIC Insurance Group, Inc., a Florida corporation ("FIG"), First Professionals Insurance Company, Inc., a Florida stock insurance company and a wholly owned subsidiary of FIG ("FPIC" and, collectively with FIG, "Buyer") and Mark E. Adams and Timothy P. Reardon, as Stockholders Representative (collectively, the "Stockholders Representative").

Alon USA – [***] Denotes Confidential Materials Omitted and Filed Separately With the Securities and Exchange Commission Pursuant to a Request for Confidential Treatment First Amendment to Earnout Agreement (November 6th, 2009)

This First Amendment to Earnout Agreement (this Amendment) is entered into effective as of August 27, 2009 (the Amendment Effective Date), by and between VALERO REFINING AND MARKETING COMPANY, a Delaware corporation (Seller) and ALON REFINING KROTZ SPRINGS, INC., a Delaware corporation (Buyer).

FPIC Insurance Group, Inc. – Earnout Agreement (July 30th, 2009)

This EARNOUT AGREEMENT (this "Agreement") is made as of the __ th day of ____, 20__, by and among FPIC Insurance Group, Inc., a Florida corporation ("FIG"), First Professionals Insurance Company, Inc., a Florida stock insurance company and a wholly owned subsidiary of FIG ("FPIC" and, collectively with FIG, "Buyer") and Mark E. Adams and Timothy P. Reardon, as Stockholders Representative (collectively, the "Stockholders Representative").

Amended and Restated Earnout Agreement (December 29th, 2008)

This Amended and Restated Earnout Agreement (Agreement) is made and entered into as of April 10, 2008, among Agilysys, Inc., an Ohio corporation (Parent), Agilysys NJ, Inc., a New Jersey corporation and wholly-owned subsidiary of Parent (f/k/a Innovative Systems Design, Inc. d/b/a Innovativ Systems Design, Inc.) (the Company or the Surviving Corporation), each of Anthony Mellina, David Vogelzang and Frank G. Batula (the Remaining Sellers) and, solely for purposes of acting as the representative for the Remaining Sellers, Anthony Mellina (the Seller Representative).

TheGlobe – Earnout Agreement (October 3rd, 2008)

This Earnout Agreement ("Agreement") is entered into this 29th day of September, 2008, by and between theglobe.com, Inc., a Delaware corporation ("Parent"), and Tralliance Registry Management Company, LLC, a Florida limited liability company ("Buyer").

Alon USA – [***] Denotes Confidential Materials Omitted and Filed Separately With the Securities and Exchange Commission Pursuant to a Request for Confidential Treatment Earnout Agreement (August 8th, 2008)

This Earnout Agreement (this Agreement), is made, entered into and effective as of July 3, 2008 (the Effective Date), by and between Valero Refining and Marketing Company, a Delaware corporation (Seller) and Alon Refining Krotz Springs, Inc., a Delaware corporation (Buyer).

Kulicke and Soffa Industries, Inc. – Earnout Agreement (July 31st, 2008)

This EARNOUT AGREEMENT (this Agreement) is entered into this 31st day of July, 2008 by and between Orthodyne Electronics Corporation (Orthodyne) and Kulicke and Soffa Industries, Inc. (the Company, and together with Orthodyne, the Parties). The Parties are entering into this Agreement in connection with Orthodynes sale of the Purchased Assets to the Company, pursuant to an Asset Purchase Agreement, dated as of July 31, 2008, by and among Orthodyne and the Company (the Purchase Agreement). Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Purchase Agreement.

TheGlobe – Earnout Agreement (June 13th, 2008)

This Earnout Agreement ("Agreement") is entered into this 10th day of June, 2008, by and between theglobe.com, Inc., a Delaware corporation ("Parent"), and The Registry Management Company, LLC, a Florida limited liability company ("Buyer").

Deer Valley Corp – First Amendment to Earnout Agreement (November 21st, 2007)

This First Amendment dated November 19, 2007 (the "Amendment"), amends the Earnout Agreement dated as of January 18, 2006, by and between Joel Stephen Logan, II, Charles L. Murphree, Jr., John Steven Lawler, James David Shaw, William Joseph Aycock, Jr., Jerry Ray Cooper, Jr., Timothy Wayne Gann, and Jimmy Ray Hawkins (individually, a "Seller" and collectively, the "Sellers"), Deer Valley Homebuilders, Inc., an Alabama corporation ("DVHB"), and Deer Valley Corporation, a Florida corporation ("Deer Valley"), as successor to DeerValley Acquisitions Corp., a Florida corporation (the "Earnout Agreement").

Kratos Defense & Security Solutions – Earnout Agreement (July 12th, 2007)

This Earnout Agreement (this Agreement) is dated as of July [ ], 2007, by and between Wireless Facilities, Inc., a Delaware corporation (Seller), and Burgundy Acquisition Corporation, a Delaware corporation (Purchaser). Seller and Purchaser are sometimes individually referred to herein as a Party and collectively as the Parties.

Earnout Agreement (November 13th, 2006)

This Earnout Agreement (Agreement) is entered into this 7th day of November, 2006, by and among Halliburton West Africa, Ltd., a Cayman limited company (HWAL), Halliburton Energy Services Nigeria Limited, a Nigerian corporation (HESNL and together with HWAL, Seller) and Hercules Oilfield Services Ltd., a Cayman limited company (Buyer).

Deer Valley Corp – Contract (February 21st, 2006)

EXHIBIT 10.3 EARNOUT AGREEMENT ----------------- This Earnout Agreement ("Agreement") is entered into this day of --------- ----- January, 2006, by and between Joel Stephen Logan, II, Charles L. Murphree, Jr., John Steven Lawler, James David Shaw, William Joseph Aycock, Jr., Jerry Ray Cooper, Jr., Timothy Wayne Gann, and Jimmy Ray Hawkins (individually, a "Seller" ------ and collectively, the "Sellers"), Deer Valley Homebuilders, Inc., an Alabama ------- corporation ("Deer Valley"), and DeerValley Acquisitions Corp., a Florida ------------ corporation (the "Buyer"). ----- RECITALS A. Pursuant to the Common Stock Purchase Agreement dated November 1,

Deer Valley Corp – Contract (February 15th, 2006)

EXHIBIT 10.3 EARNOUT AGREEMENT ----------------- This Earnout Agreement ("Agreement") is entered into this day of --------- ----- January, 2006, by and between Joel Stephen Logan, II, Charles L. Murphree, Jr., John Steven Lawler, James David Shaw, William Joseph Aycock, Jr., Jerry Ray Cooper, Jr., Timothy Wayne Gann, and Jimmy Ray Hawkins (individually, a "Seller" ------ and collectively, the "Sellers"), Deer Valley Homebuilders, Inc., an Alabama ------- corporation ("Deer Valley"), and DeerValley Acquisitions Corp., a Florida ------------ corporation (the "Buyer"). ----- RECITALS A. Pursuant to the Common Stock Purchase Agreement dated November 1,

New Frontier Media, Inc. – Contract (February 13th, 2006)

EXHIBIT 10.2 EARNOUT AGREEMENT THIS EARNOUT AGREEMENT (this "Agreement") dated as of February 10, 2006, is entered into by and among New Frontier Media, Inc, a Colorado corporation (the "Company"), Marc Laurence Greenberg, an individual ("Greenberg"), Richard B. Goldberg, an individual ("Goldberg"), Marc Laurence Greenberg Trust dated May 11, 2001, and Goldberg Family Trust dated June 15, 2001 (collectively, the "Trusts") (the Trusts are referred to herein from time to time in the singular as a "Seller, and collectively as the "Sellers" and Greenberg and Goldberg are referred to collectively as the "Employees"). RECITALS WHEREAS, the Company, Employees, and Sellers are parties to that certain Stock Purchase Agreement dated as of February 6, 2006 (the "Purchase Agreement"); and WHEREAS, the Employees are parties to certain employment agreements with the Company dated as of even d

Micronetics, Inc. – Amendment No. 1 to Earnout Agreement (February 10th, 2006)

This Amendment No. 1 to Earnout Agreement (this Amendment) is made and entered into as of February 9, 2006 by and among MICRONETICS, INC., a Delaware corporation (Micronetics); STEALTH MICROWAVE, INC., a Delaware corporation (Stealth); and Stephen N. Barthelmes Sr., Stephen N. Barthelmes Jr., and Brian E. Eggleston as the representatives of the Sellers (the Sellers Committee).

Deer Valley Corp – Contract (January 25th, 2006)

EXHIBIT 10.3 EARNOUT AGREEMENT ----------------- This Earnout Agreement ("Agreement") is entered into this day of --------- ----- January, 2006, by and between Joel Stephen Logan, II, Charles L. Murphree, Jr., John Steven Lawler, James David Shaw, William Joseph Aycock, Jr., Jerry Ray Cooper, Jr., Timothy Wayne Gann, and Jimmy Ray Hawkins (individually, a "Seller" ------ and collectively, the "Sellers"), Deer Valley Homebuilders, Inc., an Alabama ------- corporation ("Deer Valley"), and DeerValley Acquisitions Corp., a Florida ------------ corporation (the "Buyer"). ----- RECITALS A. Pursuant to the Common Stock Purchase Agreement dated November 1,

Micronetics, Inc. – Earnout Agreement (June 16th, 2005)

This Earnout Agreement (Agreement) is made and entered into as of June 10, 2005 by and among MICRONETICS, INC., a Delaware corporation (Micronetics); STEALTH MICROWAVE, INC., a New Jersey corporation (Stealth); the undersigned former stockholders of Stealth (collectively, the Sellers); and Stephen N. Barthelmes Sr., Stephen N. Barthelmes Jr., and Brian E. Eggleston as the representatives of the Sellers (the Sellers Committee).

Earnout Agreement (April 26th, 2005)

This Earnout Agreement (this Agreement) is made as of the 22nd day of April, 2005, by and among the Sellers, Heritage Partners Management Company, LLP, a Delaware limited liability partnership, as the Representative (the Representative), and Brown Shoe Company, Inc., a New York corporation (the Buyer).

Contract (March 14th, 2005)