Earnout Clauses Agreement

Company Letterhead

{{company_name}} {{company_address}} Phone: {{phone}} Email: {{email}} Website: {{website}}

Earnout Clauses Agreement

This Earnout Clauses Agreement (the "Agreement") is made and entered into as of {{agreement_date}} (the "Effective Date"), by and between:

{{buyer_company_name}}, a company duly incorporated and existing under the laws of {{buyer_jurisdiction}}, with its principal place of business at {{buyer_address}} (the "Buyer"), and

{{seller_company_name}}, a company duly incorporated and existing under the laws of {{seller_jurisdiction}}, with its principal place of business at {{seller_address}} (the "Seller").

Recitals

WHEREAS, Buyer and Seller have entered into a Share Purchase Agreement / Asset Purchase Agreement (the "Principal Agreement") dated {{principal_agreement_date}} for the acquisition of {{target_company_name}} (the "Target Business");

WHEREAS, a portion of the purchase price for the Target Business is contingent upon the achievement of certain financial performance targets by the Target Business during a specified period; and

WHEREAS, the parties desire to set forth the terms and conditions governing such contingent payments hereunder.

Earnout Period

The earnout period shall commence on {{earnout_start_date}} and shall end on {{earnout_end_date}} (the "Earnout Period").

Earnout Metrics and Targets

The earnout payments shall be based on the achievement of the following financial performance metrics and targets:

a) {{metric_1_name}} Target: {{metric_1_target}}

b) {{metric_2_name}} Target: {{metric_2_target}}

c) {{metric_3_name}} Target: {{metric_3_target}}

Further details on the calculation and verification of each metric are provided in Schedule A hereto.

Earnout Payment Calculation

If the Target Business achieves {{percentage_of_target}}% or more of the {{metric_1_name}} Target during the Earnout Period, the Seller shall be entitled to an earnout payment of {{earnout_payment_1_amount}}.

An additional earnout payment of {{earnout_payment_2_amount}} shall be payable if the Target Business achieves {{percentage_of_target_2}}% or more of the {{metric_2_name}} Target.

The maximum aggregate earnout payment payable under this Agreement shall not exceed {{maximum_earnout_amount}}.

Payment Terms

Earnout payments, if any, shall be calculated and paid within {{days_to_pay}} days following the end of the Earnout Period, specifically by {{payment_due_date}}.

Payment shall be made in {{currency}} to the bank account designated by the Seller in writing.

Financial Reporting and Access

During the Earnout Period, Buyer shall provide Seller with monthly/quarterly financial statements of the Target Business within {{reporting_days}} days after the end of each reporting period.

Seller shall have reasonable access to the financial records and personnel of the Target Business to verify the earnout calculations, subject to reasonable notice and confidentiality undertakings.

Covenants of the Buyer

During the Earnout Period, the Buyer covenants to operate the Target Business in a manner consistent with past practices and to use commercially reasonable efforts to achieve the earnout targets.

The Buyer shall not take any action intended to frustrate the achievement of the earnout targets.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of {{governing_jurisdiction}}.

Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be settled by arbitration in accordance with the rules of {{arbitration_institution}}.

Signatures

IN WITNESS WHEREOF, the parties have executed this Earnout Clauses Agreement as of the Effective Date.

____________________________ {{buyer_signatory_name}} {{buyer_signatory_title}} For and on behalf of {{buyer_company_name}}

____________________________ {{seller_signatory_name}} {{seller_signatory_title}} For and on behalf of {{seller_company_name}}