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Also known as: earn-out, contingent payment

Earnout

TechnicalLegalOperations

Definition

Earnout: An earnout is a portion of an acquisition price paid contingent on the acquired company hitting future performance targets. Earnouts bridge valuation gaps between buyer and seller expectations and incentivize founders to stay and perform post-acquisition.

Example Usage

β€œThe $50M acquisition included a $20M earnout based on hitting revenue targets over two years.”

Common Misconceptions

Earnouts are guaranteed if you perform. Integration issues often make hitting targets difficult.
Earnouts are standard. Many founders prefer lower certain prices over higher uncertain earnouts.
You control earning the earnout. Post-acquisition, the buyer controls resources and decisions.

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