RECITALSEarnout Agreement • February 22nd, 2006 • Edgewater Technology Inc/De/ • Services-computer programming, data processing, etc. • Delaware
17(c)(8) EARNOUT AGREEMENT Earnout Agreement, dated as of June 9, 2000, between Saratoga Beverage Group, Inc., a Delaware corporation (the "Company"), and STEVEN BOGEN (the "Stockholder"). WHEREAS, the Company and the Stockholder are parties to the...Earnout Agreement • June 20th, 2000 • Saratoga Beverage Group Inc • Bottled & canned soft drinks & carbonated waters • New York
EX-10.1 3 d751304dex101.htm EX-10.1 EXECUTION VERSION 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 PageEarnout Agreement • May 5th, 2020 • Delaware
EARNOUT AGREEMENTEarnout Agreement • March 17th, 2011 • Inland Diversified Real Estate Trust, Inc. • Real estate investment trusts • North Carolina
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”).
EX-2.2 3 dex22.htm EARNOUT AGREEMENT EARNOUT AGREEMENTEarnout Agreement • May 5th, 2020 • New Jersey
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”).
DENOTES CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT EARNOUT AGREEMENTEarnout Agreement • January 12th, 2010 • Alon Refining Krotz Springs, Inc. • Petroleum refining • Texas
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”).
EX-2.2 3 d890033dex22.htm EX-2.2 Execution Copy EARNOUT AGREEMENTEarnout Agreement • May 5th, 2020 • Delaware
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.”
DENOTES CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FIRST AMENDMENT TO EARNOUT AGREEMENTEarnout Agreement • January 12th, 2010 • Alon Refining Krotz Springs, Inc. • Petroleum refining
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”).
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, 2010Earnout Agreement • March 31st, 2011 • Oxford Industries Inc • Men's & boys' furnishgs, work clothg, & allied garments • New York
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 AGREEMENTEarnout Agreement • March 16th, 2011 • Avatar Holdings Inc • Operative builders • New York
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.
EX-10.3 2 dex103.htm EARNOUT AGREEMENT, DATED NOVEMBER 7, 2006 EARNOUT AGREEMENTEarnout Agreement • May 5th, 2020 • Texas
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”).
RECITALSEarnout Agreement • May 9th, 2006 • Genesis Energy Lp • Wholesale-petroleum bulk stations & terminals • Mississippi
EX-10.5 8 a17-27887_2ex10d5.htm EX-10.5 EXECUTION VERSION EARNOUT AGREEMENTEarnout Agreement • May 5th, 2020 • Delaware
This EARNOUT AGREEMENT (this “Agreement”) is entered into as of November 29, 2017 by and among Sapphire Holding S.à r.l., a Luxembourg société à responsabilité limitée (“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.”
EX-10.3 4 dex103.htm EARN-OUT AGREEMENT EARNOUT AGREEMENTEarnout Agreement • May 5th, 2020 • California
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 Orthodyne’s 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.
EX-2.3 2 dex23.htm EARNOUT AGREEMENT Execution Copy EARNOUT AGREEMENTEarnout Agreement • May 5th, 2020 • Delaware
THIS EARNOUT AGREEMENT (this “Agreement”) is entered into as of December 31, 2009, by and among Edgewater Technology, Inc., a Delaware corporation (the “Parent”), Edgewater Technology-Fullscope, Inc., a Delaware corporation (“Merger Sub”), Fullscope, Inc., a Delaware corporation (the “Company”), and the Designated Agent, on behalf of the Agent Committee and the Stockholders.
EARNOUT AGREEMENTEarnout Agreement • October 3rd, 2008 • Theglobe Com Inc • Services-advertising • Florida
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”).
AMENDED AND RESTATED EARNOUT AGREEMENTEarnout Agreement • September 28th, 2022 • SIGNA Sports United N.V. • Retail-miscellaneous shopping goods stores • Delaware
This AMENDED AND RESTATED EARNOUT AGREEMENT, effective as of September 28, 2022 (as it may from time to time be amended, this “Agreement”), is entered into by and among SIGNA Sports United N.V., a Dutch public limited liability company (“TopCo”), Olympics I Merger Sub, LLC, a Cayman Islands limited liability company (“Olympics I Merger Sub”) as the surviving entity following the merger between Olympics I Merger Sub and Yucaipa Acquisition Corporation, a Cayman Islands exempted company (“Yucaipa”) on the Closing Date (as defined below) and SIGNA Sport Projektbeteiligung AG, a Swiss stock corporation (the “Holder” and together with Olympics I Merger Sub and TopCo, the “Parties” and each a “Party”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
EARNOUT AGREEMENT by and between DENTAL HOLDING, LLC and CANTEL MEDICAL CORP. Dated as of July 29, 2019Earnout Agreement • July 30th, 2019 • Cantel Medical Corp • Surgical & medical instruments & apparatus • Delaware
EARNOUT AGREEMENT, dated as of July 29, 2019 (this “Agreement”), by and between Dental Holding, LLC, a Delaware limited liability company (the “Seller”), and Cantel Medical Corp., a Delaware corporation (the “Purchaser”).
EARNOUT AGREEMENTEarnout Agreement • September 24th, 2001 • Alliance Data Systems Corp • Services-computer processing & data preparation • Texas
THIS EARNOUT AGREEMENT (this “Agreement”), dated as of September 1, 2001 (the “Closing Date”), is made by and between ADS MB Corporation, a Delaware corporation (“Buyer”) and Mail Box Capital Corporation, a Delaware corporation (“Seller”). Buyer and Seller are sometimes collectively referred to as the “Parties,” and individually referred to as a “Party.”
FORM OF EARNOUT AGREEMENTEarnout Agreement • October 24th, 2022 • International Media Acquisition Corp. • Blank checks • Delaware
This Earnout Agreement (this “Agreement”), dated as of October 22, 2022, is entered into by and between Risee Entertainment Holdings Private Limited, a private company incorporated in India, having its registered office at 502, Plot No. 91/94, Prabhat Colony, Santa Cruz (East) Mumbai 400 055 (the “Seller”), Reliance Entertainment Studios Private Limited, a private company incorporated in India, having its registered office at 8th Floor , 801/802 Lotus Grandeur, Veera Desai Road Ext, Oshiwara, Andheri West, Mumbai 400 053 (“Company”), and International Media Acquisition Corp., a Delaware corporation (“Parent”). The Seller, the Company, and the Parent are referred to herein each as a “Party” and together the “Parties”.
ContractEarnout Agreement • March 14th, 2005 • Brown Shoe Co Inc • Footwear, (no rubber)
EARNOUT AGREEMENTEarnout Agreement • October 7th, 2004 • Edgewater Technology Inc/De/ • Services-computer programming, data processing, etc. • Delaware
THIS EARNOUT AGREEMENT (this “Agreement”) is entered into as of October 4, 2004, by and among Edgewater Technology – Ranzal, Inc., a Delaware corporation (“Buyer”), Ranzal and Associates, Inc., a New York corporation (the “Seller”), Robin Ranzal-Knowles (“Knowles”) and Theodore Ranzal (each such person is individually referred to as a “Stockholder” and such persons are collectively referred to as the “Stockholders”).
EARNOUT AGREEMENTEarnout Agreement • August 4th, 2021 • Nextier Oilfield Solutions Inc. • Oil & gas field services, nec • Texas
This EARNOUT AGREEMENT (this “Agreement”) is made as of the [___] day of August, 2021, by and among NEXTIER COMPLETION SOLUTIONS INC., a Delaware corporation (the “Purchaser”), and ALAMO FRAC HOLDINGS, LLC, a Texas limited liability company (the “Seller”).
FORM OF EARNOUT AGREEMENTEarnout Agreement • July 1st, 2021 • Marijuana Co of America, Inc. • Medicinal chemicals & botanical products • Nevada
This EARNOUT AGREEMENT (this “Agreement”) is entered into this 28th day of June, 2021, by and between Beach Labs, Inc. (“Beach Labs”) and Marijuana Company of America, Inc. (the “Company,” and together with Beach Labs, the “Parties”). The Parties are entering into this Agreement in connection with Beach Labs’s sale of cDistro, Inc. (cDistro”) to the Company, pursuant to an Agreement and Plan of Merger dated as of June 28, 2021, by and among cDistro, Beach Labs and the Company (the “Merger Agreement”). Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Merger Agreement.
EARNOUT AGREEMENTEarnout Agreement • June 25th, 2020 • Muliang Agritech, Inc. • Agricultural chemicals • New York
This Earnout Agreement (“Agreement”) is made and entered into as of June 19, 2020 by and among Muliang Agritech, Inc., a Nevada corporation (“Muliang”); Viagoo Pte Ltd., a Singapore company (“Viagoo”); the undersigned being former stockholders of Viagoo (collectively, the “Sellers”).
EARNOUT AGREEMENTEarnout Agreement • December 22nd, 2015 • Edgewater Technology Inc/De/ • Services-computer programming, data processing, etc. • Delaware
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.”
FIRST AMENDMENT TO EARNOUT AGREEMENTEarnout Agreement • April 4th, 2013 • Oxford Industries Inc • Men's & boys' furnishgs, work clothg, & allied garments • New York
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 AGREEMENTEarnout Agreement • August 1st, 2023 • Priority Technology Holdings, Inc. • Services-business services, nec • Delaware
This Earnout Agreement (this “Agreement”) is entered into as of July 31, 2023, by and among Plastiq, Powered by Priority, LLC, a Delaware limited liability company (“Buyer”), Plastiq Inc., PLV Inc., and Nearside Business Corp. (collectively, “Sellers”), Blue Torch Finance LLC, a Delaware limited liability company, in its capacity as administrative agent and collateral agent for the Lenders (as defined below; “Blue Torch”), and, solely for purposes of Section 4(a), Priority Holdings, LLC, a Delaware limited liability company (“Parent”). Buyer, Sellers and Blue Torch each are a “Party” and are sometimes collectively referred to herein as the “Parties.” Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement (as hereinafter defined).
EARNOUT AGREEMENTEarnout Agreement • March 17th, 2020 • Clancy Systems International Inc /Co/ • Services-prepackaged software • Delaware
THIS EARNOUT AGREEMENT (this “Agreement”) is made as of the 9th March, 2020, by and among Clancy Systems International Inc., a Colorado corporation, whose address is 22 Baltimore Road, Rockville, Maryland 20850 (“Buyer”), ARKE TECH S.A.P.I DE C.V. a Mexican corporation (“Seller”), and Hyperion Digital Group S.R.L. DE C.V., a Mexican company (the “Company”). Company, Buyer and Seller are collectively referred to herein as the “Parties”.
Pegasus Digital Mobility Acquisition Corp. AND PEGASUS TOPCO B.V., AND ANETTE SCHMID AND CHRISTIAN SCHMID EARNOUT AGREEMENTEarnout Agreement • January 29th, 2024 • Pegasus Digital Mobility Acquisition Corp. • Blank checks • New York
THIS EARNOUT AGREEMENT, effective as of January 29, 2024 (this “Agreement”), is entered into by and among Pegasus TopCo B.V., a Dutch private limited liability company, (“TopCo”) to be converted into a public limited liability company and renamed Schmid Group N.V. promptly following the share exchange contemplated by the Business Combination Agreement (as defined below), Christian Schmid and Anette Schmid (together the "Holders" individually each a “Holder”) and Pegasus Digital Mobility Acquisition Corp., a Cayman Islands exempted company (“Pegasus”, together with TopCo and the Holders, the “Parties” and each a “Party”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
EARNOUT AGREEMENTEarnout Agreement • September 16th, 2024 • Farmhouse, Inc. /Nv • Services-computer programming, data processing, etc. • Nevada
THIS EARNOUT AGREEMENT (this “Agreement”) is made as of the September 10, 2024, by and among Farmhouse Inc., a Nevada Corporation (“Buyer”), Nappy Dranks, LLC a Delaware limited liability company ("Nappy Boy"), and GSB Holdings, LLC, a Nevada limited liability company ("GSB" and, together with Nappy Boy, “Sellers”), and Thrown, LLC, a Delaware limited liability company (the “Company”). Company, Buyer and Sellers are collectively referred to herein as the “Parties”.
WITNESSETHEarnout Agreement • December 19th, 2001 • Serologicals Corp • Biological products, (no disgnostic substances) • Georgia
EARNOUT AGREEMENTEarnout Agreement • August 19th, 2015 • Edgewater Technology Inc/De/ • Services-computer programming, data processing, etc. • Delaware
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.”
Earnout AgreementEarnout Agreement • July 12th, 2007 • Wireless Facilities Inc • Communications services, nec • New York
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.”
AMENDMENT TO EARNOUT AGREEMENTEarnout Agreement • July 27th, 2023 • Sunnova Energy International Inc. • Electric & other services combined • Florida
This is an amendment agreement (this “Agreement”) dated June 22, 2023, amending the Earnout Agreement dated as of February 17, 2021 (the “Earnout Agreement”) by and between LEN X, LLC, a Florida limited liability company, and Sunnova Energy International Inc., a Delaware corporation, as follows:
