A deferred, performance-linked payment where part of the purchase price is released only if the target hits agreed post-closing revenue or EBITDA milestones.

Buyer Example

Buyer acquiring a Bengaluru D2C skincare brand pays ₹12 Cr upfront against a ₹20 Cr headline valuation, structuring the remaining ₹8 Cr as a 24-month earnout tied to hitting ₹15 Cr revenue in Year 2 — protecting the buyer from founder growth projections that don't materialize once the founder's day-to-day influence reduces post-exit.

Related terms in Deal Structuring & Commercial Terms