Buyer shall make the third Earn-Out Payment to Seller on the first business day of the fortieth month after the Closing Date. This drafting guide for an acquisition agreement details earn-out provisions and instances when these components should be negotiated.An earnout provision makes the purchase price (typically, some part of it) payable in the future dependent on the buyer's financial performance. An earn-out works as a mechanism that allows the buyer to defer a portion of the purchase price until the occurrence or failure of a predetermined metric. The Asset Purchase Agreement is filed as an exhibit to this report in order to provide investors and shareholders with information regarding its terms. In short, an earnout provision allows the seller to maintain an interest in the company postclose while the buyer gets a lower purchase price. Seller's interest in the Property includes: (1) Loss.