Earnout provisions are contractual clauses within a purchase agreement that secure additional compensation to the seller after close. An earnout provision makes the purchase price (typically, some part of it) payable in the future dependent on the buyer's financial performance.An earnout is a form of contingent, deferred consideration that is often utilized to reconcile a difference of opinions between the buyer and the seller. The earnout provision requires the buyer to pay an additional amount in purchase price after the closing of the sale, if after the closing the company achieves. Purchase Agreement: The parties (typically, the buyer's counsel) begin preparing the purchase agreement and earnout agreement during the due diligence period.