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. Part 3 of the life cycle of a deal series examines the logistics of drafting a purchase agreement for an acquisition, its key provisions and objectives.Earnout provisions are contractual clauses within a purchase agreement that secure additional compensation to the seller after close. An earnout is a negotiated payment arrangement over time between a buyer and seller. The seller agrees to receive at least part of the purchase price.