# EARN-OUT AGREEMENT
Date: 18 March 2035
Parties: Pinehaven Systems Ltd and Marcus Vale
## 1. Purpose and parties
This earn-out agreement is made on 18 March 2035 between Pinehaven Systems Ltd, company number 15264018, of 4 Meridian Way, Reading RG1 3EU, and Marcus Vale of 19 Cedar Rise, Oxford OX2 8LF. It supplements the share purchase agreement completed on that date, under which Pinehaven acquired Vale Analytics Ltd.
## 2. Facts, scope and terms
Marcus will remain as a consultant for the 24-month earn-out period ending 17 March 2037. Pinehaven will calculate adjusted revenue from the acquired analytics product using consistent accounting policies, excluding VAT, intra-group sales, acquisitions and extraordinary items, and will provide reasonable access to supporting records.
## 3. Process and responsibilities
For the first measurement year, Marcus earns £30,000 if adjusted revenue is at least £600,000 and £15,000 if it is £450,000 to £599,999; below £450,000 earns nothing for that year. For the second year the thresholds are £720,000 and £540,000, with maximum and partial payments respectively of £36,000 and £18,000. The maximum total is £66,000.
## 4. Evidence, records and safeguards
Pinehaven must operate the product in good faith and must not deliberately divert revenue or allocate costs for the principal purpose of defeating the earn-out. It may make ordinary commercial decisions, change pricing and integrate the business, and no forecast or minimum result is promised. Marcus must not misrepresent results or divert customers.
## 5. Review, escalation and outcome
Within 60 days after each measurement year, Pinehaven will give Marcus a calculation statement and pay any undisputed amount within 15 business days. Marcus may object with reasons within 20 business days, after which the parties will ask an independent chartered accountant to decide accounting issues only; the accountant's fees are shared unless the decision allocates them for unreasonable conduct.
## 6. Reservations and practical protections
An amount is payable only once and is not salary, dividend or consideration for additional shares. Marcus must supply valid payment details and deal with his own tax affairs; Pinehaven may make deductions required by law. On termination of the consultancy, accrued measurement rights remain, but fraud, serious misconduct or a restrictive-covenant breach may reduce or cancel an affected payment to the extent lawful.
## 7. England and Wales law and completion
This completed fictional agreement is governed by England and Wales law and is read with the share purchase agreement; inconsistent earn-out wording here prevails only for the calculation. It does not guarantee a valuation, employment status or tax treatment. Notices must be written to the stated addresses, and liability that cannot lawfully be excluded is not excluded.