🇺🇸Reliance’s deal includes up to $750,000 in revenue-linked earnouts and $600,000 in potential consulting shares for Oblivus’s founder.

The earnout consists of two possible cash payments of $375,000 each. The first requires average monthly platform cash revenue of at least $79,000 during the first six months after closing; the second requires at least $120,000 during the following six months.

The first milestone payment was placed in escrow with Acquiom Clearinghouse LLC, but neither milestone is assured. Until the second milestone period ends, the buyer must use commercially reasonable efforts to develop the platform and must not intentionally divert its revenue; the seller and founder also face two-year non-competition and non-solicitation covenants.

Founder Matthew Antoun’s separate twelve-month consulting arrangement provides $250,000 in cash, payable monthly, plus eligibility for common shares worth up to $600,000. Of that equity amount, $50,000 is issuable within 30 days of closing, while the balance depends on Reliance shares closing at or above $5, $7 and $10 for three consecutive trading days, respectively, subject to board approval; these potential consulting issuances are distinct from the all-cash asset purchase.

Antoun’s responsibilities include business development, supply procurement, customer acquisition, transaction negotiations and strategic advice, without authority to bind Reliance. Reliance also holds an optional right to invest up to $500,000 in Skyportal, while general-representation indemnification has a $30,000 basket, after which liability begins from the first dollar, and a $375,000 cap.