Membership Interest Transfer Agreement

Clawback Clause

Posted by @hackercounsel

In the event of the offer and acceptance of any definitive agreement for the sale of a controlling interest in the Company, or the sale of all or substantially all of the assets of the Company following the date hereof (a “Qualifying Sale”), Transferor will have the right to thirty three percent (33%) (the “Clawback Amount”) of any consideration paid to Transferee in connection therewith. In the event that any interest in the Company is transferred for securities or any interest in another entity , it is specified that the Clawback Amount payable to Transferor shall be in cash, calculated upon the fair market valuation of the Company established in the Qualifying Sale, including all deductions and discounts applicable to the valuation of a private company without freely transferable shares. It is further specified that any transfer of minority interests in the Company by Transferee shall not constitute a Qualifying Sale.


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