Common use of Sale of Company Clause in Contracts

Sale of Company. In the event of a merger, consolidation, liquidation, dissolution or winding up of the Company, the sale of all or substantially all of the Company’s assets, or a repurchase of any common or preferred stock (collectively a “Material Event”), Company will pay Executive: (i) a management fee equal to 1.0% of any gross proceeds derived from any of the foregoing transactions based on a valuation of the Company up to Thirty Million Dollars ($30,000,000), plus 2% of any gross proceeds derived from any of the foregoing transactions based on a valuation of the Company equal to or greater than Thirty Million Dollars ($30,000,000); and (ii) all amounts of compensation owing to Executive, including but not limited to, Deferred Compensation and Deferred Bonus, each of which shall be calculated and pro-rated for any partial calendar year. All such amounts will be considered senior debt, and payable prior to any other distributions.