Change of Control

Change of Control

For purposes of this Agreement, a “Change of Control” means:

1. The sale or transfer of more than fifty percent (50%) of the voting control of N3XRA;
2. A merger or similar transaction after which the existing controlling owners no longer retain majority voting control;
3. The sale of substantially all assets of N3XRA;
4. The sale or transfer of a covered product or business line, including N3XRA Records; or
5. The transfer of substantially all qualifying customer accounts associated with the Partner’s commissions.

A financing transaction or minority investment that does not transfer majority control will not constitute a Change of Control.

Accrued Commissions

All commissions earned from customer payments collected before the effective date of the Change of Control will remain payable under the ordinary payment schedule.

Assumption by Successor

A successor may assume this Agreement by agreeing in writing to continue the Partner’s economic rights on materially equivalent terms. The successor may offer modified terms, but those modified terms will apply only if affirmatively accepted by the Partner in writing.

Payment if Agreement Is Not Assumed

If the successor does not assume this Agreement on materially equivalent terms, future commissions will terminate on the effective date of the Change of Control. N3XRA will pay the Partner a one-time Change-of-Control Payment equal to six (6) times the Partner’s Average Monthly Commission.

“Average Monthly Commission” means the Partner’s total eligible commissions earned during the six (6) complete calendar months immediately preceding the Change of Control, divided by the number of complete calendar months included in that period.

For a Partner with fewer than six (6) complete calendar months of commission history, the calculation will use the complete calendar months available. A Partner must have at least one complete calendar month of eligible commission history to qualify for the Change-of-Control Payment.

The calculation will be based only on collected customer revenue and will exclude refunds, chargebacks, fraudulent transactions, unpaid amounts, delinquent accounts, canceled accounts, free accounts, and referrals that do not meet the Program’s eligibility requirements.

Commissions associated with prepaid recurring subscriptions will be allocated proportionately across the months covered by the customer payment. One-time service or project commissions will not be included unless the applicable Partner Plan expressly provides otherwise.

Protection During a Pending Transaction

Any material reduction in commission rates or eligibility rules adopted after N3XRA enters into a signed letter of intent, exclusivity agreement, or definitive agreement relating to the Change of Control will be disregarded when calculating the Change-of-Control Payment, unless the change increases the Partner’s payment.

Responsibility and Timing

N3XRA will remain responsible for the Change-of-Control Payment unless the successor expressly assumes that obligation in writing. The payment will be made no later than thirty (30) days after completion of the Change of Control.

Survival

The obligations contained in this section will survive termination, expiration, assignment, or transfer of this Agreement.