Change of Control Clauses

Standard clauses are present, triggering on acquisition of 50% or more of voting stock. No "poison pill" or unusually restrictive provisions were identified. Financial penalty for termination is set at 2% of the deal value, which is within industry norms.

Key Employee Retention

Retention agreements are in place for 3 out of 5 key executives. Agreements for the remaining two, including the CTO, are still under negotiation. This presents a moderate risk to knowledge transfer and operational continuity post-acquisition.

Risk Assessment

Overall contractual risk is low to moderate. The primary risk factor is the unsecured status of the CTO's retention agreement. It is recommended to finalize this agreement before proceeding with the acquisition.