Interest Transfer Agreement: Definition, Terms, Example
Jump to Section
What is an Interest Transfer Agreement?
An interest transfer agreement is a contract between two parties where one agrees to relinquish their interest in a company to another. This type of agreement is usually used to formally document the sale of certain business interests from one party to another. The contract states who the contract parties are, what the interests are that are being transferred, how much the transaction will cost, and when it will occur. This ensures that both contract parties fully understand each important aspect of the purchase and sale.
When legal complaints arise, the interest transfer agreement is vital to prove or disprove legal claims.
Common Sections in Interest Transfer Agreements
Below is a list of common sections included in Interest Transfer Agreements. These sections are linked to the below sample agreement for you to explore.
Interest Transfer Agreement Sample
Exhibit 10.13
MEMBERSHIP INTEREST TRANSFER AGREEMENT
THIS MEMBERSHIP INTEREST TRANSFER AGREEMENT (this “Agreement”) is made as of this 31st day of August, 2009, by and between LEAF Equipment Finance Fund 4, L.P., a Delaware limited partnership (“LEAF 4”), and LEAF Equipment Leasing Income Fund III, L.P., a Delaware limited partnership (“LEAF III”).
BACKGROUND
A. LEAF III owns 51% of the membership interests in LEAF Funding, LLC, a Delaware limited liability company (“LLC”).
B. LEAF 4 owns 49% of the membership interests in LLC.
C. LEAF III desires to sell, and LEAF 4 desires to purchase, membership interests of LLC in an amount equal to Eight Million Five Hundred Thousand Dollars of Net Equity (as defined below) in LLC pursuant and subject to the terms and conditions set forth herein. The foregoing membership interests to be transferred from LEAF III to LEAF 4 are sometimes hereinafter called the “Transferred Interests.”
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the mutual promises and covenants contained herein, LEAF 4 and LEAF III, intending to be legally bound, hereby agree as follows:
1. Sale and Purchase of Transferred Interests. Upon the terms and subject to the conditions set forth in this Agreement, LEAF III hereby irrevocably sells, assigns, transfers and delivers to LEAF 4, and LEAF 4 hereby purchases, all of LEAF III’s right, title and interest in and to the Transferred Interests, free and clear of all liens, encumbrances, security interests, pledges, options, claims and rights of others of any nature whatsoever. As of the date hereof, LEAF III and LEAF 4 estimate that the Transferred Interests equal 46%. As promptly as practicable, but no later than thirty (30) days from the date hereof, LEAF III shall deliver to LEAF 4 sufficient financial information to determine the exact amount of the Transferred Interests and thereafter Exhibit A to LLC’s limited liability company agreement shall be modified accordingly.
2. Consideration. The purchase price of the Transferred Interests shall be EIGHT MILLION FIVE HUNDRED THOUSAND DOLLARS ($8,500,000.00) (the “Purchase Price”). The Purchase Price shall be divided by the Net Equity of LLC to determined the exact amount of the Transferred Interests. The term “Net Equity” shall mean the total assets of LLC less the total liabilities of LLC (excluding derivative liabilities at fair value) as of the date hereof.
3. Costs. LEAF 4 and LEAF III shall be solely responsible for their own respective costs and expenses (including without limitation legal and accounting fees) incurred in connection with the transactions contemplated by this Agreement. It is acknowledged that there will be no broker’s commission, finder fee or similar fee payable in connection with this transaction.
4. Further Assurance. At any time and from time to time after the date hereof, LEAF 4 or LEAF III shall promptly execute and deliver all such further agreements, certificates, instruments and documents, or perform such further actions, as may be requested, in order to fully consummate the transactions contemplated hereby regarding the sale of the Transferred Interests and carry out the purposes and intent of this Agreement.
5. Entire Agreement. This Agreement and the other documents referred to herein constitute the entire agreement among the parties hereto with respect to the subject matter hereof and supersede all other prior and contemporaneous agreements and undertakings among the parties (whether oral or written) with respect to its subject matter.
6. Parties in Interest. This Agreement is binding upon, inures to the benefit of, and is enforceable by the parties hereto, and their respective heirs, executors, personal representatives, successors and assigns. No party hereto may assign its or his rights or delegate its or his obligations hereunder without the written consent of the other party hereto.
7. Headings. The Section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
8. Severability. Any provision of this Agreement which is invalid, illegal, or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective only to the extent of such invalidity, illegality or unenforceability, without in any way affecting the remaining provisions hereof in such jurisdiction or rendering that or any other provision of this Agreement invalid, illegal or unenforceable in any other jurisdiction.
9. Governing Law. This Agreement shall be construed and enforced in accordance with, and governed by, the laws of the State of Delaware, without giving effect to the conflict of laws provisions thereof.
10. Waiver. No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any right, power or privilege hereunder, or any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.
11. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same document. Confirmation of execution by electronic transmission of a facsimile signature page shall be binding upon any party so confirming.
[SIGNATURES APPEAR ON FOLLOWING PAGE]
2
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
| LEAF EQUIPMENT LEASING INCOME FUND III, L.P. | ||
| By: LEAF Asset Management, LLC, its general partner | ||
| By: | /s/ Crit DeMent | |
| Name: | Crit DeMent | |
| Title: | CEO | |
| LEAF EQUIPMENT FINANCE FUND 4, L.P. | ||
| By: LEAF Asset Management, LLC, its general partner | ||
| By: | /s/ Miles Herman | |
| Name: | Miles Herman | |
| Title: | President and COO | |
3
Reference:
Security Exchange Commission - Edgar Database, EX-10.13 2 dex1013.htm MEMBERSHIP INTEREST TRANSFER AGREEMENT, Viewed September 16, 2022, View Source on SEC.
Who Helps With Interest Transfer Agreements?
Lawyers with backgrounds working on interest transfer agreements work with clients to help. Do you need help with an interest transfer agreement?
Post a project in ContractsCounsel's marketplace to get free bids from lawyers to draft, review, or negotiate interest transfer agreements. All lawyers are vetted by our team and peer reviewed by our customers for you to explore before hiring.
ContractsCounsel is not a law firm, and this post should not be considered and does not contain legal advice. To ensure the information and advice in this post are correct, sufficient, and appropriate for your situation, please consult a licensed attorney. Also, using or accessing ContractsCounsel's site does not create an attorney-client relationship between you and ContractsCounsel.
Meet some of our Interest Transfer Agreement Lawyers
Mike R.
Rusco Law combines big-firm expertise with small-firm personal attention to give a limited set of clients unparalleled representation and service. We provide: • Complete litigation services, from pre-filing demands through Supreme Court appeals. Extensive experience in commercial, employment, tribal, and personal injury matters. • Sophisticated business counseling with an emphasis on start ups, including formation, risk management, internal governance, employment policy, regulatory advocacy, and trademark/trade secret/patent protection. • Detailed contract negotiation, review, and compliance monitoring, including major construction and service agreements. • Full-spectrum legal support for principals and their families, including passionate injury representation, including childcare and playground accidents.
"Reliable Texas counsel under tight deadline Mike was responsive, clear, and efficient from start to finish. Fair pricing, transparent communication, and he delivered exactly what was promised — well before the court deadline. His paralegal team made the filing process seamless, and I was kept informed throughout. Professional, no-nonsense, and easy to work with. Would absolutely engage him again. Highly recommended."
Anna C.
I am a business attorney focused on practical, efficient contract drafting, review, and negotiation for healthcare organizations and growth-stage and established businesses. My work includes commercial agreements such as NDAs, MSAs/SOWs, leases, vendor and services agreements, SaaS, and employment and severance agreements. I partner closely with clients to identify key legal and business risks, deliver clear, business-minded redlines with concise issue summaries, and keep transactions moving. Clients value my responsive turnaround, judgment, and ability to balance risk with commercial objectives.
"Very Thorough! I am glad I went with Anna, I definitely made the right choice, she walked me through everything leading to the launch out. Highly recommend her!"
Valerie I.
Corporate business attorney in the Miami area specializing in corporate formation and governance, contract drafting and review, employment matters, corporate practice of medicine, intellectual property protection, and other general counsel assistance.
"Valerie always delivers promptly and her quality of work is second to none."
Neil R.
Neil Rust is a transactional attorney with almost four decades of experience ranging across a broad range of fields, including M&A, finance, structured finance, VC and general corporate. Before moving to Oregon, Mr. Rust was a partner at the Los Angeles office of an international law for 26 years and the Century City office of a national law firm for 5 years. During his big firm tenure, Neil Rust gathered experience across multiple industries and enjoys counselling clients as much as drafting and negotiating.
February 12, 2026
Chase L.
Chase D. Lambert, Esq. is a distinguished commercial business litigation attorney with a profound academic background and extensive experience in both transactional and litigation legal realms. A graduate of Kansas State University, Chase holds a Dual Major in Entrepreneurship and Finance, accompanied by a Minor in Economics, reflecting a multifaceted understanding of business dynamics and economic principles. Continuing his academic journey, Chase pursued his legal education at Pepperdine Law, where he further honed his expertise with an emphasis in Entrepreneurship through the prestigious Palmer Institute for Entrepreneurship in the Law. This specialized training equipped him with a nuanced understanding of legal intricacies within entrepreneurial ventures, empowering him to offer comprehensive legal solutions tailored to the unique needs of business clients. Throughout his career, Chase has demonstrated an unwavering commitment to excellence and client satisfaction. With a diverse clientele spanning across various industries, he has successfully navigated complex legal landscapes, adeptly handling a myriad of transactional and litigation matters with precision and efficacy. With a strategic mindset and a passion for advocating on behalf of businesses, Chase is dedicated to delivering unparalleled legal representation characterized by diligence, integrity, and a results-driven approach. His legal acumen, coupled with his understanding of business dynamics, renders him a formidable asset for clients seeking proficient legal counsel in commercial litigation matters. Beyond his professional endeavors, Chase remains actively engaged in the legal community, continuously seeking opportunities to stay abreast of emerging trends and advancements in commercial law. Committed to excellence in every aspect of his practice, he remains poised to provide comprehensive legal guidance and steadfast advocacy to businesses navigating the complexities of the legal landscape
March 1, 2026
Erica L.
I’m an experienced attorney offering practical, client-centered representation across contracts, estate planning (wills), and family law matters. I focus on clear communication, efficient strategy, and results that fit real life, not just the rulebook. Whether you need a straightforward document or steady advocacy through a difficult transition, I provide reliable guidance from start to finish.
March 5, 2026
Matthew R.
Matt Rubner is a Florida and Massachusetts licensed attorney. His practice focuses on estate planning, prenuptial and postnuptial agreements, and civil litigation, with an emphasis on providing clear, practical legal guidance tailored to each client’s specific circumstances. Matt works with individuals and families to create thoughtful estate plans that protect assets, avoid unnecessary probate complications, and ensure that a client’s wishes are clearly documented. His estate planning services commonly include revocable living trusts, wills, powers of attorney, healthcare directives, and guidance on properly funding trusts and coordinating beneficiary designations. He also regularly advises clients on prenuptial and postnuptial agreements. Matt approaches these matters with a practical and balanced perspective, helping couples create agreements that clearly define financial expectations while preserving fairness and transparency for both parties. In addition to his transactional work, Matt maintains an active litigation practice and represents clients in a variety of civil matters. His litigation experience gives him a strategic perspective when drafting agreements and estate plans, allowing him to anticipate potential disputes and structure documents in a way that reduces future conflict. Matt represents clients in both Florida and Massachusetts and frequently works with individuals who have assets, businesses, or family connections in multiple states. He focuses on making the legal process straightforward, efficient, and understandable so clients can make informed decisions with confidence.
Find the best lawyer for your project
Browse Lawyers Now
Quick, user friendly and one of the better ways I've come across to get ahold of lawyers willing to take new clients.
View Trustpilot ReviewHow It Works
Financial lawyers by top cities
- Austin Financial Lawyers
- Boston Financial Lawyers
- Chicago Financial Lawyers
- Dallas Financial Lawyers
- Denver Financial Lawyers
- Houston Financial Lawyers
- Los Angeles Financial Lawyers
- New York Financial Lawyers
- Phoenix Financial Lawyers
- San Diego Financial Lawyers
- Tampa Financial Lawyers
Interest Transfer Agreement lawyers by city
- Austin Interest Transfer Agreement Lawyers
- Boston Interest Transfer Agreement Lawyers
- Chicago Interest Transfer Agreement Lawyers
- Dallas Interest Transfer Agreement Lawyers
- Denver Interest Transfer Agreement Lawyers
- Houston Interest Transfer Agreement Lawyers
- Los Angeles Interest Transfer Agreement Lawyers
- New York Interest Transfer Agreement Lawyers
- Phoenix Interest Transfer Agreement Lawyers
- San Diego Interest Transfer Agreement Lawyers
- Tampa Interest Transfer Agreement Lawyers
Contracts Counsel was incredibly helpful and easy to use. I submitted a project for a lawyer's help within a day I had received over 6 proposals from qualified lawyers. I submitted a bid that works best for my business and we went forward with the project.
View Trustpilot Review
I never knew how difficult it was to obtain representation or a lawyer, and ContractsCounsel was EXACTLY the type of service I was hoping for when I was in a pinch. Working with their service was efficient, effective and made me feel in control. Thank you so much and should I ever need attorney services down the road, I'll certainly be a repeat customer.
View Trustpilot Review
I got 5 bids within 24h of posting my project. I choose the person who provided the most detailed and relevant intro letter, highlighting their experience relevant to my project. I am very satisfied with the outcome and quality of the two agreements that were produced, they actually far exceed my expectations.
View Trustpilot Review