Investment Bank Advisory Agreement

This agreement (“Agreement”) will be entered into on August 9, 2012 between JH DARBIE &Co., INC., (“JHD”) and CONTINUITY SOLUTIONS, INC. (in collaboration with all subsidiaries, related companies, successors and other controlled entities that exist or have been incorporated after the performance of this Agreement, together the “Company”), closed and entered into. Typically, the client covers reasonable expenses incurred by a consultant when representing a company – for example.B travel, research and more. However, in the context of negotiations, companies should be sure that there are no excessive expectations. Customers usually cap the amount of fees reimbursed and must obtain prior authorization for all expenses above this limit. Limiting expenses to third-party fees is also common – which means that an investment bank cannot, for example, charge you for the costs of secretarial staff in its company. For most investment banking engagements, there are two main types of fees: a reedator and a success fee. The Retainer tax is a lump sum that is often paid each month for the duration of the engagement (although the structure varies – some customers may pay them in full at first). Retainers “typically start at $US 50,000 and increase based on the size of a potential transaction,” notes Brent Beshore in his book The Messy Marketplace: Selling Your Business in a World of Imperfect Buyers. It is not uncommon for owners to object to exclusivity clauses contained in the investment bank`s letter of commitment. Even if you do all the research in the world, it`s hard to commit to entrusting your business to a consulting firm. The truth, however, is that it can be very difficult to find a quality M&A advisor or investment banker without consenting to exclusivity. From the advisor`s perspective, a retainer is not enough to justify the many hours of work they spend preparing your business for a sale or financing.

Also keep in mind that running multiple investment banks could be a painful endeavor for you as a business owner and could create a lot of confusion and uncertainty. In some cases, other fees are charged, for example. B a fee that is triggered when signing a roadmap or announcing a transaction. Generally speaking, companies should try to avoid the fees generated by agreements such as LOIs or other non-binding term sheets, given that transactions can and will disintegrate after these phases. . . .