Financial Sellside Agreement

FINANCIAL SELLSIDE AGREEMENT

Effective Date:

Parties

Recitals

Seller operates the business described as:

Advisor is engaged in the business of providing investment banking and sellside advisory services and has represented its experience to Seller. Seller desires to retain Advisor to act as exclusive sellside financial advisor on the terms set forth in this agreement.

Appointment; Scope of Services

1. Appointment. Seller hereby engages Advisor, and Advisor accepts such engagement, to act as Seller's exclusive financial advisor in connection with the marketing and sale of all or substantially all of Seller's equity or assets (the Transaction).

2. Services. Advisor's responsibilities shall include: advising on transaction structure, preparing marketing materials, identifying and contacting prospective purchasers, coordinating due diligence, negotiating economic terms with prospective purchasers and assisting in closing. Specific deliverables and milestones:

Exclusivity

Seller grants Advisor the exclusive right to market and solicit proposals for a period of months from the Effective Date. During the exclusivity period, Seller shall not engage any other financial advisor for the Transaction or solicit discussions with prospective buyers except with Advisor's prior written consent.

Term; Termination

This Agreement shall commence on the Effective Date and continue until the earlier of (a) completion of the Transaction, (b) mutual written agreement of the parties, or (c) termination by either party upon days' prior written notice; provided that termination shall not relieve Seller of obligations to pay fees earned prior to termination or fees payable pursuant to the Survival provisions below.

Fees, Expenses and Payment Terms

1. Fee Schedule. Seller shall pay Advisor the fees set forth below. Fees are non-refundable except as expressly provided herein.

2. Expenses. Seller shall reimburse Advisor for reasonable out-of-pocket expenses incurred in connection with the services, including travel, legal and data-room costs, subject to a cap of unless Seller approves higher amounts in writing. Advisor will provide receipts or contemporaneous documentation upon request.

3. Payment Mechanics. Fees and reimbursable expenses shall be invoiced and due within days of invoice. Late payments shall accrue interest at per month. Accepted payment methods:

Payment Methods: Wire transfer    ACH    Check    Other:

Confidentiality; Use of Information

1. Confidential Information. The parties will maintain confidentiality of all non-public information exchanged in connection with this Agreement. Confidential information may be used solely for purposes of evaluating and effecting the Transaction. The obligations of confidentiality shall survive termination for a period of five (5) years, except with respect to information that becomes publicly available through no fault of the receiving party.

2. Data Room. Seller will provide Advisor and prospective purchasers with reasonable access to documents and information necessary to complete due diligence. Advisor will take commercially reasonable measures to protect such information.

Representations, Warranties and Covenants

Seller represents and warrants that Seller has full power and authority to enter into this Agreement and to provide the information and access contemplated herein, and that to Seller's knowledge the information provided to Advisor is true and correct in all material respects. Seller covenants to promptly notify Advisor of any fact or circumstance that would materially impair Seller's ability to consummate the Transaction.

Indemnification; Limitation of Liability

Seller agrees to indemnify and hold harmless Advisor and its affiliates, officers and employees from and against any liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of (a) any breach of Seller's representations, warranties or covenants, or (b) Seller's gross negligence, willful misconduct or fraud. Advisor's liability for any claim arising under or related to this Agreement shall be limited to direct actual damages and shall not exceed the total fees paid to Advisor under this Agreement, except in cases of Advisor's gross negligence, willful misconduct or fraud.

Public Announcements

Neither party shall issue or permit the release of any press release or public announcement relating to the Transaction without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided that a party may make disclosures required by law or a listing exchange after providing the other party with notice and a reasonable opportunity to comment.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. The parties shall first attempt in good faith to resolve disputes by negotiation. If unresolved, disputes shall be submitted to binding arbitration in the county of the governing law state unless the parties agree otherwise.

Notices

Seller Notices

Advisor Notices

Miscellaneous

1. Entire Agreement. This Agreement, including any schedules or engagement letters executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements and understandings, whether written or oral.

2. Amendments. No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties.

3. Survival. The provisions of this Agreement that by their nature should survive termination or expiration, including confidentiality, indemnity and payment obligations, shall survive.

Additional Terms / Notes

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