Finder'S Fee Agreement printable pdf download

FINDER'S FEE AGREEMENT

This Finder’s Fee Agreement (this "Agreement") is entered into on ___________, 201_ between Incline Equity Partners ("Manager"),

located at 625 Liberty Avenue, Suite 340, Pittsburgh, PA 15222, and _____________________________, whose mailing address, telephone and

fax numbers are ____________________________________________________________________________________ ("Finder").

PREAMBLE

Manager is the manager of a private equity fund (the “Fund”). Finder has contact with ____________________________________, which

company

that

may

interest

Manager

and

the

Fund,

whose

business

described

follows

______________________________________________________________________________________________________

and

whose

mailing address, telephone and fax numbers are __________________________________________ (the “Target”).

Manager desires to

authorize Finder to introduce to Manager the Target, in return for a finder's fee to be paid to Finder if earned hereunder. Therefore, in

consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the

parties agree as follows:

AGREEMENT

Role of Finder. Finder is authorized to introduce to Manager the Target. Finder is not authorized to act as agent for Manager or the

Fund, nor to bind Manager or the Fund in any manner. Finder is and shall be an independent contractor and not an employee, agent,

representative, affiliate, partner or joint venturer of Manager or the Fund and Finder shall not hold itself out as such and shall not make any

assertion that could lead the Target to believe that Finder is an employee, agent, representative, affiliate, partner or joint venturer of Manager or

the Fund. This Agreement is not exclusive as to either party, and Finder shall be free to perform similar services for other parties, and Manager

and the Fund shall be free to engage others to introduce Manager and the Fund to targets. In no event shall Finder perform any act in connection

with this Agreement, which (i) would require Finder to be registered as an investment advisor or broker-dealer or (ii) is in violation of any state or

federal securities laws. Finder makes and will make no representation that the information provided by the Target will be materially complete

and correct and will not contain any untrue statements of a fact or omit to state a material fact necessary in order to make the statements therein

not misleading in light of the circumstances under which such statements are made. Manager recognizes and confirms that the Finder (i) will be

using and relying primarily on the information from the Target and information available from generally recognized public sources in performing

the services contemplated hereunder without having independently verified the same; (ii) does not assume responsibility for the accuracy or

completeness of the information; and (iii) does not make an appraisal of any of the assets of the Target.

Compensation to Finder.

(a)

As its sole compensation for its services hereunder, Finder shall receive a finder's fee in accordance with the fee schedule set

forth on Exhibit A hereto (the "Fee Schedule") (i) if the Target qualifies as an Introduced Target (as defined below) and (ii) if the Fund

consummates a qualifying transaction with the Introduced Target within eighteen (18) months after the date of this Agreement. Finder shall be

responsible for its own overhead and out of pocket expenses incurred in connection with the services provided hereunder.

(b)

For purposes of this Agreement, the term "Introduced Target" shall mean a Target that meets each of the following requirements:

(i) within twenty-eight (28) days after the date of this Agreement, (A) the Target is introduced by Finder to Manager, (B) Manager has held an in

person or telephone meeting with the majority owners of the Target, and (C) the majority owners of the Target confirm (during such meeting or

teleconference) their desire to consider a change-of-control transaction or buyout thereof; (ii) the Target has not previously contacted, been

contacted by, or introduced to, Manager, the Fund or an affiliate of Manager or the Fund with respect to a possible transaction with Manager, the

Fund or an affiliate of Manager or the Fund, and (iii) the Target (and/or the shareholders and affiliates of the Target) is neither at the time of the

introduction nor within 60 days thereafter party to an agreement with a broker, finder, financial advisor, investment banker or other advisor who

would be entitled to a fee or other compensation paid by the Target (and/or the shareholders and affiliates of the Target) if the Target entered into

a transaction involving Manager or the Fund. If Finder desires to introduce Manager to the Target, Finder will give notice to Manager (which

may be oral if it is promptly confirmed in writing) within twenty-eight (28) days after the date of this Agreement confirming the identity of the

Target and its owners. Finder will not be deemed to have made an introduction that is subject to this Agreement without giving written notice as

provided in this Section.

Time and Manner of Payment.

(a)

Payments of finder's fees pursuant to Section 2(a) hereunder shall be made by Manager or the Fund in accordance with the Fee

Schedule.

(b)

Manager and the Fund shall have the right, in its sole discretion, not to enter into a transaction with an Introduced Target for any

reason or no reason, in which case no finder's fee shall be payable with respect to such Introduced Target.

Term of Agreement. This Agreement applies only to the Target named above and shall remain in effect for a period of twenty-eight

(28) days from the date of this Agreement and will terminate automatically at the end of such term. Notwithstanding such termination, the

provisions of Section 2 and 3 hereof regarding finder's fees shall survive and remain in full force and effect for a period of eighteen (18) months

following the date of this Agreement (except in the case of a termination by Manager as a result of a breach of this Agreement by Finder) if prior

to the termination of this Agreement the Target qualifies as an Introduced Target as described above.

Finder'S Fee Agreement

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