Finder'S Fee Agreement (Page 3 of 3) in pdf

Finder'S Fee Agreement Page 3

EXHIBIT A

FEE SCHEDULE

If the Target qualifies as an Introduced Target and the Fund consummates a change-of-control or other buyout transaction with the Introduced

Target during the term of this Agreement or within eighteen (18) months after the date of this Agreement (except in the event of a breach of this

Agreement by Finder, in which case no fee shall be due), at the time of the closing (the “Closing”) of the transaction, the Fund will pay or cause

to be paid to Finder in immediately available funds, a transaction fee (the “Transaction Fee”) equal to 5% of the first million dollars of the

Aggregate Consideration, 4% of the second million, 3% of the third million, 2% of the fourth million, then 1% thereafter. The

transaction fee paid at closing shall only apply to that portion of the transaction value which is actually paid to the Introduced Target at closing.

If the Introduced Target is represented by another broker/finder/investment banker or other financial advisor to whom a fee is due, the fees

payable hereunder to Finder shall be reduced by 50% unless waived by the Fund in writing.

“Aggregate Consideration” shall mean the total amount paid or payable, directly or indirectly, to, or for the benefit of, the Introduced Target

and/or its security holders at the Closing of (i) cash; and (ii) equity or debt securities or other equity interests plus (iii) the face amount of any

third party funded debt of the Introduced Target that is (A) in a sale of assets, assumed or repaid by the purchaser at Closing, or (B) in a stock

purchase or merger, assumed or repaid at Closing or remains on the Introduced Target’s balance sheet after Closing. Any transaction fee related

to deferred or contingent consideration due to the Introduced Target, in the form of a seller note or an earn-out, will be paid to Finder when such

consideration is finally earned and paid to Introduced Target.

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Finder'S Fee Agreement Page 3

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