Sell Side Engagement Letter

July 30, 20XX

C/O Dynamics, Inc.

4451 Brookfield Corporate Drive

Suite 108

Chantilly, VA 20151

Attn:Philip M. Lew

Principal

Dear Philip:

I am pleased to confirm our mutual understanding concerning the retention by Magnum Technologies, Inc. ("the Company") of The Strategic Ventures Group ("SVG"), on an exclusive basis, to act as the Company's financial advisor in connection with the sale of the Company's business ("the Business) to an individual, another corporation, or other business entity (a "Buyer"). The sale may take the form of a merger of the Business with or a sale of all or a significant portion of its assets or equity securities to a Buyer (the “Transaction”).

1.0 Scope of the Engagement

In connection with this engagement SVG will provide the following services:

review the current operations and financial condition of the Business using information provided by the Company and other publicly available sources SVG considers reliable. SVG will not attempt to independently verify the accuracy of such public information.

on the basis of such information, coordinate and complete the preparation of the appropriate offering memorandum for distribution to potential Buyers. The Company shall be solely responsible for the accuracy and completeness of the information contained in the offering memorandum.

develop and implement a plan to maximize the realization of value from potential Transactions involving the Business.

identify, contact and screen potential Buyers.

coordinate the appropriate process for offers made by Buyers and assist the Company in evaluating any resulting offers.

if requested by the Company, assist with the structuring and negotiating and other steps necessary to consummate any proposed Transaction.

2.0 Advisory Fees

In consideration for the services described above, the Company shall pay to SVG the following cash fees:

$35,000, payable promptly following the Company's execution of this letter, to cover the cost of preparing the offering memorandum, researching and developing a list of potential Buyers, printing and other copying costs, long distance voice telecommunications and faxing charges resulting from communications with the potential Buyers, courier charges for delivering the memorandum and associated confidentiality agreements to potential Buyers, and other miscellaneous expenses.

  • If a Transaction is not successfully consummated, an additional fee of $10,000 payable promptly following the termination of this engagement (“Separation Fee”).
  • An additional fee of $50,000 if any and all consideration received in connection with the successful consummation of a Transaction is less than or equal to $750,000.

PARTIAL DOCUMENT – THE REMAINDER IS NOT SHOWN. GET THE FULL DOCUMENT HERE.

ADDITIONAL TEMPLATE PREVIEWS

Click Link to Preview Document

Guides
  • Anatomy of LOI - Ver1
  • Anatomy of LOI - Ver2
  • Asset vs. Stock Purchase
  • Purchase Price Payment Considerations
  • Ways to Structure the Deal - Ver1
  • Ways to Structure the Deal - Ver2
  • Ways to Structure the Deal - Ver3
  • Structuring Effective Earnouts
  • Tax Implications
  • What is a Reverse Merger?
/ LOI Tools and Templates
Full Buyout
  • Asset Purchase - Ver1
  • Asset Purchase - Ver2
  • Stock For Cash
  • Stock For Stock
  • Stock For Cash & Stock
  • Earnout
Partial Investments
  • Series A Preferred
  • Series B Preferred
Presentations
  • Presenting the Deal - Ver1
  • Presenting the Deal - Ver2 (No Preview)
  • Presenting the Deal - Ver3
  • Presenting the Deal - Ver4
  • Presenting the Deal - Ver5
  • Business Sale Presentation

Buying or Selling a Business Step-by-Step Procedure - Click Here To View

1