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Mar
[Company
Name]
[Company
Name]
[Company
Address]
A T P
F I N A N C I A L
P A R T N E R S
P T Y
L T D
A C N
1 4 8
1 8 7
7 5 9
G P O
B o x
8 1 7 ,
M e l b o u r n e ,
V I C ,
3 0 0 1
P h o n e
6 1
3
9 0 9 5
7 0 0 0
w w w . a t p f i n a n c i a l p a r t n e r s . c o m . a u
C o r p o r a t e
A u t h o r i s e d
R e p r e s e n t a t i v e
o f
P e a r c e
C a l l a h a n
&
A s s o c i a t e s
P t y
L t d
2 8 8 8 7 7
We
are
pleased
to
confirm
our
agreement
for
ATP
Financial
Partners
(ATP)
to
represent
[COMPANY
NAME]
[COMPANY
NAME]
([COMPANY
NAME])
and
to
act
as
[COMPANY
NAME]s
exclusive
financial
advisor
in
connection
with
both
debt
and
equity
capital
raising
initiatives
(Agreement).
TERM
This
Agreement
shall
become
effective
upon
signing
by
[COMPANY
NAME].
The
initial
term
of
this
Agreement
and
the
exclusive
appointment
of
ATP
(Term)
shall
be
three
(3)
months.
Thereafter
either
[COMPANY
NAME]
or
ATP
may
terminate
the
arrangement
by
giving
the
other
party
one
months
notice
in
writing
of
such
termination.
PERFORMANCE
OF
SERVICES
ATP
will
work
in
conjunction
with
[COMPANY
NAME]
and
use
its
reasonable
efforts
to
facilitate
the
completion
of
a
transaction
that
will
achieve
[COMPANY
NAME]s
requirements.
The
services
to
be
performed
by
ATP
include,
but
are
not
limited
to:
A.
Advise
and
assist
[COMPANY
NAME]
in
determining
details
of
any
capital
raising
initiative.
B.
Assist
in
preparing
a
confidential
descriptive
memorandum
of
[COMPANY
NAME],
and
its
operations
and
finances,
for
use
in
discussions
with
Potential
Targets.
C.
Identify,
screen
and
prepare
Potential
Targets,
for
the
purpose
of
establishing
which
Potential
Targets
will
be
approached
and
in
what
order.
D.
Contact,
establish
and
attend
exploratory
meetings
with
Potential
Targets.
E.
Develop
judgments
as
to
the
relative
values
and
financial
implications
to
[COMPANY
NAME]
and
any
proposed
Transaction
and
then,
in
consultation
with
[COMPANY
NAME]
and
legal,
accounting
and/or
tax
advisers,
advise
[COMPANY
NAME]
on
appropriate
negotiating
strategies
and,
to
the
extent
deemed
appropriate,
assist
and/or
direct
negotiations
leading
to
a
conclusion
of
the
proposed
Transaction.
F.
[COMPANY
NAME]
authorises
ATP
Financial
Partners
to
make
offers
and
arrange
the
issue
of
the
units
by
[COMPANY
NAME]
under
the
Information
Memorandum
and
[COMPANY
NAME]
will
only
issue
units
in
accordance
with
such
offers
if
they
are
accepted.
[COMPANY
NAME]
will
forward
all
application
forms
and
all
moneys
to
a
trust
fund
nominated
by
ATP
Financial
Partners
who
will
deposit
and
deal
with
these
moneys
pursuant
to
the
Information
Memorandum
or
other
relevant
documentation.
G.
ATP
will
manage
all
communication
services,
including
mail.
This
includes
but
is
not
limited
to
the
collection
of
funds
and
processing
of
funds.
SUCCESS
FEE
Cash
Consideration:
If
any
Transaction
is
completed
by
[COMPANY
NAME]
during
the
Term
or
within
one
(1)
year
after
the
end
of
the
Term
with
a
Potential
Target
nominated
by
ATP
to
[COMPANY
NAME]
or
contacted
by
ATP
during
the
Term,
[COMPANY
NAME]
shall
pay
ATP
or
cause
ATP
to
be
paid,
at
the
completion
of
each
such
Transaction,
a
fee
(Transaction
Fee)
being
5%
of
the
Transaction
Value.
Equity:
If
any
Transaction
is
completed
by
[COMPANY
NAME]
during
the
Term
or
within
one
(1)
year
after
the
end
of
the
Term
with
a
Potential
Target
nominated
by
ATP
to
[COMPANY
NAME]
or
contacted
by
ATP
or
[COMPANY
NAME]
during
the
Term,
[COMPANY
NAME]
shall
issue
ATP
with
shares
equally
10%
of
the
issued
stock
or
capitalisation
of
[COMPANY
NAME].
Where
other
instruments
are
also
on
issue
-
such
as
preference
shares,
hybrid
securities
or
convertible
instruments
-
such
will
also
be
issued
pari
passu
at
10%
so
that
the
spirit
and
fact
of
a
10%
holding
are
reflected
in
the
stake
held
by
ATP.
Subsequent
dilutions
will
be
accepted
pari
passu
subsequent
to
the
close
of
this
capital
raise.
.
MINIMUM
FEE
If
a
Transaction
Fee
becomes
payable
by
[COMPANY
NAME],
the
minimum
Transaction
Fee
is
$50,000.00
payable
at
the
completion
of
each
Transaction
TERMINATION
FEE
At
the
date
of
Termination,
a
Termination
Fee
of
50%
of
the
Success
Fee
will
be
payable
to
ATP
in
the
event
that
the
Transaction
does
not
proceed
after
unconditional
investor
commitments
of
$50,000
or
greater
are
received
provided
the
offer
is
acceptable
to
[COMPANY
NAME]
in
that
it
conforms
to
the
agreed
market
offer
and
there
is
no
legal
impediment
to
completing
the
transaction.
FIRST
RIGHT
[COMPANY
NAME]
grants
to
ATP
a
First
Right
to
perform
similar
services
on
future
fund
and
capital
raising
transactions
for
a
period
of
one
year,
on
the
condition
that
a
minimum
of
$50,000
is
raised
under
this
Agreement.
The
provisions
of
this
paragraph
shall
survive
the
termination
and
expiration
of
this
Agreement.
INDEMNITY
[COMPANY
NAME]
agrees
to
indemnify
and
hold
ATP,
its
officers,
employees
and
agents
(each
an
Indemnified
Person)
harmless
from
and
against
all
losses,
claims,
damages,
liabilities,
costs
or
expenses
including
those
resulting
from
any
threatened
or
pending
investigation,
action,
proceeding
or
dispute
(except
where
such
loss,
claim,
damage,
liability,
cost
or
expense
arose
out
of
an
act
of
gross
negligence
or
gross
breach
of
duty
by
ATP,
its
officers,
employees
or
agents)
whether
or
not
ATP
or
any
such
Indemnified
Person
is
a
party
to
such
investigation,
action,
proceeding
or
dispute,
arising
out
of
ATPs
entering
into
or
performing
services
under
this
Agreement,
or
arising
out
of
any
matter
referred
to
in
this
Agreement.
[COMPANY
NAME]
agrees
not
to
solicit
or
induce
any
ATP
employee
or
contractor
to
terminate
their
employment
or
association
with
ATP
or
to
enter
employment
or
association
with
[COMPANY
NAME].
Further,
the
parties
agree
that
in
the
event
of
a
breach,
damages
may
not
be
sufficient
and
that
injunctive
relief
may
be
sought.
The
provisions
of
this
paragraph
shall
survive
the
termination
and
expiration
of
this
Agreement.
EXCLUSIVITY
In
order
to
co-ordinate
the
efforts
of
both
ATP
and
[COMPANY
NAME],
and
to
maximise
the
possibility
of
completing
a
Transaction
during
the
Term,
ATP
shall
have
the
sole
and
exclusive
authority
to
initiate
discussions
with
regard
to
a
proposed
Transaction.
In
the
event
[COMPANY
NAME],
its
directors,
officers,
employees
or
shareholders
receive
or
initiate
any
enquiries
concerning
the
Transaction,
such
enquiries
shall
be
promptly
referred
to
ATP
within
three
(3)
working
days.
NON-DISCLOSURE
Any
financial
or
other
advice,
descriptive
memoranda
or
other
documentation
rendered
by
ATP
pursuant
to
this
Agreement
may
not
be
disclosed
publicly
or
to
any
third
party
in
any
manner
without
the
prior
written
approval
of
ATP,
such
approval
not
to
be
unreasonably
withheld.
All
non
public
information
provided
by
[COMPANY
NAME]
to
ATP
will
be
considered
as
confidential
information
and
shall
be
maintained
as
such
by
ATP,
except
as
required
by
law,
until
the
same
becomes
known
to
third
parties
or
the
public
without
release
thereof
by
ATP.
INFORMATION
[COMPANY
NAME]
agrees
to
provide
to
ATP
among
other
things,
all
reasonable
information
requested
or
reasonably
required
by
ATP
or
a
Potential
Target
including
but
not
limited
to,
information
concerning
historical
or
projected
financial
results
and
possible
and
known
litigious
and
other
contingent
liabilities.
[COMPANY
NAME]
will
promptly
advise
ATP
of
any
material
changes
in
its
business
or
finances
during
the
Term.
[COMPANY
NAME]
represents
that
all
information
made
available
by
ATP
by
[COMPANY
NAME]
will
be
complete
and
correct
in
all
material
respects
and
will
not
contain
any
untrue
statements
of
a
material
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.
In
rendering
its
services
hereunder,
ATP
will
be
using
and
relying
primarily
on
such
information
without
independent
verification
thereof,
or
independent
appraisal
of
any
of
[COMPANY
NAME]s
assets.
ATP
does
not
assume
responsibility
for
the
accuracy
of
completeness
of
the
information.
ENTIRE
AGREEMENT
This
Agreement
sets
forth
the
entire
understanding
of
the
parties
relating
to
the
subject
matter
hereof
and
supersedes
and
cancels
any
prior
communications,
understandings
and
agreements
between
the
parties.
This
Agreement
cannot
be
modified
or
changed,
nor
can
any
of
its
provisions
be
waived,
except
by
written
agreement
signed
by
all
parties
hereto.
COUNTERPART
This
Agreement
may
be
executed
in
any
number
of
counterparts.
Each
counterpart
is
an
original
but
the
counterparts
together
are
one
of
the
same
Agreement.
Where,
for
reasons
of
time
and/or
distance,
one
Party
is
unable
to
deliver
an
original
counterpart
to
the
other
Party,
the
Parties
agree
that
a
copy
of
the
original
executed
counterpart
sent
by
facsimile
machine
instead
of
the
original
counterpart
is
sufficient
evidence
of
the
execution
of
the
original
and
may
be
produced
in
evidence
for
all
purposes
in
place
of
the
original.
TERMS
OF
PAYMENT
Retainer
payments
are
made
monthly
in
advance.
Commission
as
cash
consideration
is
invoiced
fortnightly
once
the
first
dollar
($)
has
been
raised.
Application
forms
to
be
sent
to
[COMPANY
NAME]
by
ATP
weekly.
[COMPANY
NAME]
to
pay
commission
invoices
within
30
days
of
invoice
date.
If
[COMPANY
NAME]
is
for
whatever
reason
not
paying
as
per
agreement,
ATP
will
hold
application
forms
until
[COMPANY
NAME]
makes
commission
payments.
An
interest
rate
of
37%
per
annum
will
be
added
to
your
invoice
per
day
from
the
date
invoice
is
due.
Continued
late
payment
can
result
in
breach
of
Agreement
by
[COMPANY
NAME]
and
or
result
in
the
holding
back
of
incoming
funds
as
per
Agreement
by
ATP.
DEFINITIONS
For
the
purposes
of
this
Agreement,
unless
the
contrary
intention
appears:
Associate
means
a
Related
Body
Corporate
or
Associates
of
a
Bodies
Corporate
as
those
terms
are
defined
in
Sections
50
and
11
respectively
of
the
Corporations
Law.
[COMPANY
NAME]
means
[COMPANY
NAME]
DETAILS,
its
shareholders,
Associates
and
Associates
shareholders.
GST
means
the
Goods
and
Services
Tax
Act
1999
and
includes
other
GST
related
legislation
and
regulations
under
the
legislation,
as
amended
from
time
to
time;
and
except
for
terms
defined
in
this
Agreement,
expressions
in
capitals
and
GST
have
the
same
meaning
as
in
the
GST
Act.
Pari
passu
Often
seen
in
venture
capital
term
sheets,
indicating
that
one
series
of
equity
will
have
the
same
rights
and
privileges
as
another
series
of
equity.
(Of
equal
step'
in
Latin).
Potential
Target
means
a
principal
party
and/or
its
Associate.
Transaction
means
a
purchase,
sale
or
other
business
transaction
by
means
of
(but
not
limited
to)
a
cash
offer,
joint
venture,
business
relationship,
substantial
customer
relationship,
securities
exchange
offer
or
purchase
or
sale
of
shares,
units,
stock,
assets,
capital
raising,
debt
raising,
assumption
or
liability,
project
or
financial
funding
or
any
combination
thereof.
Transaction
Value
means:
a.
The
total
consideration
or
cost
of
a
purchase,
sale
or
other
business
transaction
(incorporating
any
consideration
however
provided
to
or
by
[COMPANY
NAME]
which
has
the
effect
of
reducing
the
quantum
of
consideration
payable
in
any
Transaction),
the
value
to
[COMPANY
NAME]
of
a
business
relationship
or
substantial
customer
relationship,
financing
or
refinancing
received,
reductions
or
forgiveness
of
debt,
share
issue
moneys
or
other
consideration
received
(which
shall
be
deemed
to
include
amounts
paid
into
escrow
and/or
deferred)
by
[COMPANY
NAME]
upon
the
consummation
of
any
Transaction
(including
payments
made
in
installments),
inclusive
of
cash,
securities,
notes,
consulting
or
leasing
agreements
and
agreements
not
to
compete,
plus
the
total
value
of
any
liabilities
assumed.
b.
If
a
portion
of
such
consideration
includes
contingent
payments
related
to
future
earnings
or
operations,
Transaction
Value
shall
also
include
the
face
value
of
such
payments
without
regard
as
to
whether
the
conditions
for
the
payment
of
such
contingent
amounts
have
been
or
may
be
satisfied.
c.
If
the
consideration
for
the
Transaction
consists
in
whole
or
in
part
of
securities,
for
the
purposes
of
calculating
the
amount
of
Transaction
Value,
the
value
of
such
securities
will
be
the
value
thereof
on
the
day
preceding
the
consummation
of
the
Transaction
as
[COMPANY
NAME]
and
ATP
agree,
provided
however
that
in
the
case
of
securities
for
which
there
is
a
public
trading
market,
the
value
will
be
determined
by
the
average
last
sales
prices
for
such
securities
for
the
last
twenty
(20)
trading
days
prior
to
such
consummation
as
determined
by
ATP
and
communicated
by
ATP
to
[COMPANY
NAME].
If
there
is
no
public
trading
market
for
such
securities
or
other
property
received
or
receivable
and
the
parties
are
unable
to
agree,
then
each
of
ATP
and
[COMPANY
NAME]
will
select
an
investment
banking
firm
respected
in
the
merger
and
acquisition
field
to
determine
a
value
and
the
midpoint
between
the
two
values
established
by
the
two
independent
experts
will
be
the
fair
market
value
for
the
purposes
hereof.
ACCEPTANCE
Please
confirm
that
the
foregoing
is
in
accordance
with
your
understanding
by
signing
on
behalf
of
[COMPANY
NAME]
and
returning
a
signed
copy
of
this
Agreement
to
ATP.
We
look
forward
to
working
with
you.
Yours
faithfully,
Aaron
Pearce
Director
ATP
Financial
Partners
ACCEPTED
AND
AGREED
TO:
[COMPANY
NAME]
[COMPANY
NAME]
Signature:
Signature:
[Company
Name]:
[Company
Name]:
PLEASE
PRINT
PLEASE
PRINT
Director
Director
/
Secretary
Who
each
warrant
that
they
are
expressly
authorised
to
bind
[COMPANY
NAME]
in
relation
to
this
Agreement.