This Family Business Consulting Agreement, together with the Client information page (the  “Agreement”), is by and between EXIT THE FAMILY BUSINESS, LLC ("CONSULTANT") a Massachusetts Limited liability company with offices at 152 Conant Street,  Beverly, MA, and the  Client named on the Client Information Page. 

WHEREAS, the Client wishes to engage the Consultant to provide certain services in connection with a potential exit of a family business operated by the Company named on the Client Information Page, all on the terms and conditions set forth herein.

 The Client hereby engages the Consultant to perform the Design Phase consulting services described in Exhibit A hereto. Client may engage Consultant to perform the Implementation Phase and Partnering Phase services under the provisions of this Agreement by separately indicating such agreement.

 In consideration for the consulting services described in Exhibit A, the Client will pay the Consultant, upon execution of this Agreement, the fees (the “Engagement Fees”) set forth on Exhibit B. The Engagement Fees shall be the sole consideration for Consultant’s services under this Agreement unless Client and Consultant agree in writing to additional compensation.

Services to be Provided by Consultant

A. Design Phase. During the Design Phase Consultant will work with Client to design a plan that will improve value and make the business more desirable to a potential buyer. The Term of the Design Phase is 12 weeks beginning upon execution of this Agreement. The specific services to be provided by Consultant during the Design Phase are as follows:

Assist Client in defining what financial resources Client has and what is a reasonable amount of capital needed to sustain retirement and capital expenditure goals.

Provide Client with a business valuation suitable for exit planning purposes.

Help Client to define the “right” buyer silo, be it a family member, key employee, strategic or financial buyer.

Identify value creation Strategies incorporating efforts to:

Increase EBITDA

Command a higher multiple

Advise Client on dealing with family matters relevant to a potential exit from the business.

Reviewing income and estate tax issues.

B. Implementation Phase. If Client chooses to retain Consultant for the Implementation Phase, Consultant will work with Client on an ongoing basis to assist and guide the implementation of the specific recommendations and plans developed in the Design Phase. The Implantation Phase services are directed to increasing business value and resolving issues that interfere with the ability to exit, and do not encompass assistance with a potential buyer or transactions.

C. Partnering Phase. If Client chooses to retain Consultant for the Partnering Phase, and the Consultant agrees to partnering with the Client, Consultant will take an active, hands-on role in implementing the value enhancement plan. Consultant will assist Client in supporting the business valuation in communications with prospective purchasers. Consultant is not responsible for soliciting potential purchasers or negotiating the terms of agreements with potential purchasers

Engagement Fees

1. The Engagement Fee for the Design Phase is $10,000, payable in full upon execution of this Agreement.

2. The Engagement Fee for the Implementation Phase is $450 for each month of the Term during the Implementation Phase, payable monthly within 30 days after invoice by Consultant.

3. The Engagement fee off the Partnering Phase is based on a percentage of the enhanced value of the business between Consultant’s valuation of the business at the commencement of the Design Phase (the “Initial Valuation”) and the enhanced valuation realized. Consultant will be entitled to “detachable warrants” equal ten percent (10%) of the amount by which the Transaction Consideration (defined below) exceeds the Initial Valuation.

 3.1 “Transaction” means any one of the following:

 (a) the acquisition, directly or indirectly, by one or more parties, of all or substantially all of the assets of, or of any right to, all or substantially all of the revenues or income of the Company by way of a negotiated purchase, lease, license, exchange, joint venture or other means;

 (b) any merger, consolidation, reorganization, joint venture, partnership or other business combination pursuant to which all or any part of the business of the Company is combined with that of one or more parties; or

(c) the acquisition, directly or indirectly, by one or more parties of capital stock, equity interests, or ownership interests of any kind in the Company, provided that, the Transaction Fee shall not be due until at least 50% of the ownership interests have been acquired by a third party.

 3.2 "Transaction Consideration" means the aggregate amount payable as consideration for engaging in the Transaction, in whatever form, expressly including but not limited to the following:

 (a) cash (including amounts paid or to be paid in installments, deferred consideration and contingent payments);

 (b) the aggregate fair market value of any securities issued or to be issued to the Company and/or Owners;

 (c) the amount of any indebtedness for borrowed money (including any capital lease obligations) of the Company at the time of the completion of the Transaction, which is paid by buyer on behalf of the Company or which is assumed by buyer in connection with the Transaction, provided that if the Transaction is a sale of less than all of the shares of the Company, the amount of such indebtedness for borrowed money included in the calculation of Transaction Consideration will be proportionately reduced; and

 (d) payments made to the Company or any owners of the company for non-solicitation; non-compete, confidentiality and similar obligations.

“Transaction Consideration” shall include any fixed installment payments made for engaging in the transactions but shall not include any earn out payments or similar payments based on the performance of the business after the Transaction.

 3.3 The Engagement Fee shall be due and payable contemporaneously with the closing of the Transaction as described in the transaction documents or, if not described in the transaction documents, upon the receipt by the Client of the Transaction Consideration.

 (a) The term of this Agreement shall commence on the date hereof and shall continue for the period indicated on Exhibit A or in accordance with Section 4(b) below (the “Term”).

(b) Notwithstanding the foregoing, either party hereto may terminate this Agreement (i) during the Term upon 30 days’ prior written notice to the other party or (ii) immediately in the event that the other party breaches any material term of this Agreement (and the other party has not cured such breach within ten (10) business days after having been given written notice thereof). In addition. Client may request that Consultant cease providing services at any time. Notwithstanding the foregoing, if Client has retained Consultant for the Partnering Phase described in Exhibits A, Consultant continue to be entitled to the Engagement Fee for the Partnering Phase after termination of this Agreement.

 (a) In the performance of services pursuant to this Agreement, Consultant will have access to information that is confidential or proprietary to Client and Client’s business. Consultant agrees to receive and maintain all such confidential or proprietary information in strictest confidence using at least the same degree of care it takes in protecting its own confidential or proprietary information, but always at least a reasonable degree of care. Except as provided herein, Consultant agrees it will not use Client’s confidential or proprietary information for its own benefit or disclose it to third parties (other than Consultant’s affiliates in connection with services under this Agreement) without the written consent of Client. Consultant will not have any obligations hereunder with respect to information which (i) is already known to Consultant or is publicly available at the time of disclosure; (ii) is disclosed to Consultant by a third party who is not in breach of an obligation of confidentiality; or (iii) becomes publicly available after disclosure through no act of Consultant.

 (b) All reports, written analyses and other documents provided to Client by Consultant in connection with the services under this Agreement (the “Deliverable Materials”) will be the property of the Client. Client agrees to use the Deliverable Materials for Client’s own benefit, and not on behalf of or for the benefit of any other person or entity.

 (c) Consultant’s methods of analyzing, evaluating, summarizing and communicating information, and all processes, practices, techniques, algorithms, computer program logic and codes, in whatever form embodied, previously developed or developed in the future and used by Consultant in connection with the performance of its services or in the conduct of any aspect of its business, and any documentation related thereto (collectively, the “Consultant Creations”), are the property of Consultant. Client shall have a non-transferrable right and license to use the Consultant Creations as necessary to utilize the Deliverable Materials.

 (d) At the termination of this Agreement, the Consultant will promptly return to the Client all materials and all other writings and other tangible embodiments reflecting or containing Client’s confidential or proprietary information, and Consultant shall delete all electronic copies of such information except as may be required by law.

 The Consultant will perform the services described in Exhibit A in accordance with all applicable laws and regulations. The Consultant represents and warrants that to its knowledge its entry into this Agreement and its performance of its obligations hereunder does not and will not violate any law or regulation.

 The parties affirm that the relationship between the Client and the Consultant established by this Agreement is that of independent contractors, and not of agent and principal or of employer and employee. The Consultant will have no authority to act on behalf of the Client and will not hold itself out, and the Client will not hold the Consultant out, as an agent, servant, employee, partner or joint venturer of the Client.

 (a) Client acknowledges that Consultant and its affiliates are in the business of providing consulting services to others. Nothing herein contained shall be construed to limit or restrict Consultant in conducting such business with respect to others, or in rendering advice to others, including other individuals or entities who may engage in businesses similar to or in competition with Client’s business.

 (b) If Client was referred to Consultant by a third party with whom Consultant has a business relationship, Consultant may pay a referral fee to such third party. Consultant will disclose any such referral fees to Client upon Client’s written request.

 (c) U.S. Advisory Group (“USAG”) is an affiliate of Consultant engaged in financial planning and investment advisory, and is a registered investment advisor. Consultant may engage USAG or another affiliate of Consultant, to provide professional financial planning services in connection advice given to the Client by Consultant. All fees for financial services in connection with the services under this Agreement will be paid by Consultant, pursuant to a contractual arrangement between Consultant and its affiliate. Client agrees to provide any consent or similar documentation which may be required by Consultant’s financial planning affiliate.

 (d) Consultant may refer Client to USAG for investment advice or financial advisory services in addition to the financial advisory services referenced in paragraph 8(a)(2). Client has no obligation to engage USAG for these services, Consultant’s services and obligations under this Agreement will in no way be affected by Client’s choice of investment or financial advisor. USAG or other affiliate may pay Consultant a referral fee in the event Client engages USAG. USAG or other affiliate will disclose such referral fee if and as required by the laws, regulations and professional standards governing registered investment advisors and financial planners.

 (a) The Consultant will render services hereunder from an office or other premises of its own, except when it is necessary to be on the premises of the Client or elsewhere for the proper performance of such services. The Consultant shall not be required to maintain any specific schedule or to devote any specific amount of time to any particular services hereunder. Rather, the Consultant may render services hereunder at such time or times as it shall deem necessary and appropriate, in its sole, reasonable discretion to render the services it has agreed to render. Nevertheless, the Consultant represents to the Client that it is able and willing to perform the services contemplated by this Agreement consistent with the spirit and intention of this Agreement.

 (b) The services of the Consultant hereunder are non-exclusive.

 (a) While Consultant’s services may involve consideration of tax, legal , financial planning and investment issues, Consultant is does not provide legal, financial, tax or investment advice, and Consultant’s advice should not be construed by Client as legal, financial, tax or investment advice. Client is encouraged to seek such advice from independent professionals.

 (b) Consultant is being engaged to provide the services described in this Agreement solely to the Client, and Consultant’s engagement is not, and shall not be considered to be, on behalf of, and is not intended to confer rights or benefits upon any member, shareholder or creditor of the Client or upon any other person or entity. No one other than the Client is authorized to rely upon any statements, conduct, opinion or advice of Consultant, and no one other than the Client is intended to be a beneficiary of this Agreement. No such statement, conduct, opinion or advice shall be used for any other purpose or reproduced, disseminated, quoted or referred to at any time, in any manner or for any purpose, nor may the Client make any public references thereto, except as shall be required by applicable law, regulation, regulatory agency or court order.

 (c) Consultant warrants that Consultant shall perform the services hereunder in a professional and workmanlike manner consistent with the standards and practices of Consultant’s industry. Client’s sole remedy for breach of the foregoing warranty is to require Consultant to re-perform the non-compliant services. Consultant makes no other warranty, express or implied, with respect to its services, and specifically disclaims all implied warranties, including but not limited to warranties of merchantability and fitness for a particular purpose. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL CONSULTANT, ITS AFFILIATES OR ANY OF THEIR RESPECTIVE DIRECTORS, MANAGERS, MEMBERS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY LOST PROFITS, LOST REVENUES, LOST BUSINESS OPPORTUNITIES, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, EACH OF WHICH IS HEREBY EXPRESSLY WAIVED, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER ANY PARTY OR ANY PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 The failure by any party to object to any action or omission by the other that may constitute a violation of the provisions hereof shall not be deemed to constitute a waiver of such act or omission or any future action or omission.

 If any provision of this Agreement shall be declared or found to be void or unenforceable, the Agreement shall be deemed to be in full force and effect as if the affected provision had not formed a part of this Agreement unless it is not possible fairly to construe this Agreement as an entire contract between the parties in the absence of such provision.

 This Agreement represents the entire agreement of the parties with respect to the subject matter hereof, may not be amended or supplemented except by a writing signed by the parties, and supersedes in their entirety all prior agreements and understandings relating to the performance of services for the Client by the Consultant.

 This Agreement shall be governed by the laws of the Commonwealth of Massachusetts, USA, applicable to agreements made and to be performed within such jurisdiction, without the application of any conflict of laws principles of such jurisdiction.

 Neither this Agreement nor any rights or benefits hereunder may be assigned by the Consultant nor the Client, except that Consultant may assign its right to payment of the Engagement Fee for the Partnering Phase. Any purported assignment of this Agreement or any rights, obligations nor will benefits hereunder in violation of this Section be void.

 This Agreement may be executed in one or more counterparts, each of which will be deemed an original but all of which together shall constitute one and the same instrument.

 The captions of the paragraphs of this Agreement are for convenience of reference only and will not be deemed to constitute a part of this Agreement or to affect the meaning of any provision hereof.

 Any notice required or permitted hereunder shall be given by personal or hand delivery, or by an internationally recognized express mail courier service to a party at his/its address set forth in the first paragraph of this Agreement or on the Client Information Page, or such other address as a party may specify by notice to the other. Notices shall be considered to have been effectively given (i) in the case of personal or hand delivery, on the date of such delivery, and (ii) in the case of an internationally recognized express mail courier service, on the third business day following the day on which the notice was sent.

Any controversy or claim arising out of or relating to this Agreement, Consultant’s services or the breach of this Agreement shall be settled by arbitration in accordance with the commercial arbitration rules of the American Arbitration Association (AAA) in Boston, Massachusetts, and judgment upon an award rendered by the Arbitrator(s) may be entered in any court having jurisdiction thereof. The commencement of arbitration proceedings by an aggrieved party to settle disputes arising out of or relating to this Agreement or Consultant’s services is a condition precedent to the commencement of legal action by either party. Each party will be responsible for its own costs in conjunction with the arbitration proceeding. Notwithstanding the foregoing, Client agrees that in the event of non-payment of fees and expenses due to Consultant under this Agreement Client will pay for the cost of collection, including but not limited to reasonable attorney’s fees prior to and after commencement of any arbitration.