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Case 1:20-bk-12043 Doc 107-3 Filed 07/27/20 Entered 07/27/20 15:07:21 Desc <br /> Exhibit C - Engagement Letter Page 2 of 9 <br /> (i) A monthly fee of$100,000 per month (the "Monthly Fee"), payable monthly in advance <br /> during the term of this Agreement. The first Monthly Fee shall be payable upon execution of this Agreement and each <br /> subsequent Monthly Fee shall be payable in advance on the first day of each month. If the first Monthly Fee is payable <br /> for a partial month,such first Monthly Fee shall be pro-rated from the date hereof to the end of the month; <br /> (ii) Fees for Services provided by Cambio personnel (other than the CRO), will be invoiced <br /> monthly and based on time incurred providing the services,multiplied by the following hourly rates,subject to agreed <br /> upon caps in certain instances: (A) Senior Consultants--$600 per hour;and(B)Consultants--$350 per hour;and <br /> (iii) A cash retainer(the"Retainer")of$100,000 payable upon execution of this Agreement. <br /> Any amount of the Retainer that shall remain unused at the end of this Agreement shall be immediately returned to <br /> the Company after applying all unpaid fees and expenses of the CRO and Cambio. <br /> The CRO and Cambio will make a substantial commitment of professional time and effort hereunder,which <br /> may foreclose other opportunities for us. Moreover,the actual time and effort required for the engagement may vary <br /> substantially from time to time. In light of the numerous issues that may arise in engagements such as this,the CRO's <br /> and Cambio's commitment of the time and effort necessary to address the issues that may arise in this engagement, <br /> the CRO's and Cambio's expertise and capabilities that the Company will require in this engagement,and the market <br /> rate for professionals of the CRO's and Cambio's stature and reputation, the parties agree that the fee arrangement <br /> provided herein is just and reasonable, fairly compensates the CRO and Cambio,and provides the requisite certainty <br /> to the Company.Note that we do not provide any assurance regarding the outcome of our work and our fees will not <br /> be contingent on the results of such work. Furthermore, the Company and Cambio acknowledge that Cambio may <br /> propose a completion fee at a later date,which fee, if any,will be subject to approval of the Independent Committee. <br /> In addition, without regard to whether the Restructuring is consummated or this Agreement expires or is <br /> terminated, all fees, disbursements and out-of-pocket expenses (the"Expenses") incurred by the CRO and Cambio in <br /> connection with the services to be rendered hereunder(including,without limitation, reasonable attorneys' fees,travel <br /> and lodging expenses,word processing charges,messenger services,duplicating services, facsimile expenses and other <br /> customary expenditures)shall be reimbursed to Cambio,or paid on behalf of Cambio,promptly as billed.Cambio shall <br /> be paid a cash deposit of$20,000(the"Deposit")against Expenses upon the execution of this Agreement. Any unused <br /> amounts of the Deposit will be returned to the Company upon demand.As further consideration,the Company agrees to <br /> the indemnification and other obligations set forth in Schedule I attached hereto,which such schedule is an integral part <br /> hereof and incorporated herein by reference. For the avoidance of doubt, the parties hereto acknowledge that the <br /> indemnification and other obligations set forth in Schedule I attached hereto may need to be modified in the event the <br /> Company becomes a debtor under chapter I I of the Bankruptcy Code and seeks Court approval of the engagement of <br /> the CRO and Cambio in connection with the Company's chapter 11 cases. <br /> The Company shall use its best efforts to provide for the payment of the fees and expenses set forth in Section <br /> 2 hereof in full in any plan of reorganization submitted to the Bankruptcy Court (as hereinafter defined) for <br /> confirmation. <br /> Upon the commencement of any chapter I I case,the Company shall promptly apply to the bankruptcy court <br /> having jurisdiction over the chapter 11 bankruptcy case or cases of the Company (the "Bankruptcy Court") for the <br /> approval of this Agreement and the CRO's and Cambio's retention hereunder pursuant to section 363 of the Bankruptcy <br /> Code. It being understood that in connection therewith,the Company,the CRO and Cambio will enter into an amended <br /> and restated agreement to ensure the terms thereof comply with applicable provisions of the Bankruptcy Code, <br /> Bankruptcy Court orders and applicable guidelines and procedures based on applicable prior precedent for the <br /> engagement of chief restructuring officers and their affiliated firms.It is understood that the CRO and Cambio shall have <br /> no obligation to provide any services under this Agreement if the Company becomes a debtor under the Bankruptcy Code <br /> unless the CRO's and Cambio's retention are approved by a final order of the Bankruptcy Court no longer subject to <br /> appeal,rehearing,reconsideration or petition for certiorari,and which is acceptable to Cambio. If the Company becomes <br /> a debtor under the Bankruptcy Code and the CRO's and Cambio's engagement hereunder is approved by the Bankruptcy <br /> Court,the Company shall pay all fees and expenses hereunder as promptly as practicable in accordance with applicable <br />