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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 3 of 9
<br /> Bankruptcy Court orders and the terms hereof. Prior to commencing any chapter 11 cases, the Company shall pay all
<br /> undisputed amounts theretofore due and payable hereunder in cash.
<br /> In addition to other remedies that may be available at law or equity, the CRO and Cambio may stop work
<br /> should the Company fail to pay outstanding fees and expenses within thirty(30)days of receiving an invoice.All fees
<br /> and expenses payable hereunder shall be payable in cash via wire transfer to an account designated by Cambio. No
<br /> fee paid or payable to Cambio or any of its affiliates shall be credited against any other fee paid or payable to Cambio
<br /> or any of its affiliates.
<br /> The Company will use its best efforts to ensure that, to the fullest extent permitted by law, any confirmed
<br /> plan of reorganization or liquidation in the Bankruptcy Case contains typical and customary releases (both from the
<br /> Company and from third parties) and exculpation provisions releasing, waiving, and forever discharging the CRO,
<br /> Cambio,its divisions,affiliates,any person controlling Cambio or its affiliates,and their respective current and former
<br /> directors,officers,partners,members,agents and employees from any claims,obligations,suits,judgments,damages,
<br /> demands, debts, rights, causes of action and liabilities related to the Company or the engagement described in this
<br /> agreement.
<br /> Section 3. Term and Scope of Engagement. The advisory services and compensation arrangements set forth
<br /> herein do not encompass(i)audit,legal,tax,environmental,accounting,actuarial,employee benefits,insurance advice
<br /> or similar specialist and other professional services which are typically outsourced and which shall be obtained directly
<br /> where required by the Company at the Company's expense, or(ii) investment banking services such as the sale or
<br /> disposition of assets, the raising of capital, the issuance of"fairness opinions", or any other specific services not set
<br /> forth in Section 1 hereof. Cambio is not a registered broker-dealer in any jurisdiction and will not offer advice or its
<br /> opinion or any testimony on valuation or exchanges of securities or on any matter of fact for which Cambio is not
<br /> appropriately licensed or accredited. The compensation arrangements pursuant to Section 2 hereof shall commence
<br /> effective as of the date hereof and shall continue thereafter on a month-to-month basis pursuant to the terms hereof
<br /> until the consummation of the Restructuring. For the avoidance of doubt, this Agreement will not become effective
<br /> until(x)receipt by Cambio and the CRO of the Company's executed signature page hereto;(y)the Company's receipt
<br /> of Cambio's and the CRO's executed signature pages hereto;and(z)the receipt by Cambio of the amounts referenced
<br /> in Section 2 hereof(i.e., a pro-rated first Monthly Fee, the Retainer and the Deposit). This Agreement may be
<br /> terminated by either the Company or Cambio upon seven (7) days prior written notice;provided, however, if the
<br /> Company terminates this Agreement for any reason, other than a material uncured breach of this Agreement by
<br /> Cambio,prior to date that is three months after the effective date of this Agreement(the"Minimum Term"),then the
<br /> Company shall pay Cambio the Monthly Fee through the end of the Minimum Term immediately upon the termination
<br /> of this Agreement.Upon any termination or expiration of this Agreement,Cambio shall be entitled to receive prompt
<br /> payment of all unpaid fees and expenses accrued pursuant to Section 2 hereof up to and including the date of such
<br /> termination or expiration. Sections 2, 3, 5, 6, 9, 10 and 11 of this Agreement and the indemnity and other provisions
<br /> contained in Schedule I shall remain operative and in full force and effect regardless of any termination or expiration
<br /> of this Agreement.
<br /> Section 4. Cooperation. The Company shall: (i)furnish the CRO and Cambio with all current and historical
<br /> financial and other information and data regarding the business and financial condition of the Company
<br /> ("Information")as the CRO and Cambio reasonably believe appropriate in connection with the services hereunder;
<br /> (ii)provide the CRO and Cambio with access to the officers, directors, employees and professional advisors of the
<br /> Company as the CRO and Cambio reasonably believe appropriate in connection with its services hereunder;and
<br /> (iii) as applicable,furnish the CRO and Cambio with the restructuring financial and legal materials.The Company
<br /> agrees that it and its counsel will be solely responsible for ensuring that any restructuring materials,financing offering
<br /> materials and transaction offering materials comply in all respects with applicable law. The Company agrees that
<br /> neither the Information nor restructuring financial or legal materials will contain any untrue statement of a material
<br /> fact or omit to state a material fact necessary to make the statements therein not misleading in light of the circumstances
<br /> under which they were made. The Company will promptly notify the CRO and Cambio if it learns of any material
<br /> inaccuracy or misstatement in,or material omission from,any Information or restructuring financial or legal materials
<br /> theretofore delivered to the CRO and/or Cambio.The Company will also cause to be furnished to the CRO and Cambio
<br /> at any closing related to the Restructuring, copies of such agreements, opinions, certificates and other documents
<br /> delivered at the closing as the CRO and/or Cambio may reasonably request.
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