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Case 1:20-bk-12043 Doc 108 Filed 07/27/20 Entered 07/27/20 15:09:40 Desc Main <br /> Document Page 6 of 13 <br /> Prepare testimony for court hearing to support sale process and decision <br /> a. Submit expert report <br /> b. Provide deposition testimony <br /> c. Testify at hearing as necessary <br /> 15. A full discussion of the retention of EVA is contained the Engagement Agreement <br /> among EVA and the Debtors, a copy of which is attached as Attachment 1 the Proposed Order. <br /> 16. The services that EVA will provide to the Debtors are necessary to enable the <br /> Debtors to maximize the value of their estates. If the Debtors request that EVA perform services <br /> not contemplated by the Engagement Letter, EVA and the Debtors will negotiate in good faith the <br /> terms of such services to be provided, including reasonable costs and documented expenses related <br /> thereto, and such services and the fees for such services will be mutually agreed upon by EVA and <br /> the Debtors, in writing, in advance and subject to Court approval. <br /> 17. The Debtors believe that the services will not duplicate the services that other <br /> professionals will be providing to the Debtors in the chapter 1 1 cases. EVA will carry out unique <br /> functions and will use reasonable efforts to coordinate with the Debtors' other retained <br /> professionals to avoid the unnecessary duplication of services. <br /> Professional Compensation <br /> 18. In consideration of the services to be provided by EVA,and as more fully set forth <br /> in the Engagement Letter, subject to Court approval, the Debtors have agreed to pay EVA in cash <br /> under the following fee structure (the "Fee and Expense Structure"): <br /> a. An initial retainer of$100,000, paid on July 17, 2020. <br /> b. A fixed fee of$200,000 upon the earlier of(1) the sale of substantially all of the assets <br /> of the Debtors (in one or a series of transactions), or (ii) approval of a Chapter 11 <br /> reorganization plan by the Court. <br /> c. A transaction fee, equal to the 1 percent (1.0%) of the financial proceeds from the sale <br /> of the Company, subsidiaries, or individual assets to third-party purchasers other than <br /> a credit bid by the existing lenders. In the event of a credit bid, no transaction fee shall <br /> be payable to EVA. <br /> 6 <br />