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Case 1:20-bk-12043 Doc 108-2 Filed 07/27/20 Entered 07/27/20 15:09:40 Desc <br /> Exhibit B - Declaration of Seth Schwartz Page 5 of 11 <br /> is well-qualified to provide services to and represent the Debtors' interests in the chapter 1 1 cases. <br /> 8. EVA believes that its services will not duplicate the services that other <br /> professionals will be providing to the Debtors in the chapter I 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 unnecessary duplication of services. <br /> Professional Compensation <br /> 9. 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 1 1 <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 /> d. In addition to any fees that may be payable to EVA and, regardless of whether any <br /> transaction occurs, the Debtors shall promptly reimburse EVA, upon receipt of an <br /> invoice therefor: (a) all documented reasonable out-of-pocket expenses incurred in <br /> connection with the transactions contemplated by this engagement (including travel <br /> and lodging, data processing and communications charges, courier services, and other <br /> appropriate expenditures) and (b) other documented reasonable fees and out-of-pocket <br /> expenses, including expenses of counsel, if any. <br /> e. If EVA provides services to the Debtors for which a fee is not provided herein, such <br /> services shall, except insofar as they are the subject of a separate agreement, be treated <br /> as falling within the scope of the Engagement Letter, and the Debtors and EVA will <br /> agree upon a fee for such services based upon good faith negotiations, subject to Court <br /> order. <br /> f. In addition, the Debtors and EVA have acknowledged and agreed that more than one <br /> fee may be payable to EVA in connection with any single transaction or a series of <br /> transactions, it being understood and agreed that if more than one fee becomes so <br /> 5 <br />