Common use of Sale Fee Clause in Contracts

Sale Fee. In addition to the monthly fees, AlixPartners will be compensated for its efforts by the payment of a Sale Fee. The Company understands and acknowledges that the Sale Fee is an integral part of AlixPartners’ compensation for the engagement. Sale Fee in connection with the sale of the Company (“Sale Fee”): If the Company is sold, Xxxxx will pay AlixPartners a Sale Fee based on the Transaction Price (defined below) of the Company. The Sale Fee will be paid according to the following schedule: Transaction Price Sale Fee Minimum $ 75,000 [*] $ 160,000 [*] $ 210,000 [*] $ 260,000 [*] $ 310,000 [*] $ 415,000 [*] $ 430,000 [*] $ 445,000 [*] $ 460,000 [*] $ 475,000 Over [*] $ 490,000 If this engagement is completed or terminated, AlixPartners shall remain entitled to its Sale Fee payable in connection with the engagement if the Company is sold within a period of 12 months from the date of completion or termination. The Transaction Price is defined as the total consideration paid to the Company and its shareholders, including cash, debt assumed, deferred or contingent purchase price, or other consideration, if any, that comprises the amount necessary to consummate the transaction. * CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. Mr. Xxxxxxx Xxxxx March 29, 2011 The Sale Fee shall be paid out of the proceeds at the closing of the transaction. If these terms meet with your approval, please sign and return the enclosed copy of this First Amendment. We look forward to our continuing relationship with you. Sincerely yours, AlixPartners, LLP /s/ Xxxx X. Xxxxxxxxx Xxxx X. Xxxxxxxxx Managing Director Acknowledged and Agreed to: XXXXX HOLDINGS, INC. By: /s/ Xxxxxxx X. Xxxxx Its: Chief Executive Officer Dated: March 29, 2011 * CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

Sale Fee. In addition to the monthly fees, AlixPartners will be compensated for its efforts by the payment of a Sale Fee. The Company understands and acknowledges that the Sale Fee is an integral part of AlixPartners’ compensation for the engagement. Sale Fee in connection with the sale of the Company (“Sale Fee”): If the Company is sold, Xxxxx Cxxxx will pay AlixPartners a Sale Fee based on the Transaction Price (defined below) of the Company. The Sale Fee will be paid according to the following schedule: Transaction Price Sale Fee Minimum $ 75,000 [*] $ 160,000 [*] $ 210,000 [*] $ 260,000 [*] $ 310,000 [*] $ 415,000 [*] $ 430,000 [*] $ 445,000 [*] $ 460,000 [*] $ 475,000 [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] Over [*] $ 490,000 [*] If this engagement is completed or terminated, AlixPartners shall remain entitled to its Sale Fee payable in connection with the engagement if the Company is sold within a period of 12 months from the date of completion or termination. The Transaction Price is defined as the total consideration paid to the Company and its shareholders, including cash, debt assumed, deferred or contingent purchase price, or other consideration, if any, that comprises the amount necessary to consummate the transaction. * CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. Mr. Xxxxxxx Gxxxxxx Xxxxx March 29, 2011 The Sale Fee shall be paid out of the proceeds at the closing of the transaction. If these terms meet with your approval, please sign and return the enclosed copy of this First Amendment. We look forward to our continuing relationship with you. Sincerely yours, AlixPartners, LLP /s/ Xxxx Pxxx X. Xxxxxxxxx Xxxx Pxxx X. Xxxxxxxxx Managing Director Acknowledged and Agreed to: XXXXX CXXXX HOLDINGS, INC. By: /s/ Xxxxxxx Gxxxxxx X. Xxxxx Its: Chief Executive Officer Dated: March 29, 2011 * CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

Sale Fee. In addition to the monthly feesfixed fee, AlixPartners will be compensated for its efforts by the payment of a Sale Fee. The Company understands and acknowledges that the Sale Fee is an integral part of AlixPartners’ compensation for the engagement. Sale Fee in connection with the sale of the Company (“Sale Fee”): If the Company is sold, sold then Xxxxx will pay AlixPartners a Sale Fee based on the Transaction Price (defined below) of the Company. The Sale Fee will be paid according to the following schedule: · Company is sold (regardless of Transaction Price Sale Fee Minimum $ 75,000 Price): [*] $ 160,000 · Transaction Price between [*]: [*] $ 210,000 · Transaction Price between [*]: [*] $ 260,000 · Transaction Price between [*]: [*] $ 310,000 · Transaction Price between [*]: [*] $ 415,000 · Transaction Price over [*]: [*] $ 430,000 [*] $ 445,000 [*] $ 460,000 [*] $ 475,000 Over [*] $ 490,000 If this engagement is completed or terminated, AlixPartners shall remain entitled to its Sale Fee payable in connection with the engagement if the Company is sold within a period of 12 months from the date of completion or termination. The Transaction Price is defined as the total consideration paid to the Company and its shareholders, including cash, debt assumed, deferred or contingent purchase price, or other consideration, if any, that comprises the amount necessary to consummate the transaction. * CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. Mr. Xxxxxxx Xxxxx March 29, 2011 The Sale Fee shall be paid out of the proceeds at the closing of the transaction. If these terms meet with your approval, please sign and return the enclosed copy of this First Amendment. We look forward to our continuing relationship with you. Sincerely yours, AlixPartners, LLP /s/ Xxxx X. Xxxxxxxxx Xxxx X. Xxxxxxxxx Managing Director Acknowledged and Agreed to: XXXXX HOLDINGS, INC. By: /s/ Xxxxxxx X. Xxxxx Its: Chief Executive Officer Dated: March 29, 2011 * CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.