Business Debt Capital Advisory Mandate

This Agreement appoints NorthBridge to provide transaction advisory services for the mandate identified below. Compensation consists of an upfront engagement fee credited against a closing success fee. NorthBridge does not guarantee a transaction or financing outcome.

Schedule A Parties and commercial terms

Effective date	[DATE]
NorthBridge	[EXACT LEGAL ENTITY], a [STATE AND ENTITY TYPE], doing business as NorthBridge Financial Group; [ADDRESS]
Client and fee obligors	[LEGAL NAME, STATE, ENTITY TYPE AND ADDRESS OF EACH SIGNING OBLIGOR]
Notice contacts	NorthBridge: [NAME / EMAIL]Client: [NAME / EMAIL]
Covered transaction	[BORROWER / OPERATING BUSINESS / ACQUISITION TARGET IF ANY / BUSINESS PURPOSE]
Transaction objective	[DEBT AMOUNT / PERMITTED PRODUCTS / COLLATERAL / USES / TARGET TERMS]
Engagement fee	US$[E] due on signing; credited once against the success fee under Section 3
Success fee	[r]% of the fee base defined in Section 3; minimum gross success fee US$[M] (enter 0 if none)
Exclusive period	Select STANDARD 120 calendar days or COMPLEX 180 calendar days: [SELECTION]Starts on Effective Date; exclusive end date [DATE]
Tail period	12 months after actual expiration or permitted termination under Section 4
Third party expenses	Written approval required above US$[PER ITEM]; aggregate approved budget US$[BUDGET]; blank means no expense authorization
Exclusions and other fees	[NAMED EXCLUDED SOURCES / COUNTERPARTIES AND EXACT EXCLUSION]; [THIRD PARTY COMPENSATION OR NONE]
Law and venue	[STATE LAW]; [COUNTY, STATE] state courts and the federal court serving that location

Schedule B specifies the product or mandate variant. An executed jurisdiction or program rider controls conflicting terms; then Schedule A; then Schedule B; then the body of this Agreement.

Schedule A Transaction particulars

This page forms part of Schedule A. The selections and particulars below govern the applicable provisions of Schedule B. Optional terms apply only when expressly completed.

Included products	[TERM / CASH FLOW / ACQUISITION / ABL / REVOLVER / EQUIPMENT LOAN]
Transaction parameters	[BUSINESS / OWNERSHIP / OPERATING HISTORY / REVENUE / CASH FLOW / EXISTING DEBT / COLLATERAL / USES / CONTRIBUTION / GUARANTEES / TIMING]
Fee base	[FUNDED PRINCIPAL OR COMMITTED PRINCIPAL]. Funded principal applies unless committed principal is expressly selected and both parties initial below.Commitment election initials: Client ______ NorthBridge ______
Tranches and fee rates	[INCLUDED TRANCHES / AMOUNTS / DIFFERENT RATES IF ANY]. The main Schedule A rate applies unless varied here.
Follow on transactions	[SPECIFIC INCLUDED REFINANCE, RENEWAL, UPSIZE OR TAKEOUT AND APPLICABLE FEE TERMS, OR NONE]
Additional terms	[PRODUCT PARAMETERS, EXCLUDED SELLER NOTES, CONFIDENTIALITY RESTRICTIONS OR OTHER AGREED TERMS, OR NONE]

Attached jurisdiction or program riders: [IDENTIFY EXECUTED RIDERS OR NONE].

1 Appointment and advisory services

1.1 Appointment. Client appoints NorthBridge as its exclusive transaction adviser for the Covered Transaction during the Term, subject to the scope and exclusions below. NorthBridge accepts only the expressly described advisory role. “Covered Transaction” means the transaction identified in Schedule A, including a materially equivalent structure involving the same identified business, assets or property; it does not include unrelated transactions.

1.2 Initial advisory work. After signature, payment and receipt of reasonably sufficient information, NorthBridge will conduct an initial review, identify material information gaps, and prepare a written mandate assessment and proposed transaction strategy. It will provide a document request list and discuss the assessment with Client. The assessment may conclude that the proposed transaction should be revised, deferred or not marketed. A negative assessment is a possible advisory deliverable, not a financing denial by NorthBridge.

1.3 Capital process. If the assessment supports proceeding and Client authorizes the strategy, NorthBridge will prepare a financing presentation using Client-approved information, identify and approach appropriate capital sources, coordinate information requests, compare available proposals, advise on commercial structure and terms, support negotiation, and coordinate with Client, its counsel and financing parties toward closing. NorthBridge will provide written status updates at least every two weeks while active outreach or negotiations are underway.

1.4 Standard and limits of service. NorthBridge will perform the agreed services with reasonable care and commercially reasonable diligence. Timing depends on complete information and third parties. No minimum number of approaches, proposals or offers is promised. Material scope changes require a signed amendment. NorthBridge may use qualified personnel and service providers subject to confidentiality obligations and remains responsible for its contractual performance.

1.5 Excluded professional services. NorthBridge does not provide legal, tax, accounting, audit, appraisal, engineering, environmental, insurance or investment suitability opinions, nor a fairness opinion, quality-of-earnings report or independent verification of Client information. Client will retain its own qualified professionals. Any financial analysis is advisory and based on stated assumptions; it is not an independent certification or assurance.

1.6 Authority and relationship. NorthBridge is an independent contractor and has no authority to bind Client, sign transaction documents for Client, accept an offer for Client, or take custody of transaction funds or securities. Its fee payments are compensation for services, not transaction proceeds held for others. No partnership, lending commitment or discretionary management relationship is created. Nothing excludes a duty that applicable law imposes and does not permit the parties to waive.

2 No guarantees and client responsibilities

2.1 No outcome guarantee. NORTHBRIDGE DOES NOT GUARANTEE APPROVAL, FUNDING, AN OFFER, A CLOSING, A PARTICULAR CAPITAL AMOUNT, VALUATION, RATE, LEVERAGE, COVENANT, RECOURSE LEVEL, TIMELINE OR OTHER RESULT. NorthBridge does not commit its own funds and cannot compel any third party to act. Illustrations, estimates, target terms, prior transactions, preliminary assessments and expressions of interest are not promises or commitments.

2.2 Client decides. Client may accept or reject any proposal in its discretion. A rejected proposal or unconsummated transaction does not alone trigger a success fee. Client remains responsible for its business decisions, diligence, affordability, repayment obligations, guarantees and execution of documents. No statement by NorthBridge overrides a third party’s actual written conditions or creates a guarantee by NorthBridge.

2.3 Accurate information. Client represents that it has authority to enter this Agreement and provide the information and permissions required for the mandate. Information supplied by or on behalf of Client will be accurate and complete in all material respects, with no material misleading omissions. Projections must be prepared in good faith with identified assumptions. Client will promptly correct errors and disclose adverse changes. NorthBridge may rely on Client information without independent verification, but this does not authorize NorthBridge to disregard known material inaccuracies.

2.4 Required disclosures. Client will disclose ownership and authority, existing mandates and fees, liens and indebtedness, material litigation, defaults, insolvency issues, regulatory restrictions, conflicts, and other matters reasonably material to the Covered Transaction. Client will provide beneficial ownership and identity information reasonably required by law or transaction parties, and confirm lawful business purposes and sources of funds. Personal credit reports require separate legally sufficient authorization where applicable.

2.5 Cooperation and submissions. Client will designate an authorized decision maker, respond promptly, provide timely access to records and advisers, and approve material external presentations in writing before distribution. Client authorizes sharing approved transaction information with appropriate prospective counterparties and their advisers for the mandate, subject to Section 5. Client will not make unauthorized promises in NorthBridge’s name.

2.6 Closing information. Client will notify NorthBridge promptly of proposals, negotiations, signed transaction documents and expected closing dates concerning the Covered Transaction, including direct approaches. Client will provide the documents reasonably needed to calculate fees and confirm closing, with unrelated confidential information redacted. Client will seek to include NorthBridge’s lawful fee on the closing statement and deliver payment instructions to the closing agent. The closing agent is not bound unless it separately agrees.

2.7 Related entities. Client remains liable for fees when the Covered Transaction is consummated through a controlled affiliate, nominee or special purpose vehicle. Client will procure a joinder from any intended additional fee obligor before closing. This clause binds Client; it does not purport to bind a nonsignatory. Each entity or person expressly signing as a Client fee obligor is jointly and severally liable for Client obligations. A representative’s signature alone creates no personal guarantee.

3 Fees and payment

3.1 Engagement fee and credit. The engagement fee in Schedule A is due upon signing. It compensates NorthBridge for commencement, the initial advisory work in Section 1.2 and capacity allocated to the mandate. It is earned upon commencement of that work and, to the fullest extent permitted by applicable law, is nonrefundable thereafter. NorthBridge will commence within five business days after receipt of payment and the reasonably necessary initial information. The fee is not a security deposit or money held in escrow. NorthBridge will keep a record of commencement and deliver the initial assessment within fifteen business days after receipt of reasonably sufficient information, unless the parties agree otherwise in writing.

3.2 Failure to close. Once earned, the engagement fee remains payable and is not refunded solely because financing is unavailable, terms change, Client declines a proposal, a transaction fails or is abandoned, or this Agreement ends. This does not waive a refund, restitution or other remedy required by nonwaivable law, or excuse NorthBridge’s fraud, willful misconduct, gross negligence or failure to perform its express obligations. No success fee is earned merely by presenting a term sheet, approval, commitment, letter of intent or ready and willing counterparty.

3.3 Debt success fee. A success fee is earned only when a Covered Transaction subject to Section 4 closes and the applicable fee base becomes effective as stated here. The default fee base is aggregate new principal actually advanced to or for the borrower, including amounts paid to refinance existing debt, pay closing costs or fund restricted reserves. It excludes sponsor equity, unfunded commitments and unadvanced future interest. Subsequent advances under that closed facility count when advanced, including after the Term or Tail; repeated draws of previously counted revolving principal do not count twice. A commitment-based fee applies only if expressly selected and initialed in Schedule A.

3.4 Calculation and timing. For each Covered Transaction, gross cumulative success fee equals the greater of the stated minimum and the stated percentage multiplied by the cumulative fee base; the minimum applies only after a closing. The amount currently payable equals that gross fee, less the cumulative engagement credit applied to that transaction, less success fees already paid for that transaction, never below zero. The engagement fee actually paid is credited dollar-for-dollar once, first against the earliest success fee and then against later fees under this mandate until exhausted. NorthBridge will keep a cumulative credit ledger; previously applied credit remains deducted in later cumulative calculations and cannot be reused on another transaction. Any unused credit has no cash value except as required by law. Payment is due at each closing or later qualifying advance.

3.5 Expenses and collection. Approved, documented third party expenses are separate from the engagement credit and payable within ten business days of invoice; ordinary internal overhead is included in fees. Client pays undisputed amounts without setoff, except as required by law or final judgment. Overdue amounts accrue simple interest at the lesser of 1% monthly or the lawful maximum. NorthBridge may recover reasonable collection costs and attorneys’ fees awarded by a court, subject to mandatory reciprocity rules. Client owes applicable transaction taxes on services, excluding NorthBridge income taxes. There is no recurring retainer under this Agreement.

4 Exclusivity termination and fee protection

4.1 Term. The Term begins on the Effective Date and continues through 11:59 p.m. at the selected venue on the exclusive end date in Schedule A, unless earlier ended as expressly permitted here. The exclusive end date in Schedule A controls any discrepancy with the stated duration. Neither party may terminate for convenience during this entire period. A convenience notice cannot shorten it. Client’s withdrawal, changed plans, rejection of a proposal, lack of funding or failure to close does not itself end exclusivity. The Term expires automatically on that end date without notice; any extension requires a writing signed by both parties specifying the new end date. No continued discussions or work alone renews it. The parties may mutually agree in a signed writing to end it earlier. Either party may terminate for material breach not cured within ten business days after detailed written notice. NorthBridge may immediately suspend or terminate for reasonably suspected unlawful activity, material misrepresentation, sanctions restrictions or a legal prohibition; it may suspend for nonpayment after five business days’ notice. Mandatory legal termination rights remain intact. Suspension does not release Client from exclusivity or automatically extend the Term or Tail; it does not excuse an uncured breach by NorthBridge.

4.2 Exclusivity and transaction coverage. During the Term, Client will route all financing inquiries within the Covered Transaction through NorthBridge and will not retain another intermediary for that scope without NorthBridge’s written consent. A success fee applies to any Covered Transaction closed during the Term, whether arranged by NorthBridge, Client, an existing relationship or another person, except the precise exclusions in Schedule A. A preexisting relationship is not automatically excluded. A different financing structure for the same identified transaction does not avoid the fee; an unrelated financing is outside this mandate.

4.3 Protected parties and tail. The Tail begins immediately after actual expiration or permitted early termination of the Term, not upon an ineffective convenience notice, abandonment or suspension. It preserves fee rights, not exclusivity. Within fifteen business days after termination or expiration, NorthBridge must deliver a written list identifying each protected source, buyer or target and the material contact or work supporting inclusion. A protected party is one introduced to Client, approached with Client authorization about the Covered Transaction, or involved in substantive transaction work by NorthBridge during the Term. Mere inclusion in a generic database is insufficient. Protection includes an identified party’s controlled acquisition or lending vehicle used for the same transaction, not every unrelated portfolio company or affiliate.

4.4 Tail trigger. A success fee applies if Client consummates a Covered Transaction with a timely listed protected party within the Tail in Schedule A. It also applies if Client signs binding definitive transaction documents with that party within the Tail and closes under those documents within six months after the Tail ends. A nonbinding letter of intent or indicative term sheet does not extend the Tail. Client will notify NorthBridge of these events. The Tail does not apply if Client properly terminates for NorthBridge’s uncured material breach under Section 4.1; mandatory law also controls any fee claim. An engagement credit remains available against a Tail success fee.

4.5 Circumvention and remedies. Client will not conceal, divert or restructure a Covered Transaction through another person for the purpose of avoiding an otherwise earned fee. NorthBridge may recover the fee that would otherwise be payable and proven recoverable loss, without double recovery. This Agreement imposes no automatic multiple of the fee, penalty or success fee merely for a failed closing. A claim for breach remains subject to governing law and proof; ordinary negotiations and Client’s decision to reject a proposal are not circumvention by themselves.

4.6 Survival. Earned fees, expense obligations, available engagement credit, closing information duties, permitted Tail rights, confidentiality, use restrictions, indemnity, liability provisions and dispute terms survive as necessary to give them effect. Termination does not accelerate an unearned success fee. Subsequent payments or advances under an already covered closing remain governed by Section 3 and Schedule B.

5 Confidentiality and allocation of risk

5.1 Confidential information. Each party will use nonpublic information received from the other only for this mandate, administration, compliance or enforcement, and protect it with reasonable care. Disclosure is permitted to personnel and professional advisers who need it and are subject to confidentiality duties, and to prospective transaction parties as authorized by Client. For M&A, identifying or sensitive information will be disclosed under an appropriate confidentiality agreement unless Client authorizes otherwise in writing. For debt, Client authorizes customary lender diligence disclosures, with additional restrictions recorded in Schedule A.

5.2 Exceptions and duration. These duties exclude information lawfully public, already known without restriction, independently developed, or lawfully received from another source. Legally required disclosure is permitted with prior notice and reasonable protective cooperation when lawful. Confidentiality lasts three years after termination; trade secrets remain protected while legally qualifying. On request, each party will return or delete the other’s information, except legal or compliance records and inaccessible routine backups, which remain protected. No public transaction announcement, use of Client’s logo or identifiable tombstone is authorized without Client’s written consent.

5.3 Work product and conflicts. NorthBridge retains its preexisting materials, methods, templates and general know-how. Client retains its underlying information and receives a nonexclusive license to use delivered transaction materials for the Covered Transaction, subject to payment of amounts due and third party rights. No unrelated person may rely on NorthBridge’s work without written consent. NorthBridge may serve other clients, but may not misuse Client information or act for an adverse party in the same transaction without specific informed written consent. NorthBridge must disclose proposed lender, referral, buyer or other third party compensation and obtain required consent before accepting it; Schedule A must state its amount or formula and credit treatment. Silence authorizes none.

5.4 Client indemnity. Client will indemnify NorthBridge and its personnel against third party claims, losses and reasonable defense costs to the extent arising from Client’s material misstatement or omission, breach of this Agreement, unlawful conduct, or unauthorized use of NorthBridge’s materials. Indemnity does not cover the portion caused by the indemnified person’s fraud, willful misconduct, gross negligence, material breach of this Agreement or liability that law forbids shifting. Ordinary disputes over NorthBridge’s fees are governed by Section 3, not this third party indemnity.

5.5 Claim procedure. NorthBridge will give prompt notice of an indemnified claim; delayed notice reduces liability only to the extent of actual prejudice. Client may control the defense with reasonably acceptable counsel. NorthBridge may participate at its own cost, except reasonable separate counsel costs are covered for a material conflict. No settlement may admit fault by or impose nonmonetary duties on an indemnified person, or omit its complete release, without its written consent. If Client fails to defend after reasonable notice, NorthBridge may defend and seek covered reasonable costs.

5.6 Liability limits. TO THE FULLEST EXTENT PERMITTED BY LAW, NORTHBRIDGE’S AGGREGATE LIABILITY ARISING FROM THIS MANDATE WILL NOT EXCEED THE TOTAL FEES ACTUALLY PAID TO NORTHBRIDGE UNDER IT. NORTHBRIDGE WILL NOT BE LIABLE FOR CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OR LOST PROFITS, OPPORTUNITIES OR ANTICIPATED FINANCING. These limitations do not cover NorthBridge’s fraud, willful misconduct, gross negligence or liability that cannot lawfully be limited. They do not negate its express service obligations, excuse unlawful fees, or prevent a legally required refund. Client’s lawful fee obligations are not capped by this Section.

6 Legal terms and signatures

6.1 Lawful scope. Each party must comply with applicable law. No provision authorizes NorthBridge to perform services requiring a license, registration or exemption it does not possess or qualify for. Before regulated activity begins, the applicable authority and required disclosures must be established. If that cannot be done, the affected work must stop or be placed under a separately documented lawful arrangement; compensation must comply with law. Calling a service “advisory” does not determine its regulatory status. No Client representation substitutes for NorthBridge’s own obligations.

6.2 Disputes. The law and courts identified in Schedule A govern, without displacing mandatory law applicable to the parties or transaction. The parties consent to those courts’ jurisdiction and venue, subject to mandatory jurisdiction rules. Before filing an ordinary contract action, senior representatives will attempt resolution for ten business days after written dispute notice. This does not bar urgent equitable relief, preserve no expired claim, and does not prohibit regulatory reporting, protected disclosures or cooperation with authorities. This Agreement does not require arbitration or waive trial by jury.

6.3 Notices. Contractual notices must be sent to the notice email addresses in Schedule A and are effective upon affirmative acknowledgment or, absent an error or bounce message, on the next business day after transmission. A party may update its address by notice. Litigation service must comply with applicable procedural law. “Business day” means a weekday other than a federal banking holiday at the selected venue.

6.4 Entire agreement and amendments. This Agreement and its executed schedules and riders are the entire agreement for the Covered Transaction and supersede prior proposals and discussions on that subject. No collateral assurance of success or refund is part of the bargain. This does not waive fraud claims or nonwaivable rights. Amendments, fee waivers, scope expansions and extensions require a writing signed by both parties. A delay in enforcing a right does not waive it.

6.5 Assignment and severability. Neither party may assign this Agreement without the other’s written consent, except NorthBridge may assign lawful receivables without transferring its service obligations. Client remains responsible if it uses an affiliate to complete the Covered Transaction. An unenforceable provision will be severed or narrowed only as law permits; the remainder survives if its essential bargain remains lawful. Severability does not validate prohibited services or compensation. No third party beneficiary exists except indemnified persons under Section 5.4.

6.6 Execution. Counterparts and legally valid electronic signatures are effective as originals. Each signatory represents authority for the identified party. Each party acknowledges the opportunity to consult independent counsel and agrees to the completed commercial terms, schedules, fee credit, exclusivity, Tail and liability provisions. Additional fee obligors must sign below or execute a joinder expressly accepting this Agreement.

Signatures

For NorthBridge as identified in Schedule A
By: ______________________________ Date: ______________
Name and title: _________________________________________

For Client as identified in Schedule A
By: ______________________________ Date: ______________
Name and title: _________________________________________

Additional fee obligor identified in Schedule A, if any
By: ______________________________ Date: ______________
Name and capacity: ______________________________________

Schedule B Product terms and fee elections

B1 Product and transaction detail. Schedule A identifies the borrower, financing purpose, included products, collateral and relevant transaction parameters. Only the selected products and the Covered Transaction are included. Requested terms are objectives only and are not conditions to an earned fee if Client voluntarily closes on other terms within the Covered Transaction.

B2 Fee base election. The fee base is FUNDED PRINCIPAL under Section 3.3 unless COMMITTED PRINCIPAL is expressly selected in Schedule A and initialed there by both parties. If both parties make that election, the fee base includes the binding, legally closed commitment, including construction or revolving availability subject to customary draw conditions, once the facility closes and an initial advance occurs. Uncommitted accordions and increases at lender discretion are excluded until separately effective and funded. No refund arises solely from later failure to draw, cancellation or reduction. Subsequent draws of counted principal incur no second fee. If not jointly initialed, the funded-principal default applies.

B3 Multiple tranches and transactions. Schedule A specifies included tranches and any different tranche-specific fee rates. Without a signed allocation, Schedule A’s single rate applies to each included tranche. No principal counts twice. Sponsor equity and preferred equity are excluded. A later refinance, renewal, upsize or bridge-to-permanent takeout is a separate fee event only if expressly covered in Schedule A or in a signed amendment. A subsequent draw of a previously closed covered facility remains governed by Section 3.3 without requiring an amendment.

B4 Revolving and asset based debt. For a revolver or asset based facility, Client will provide collateral details, borrowing-base assumptions, reserves, advance rates and reporting requirements. Availability may differ from the facility limit. Under the default, only funded principal counts, without repeated fees on recycled principal; the jointly initialed commitment election changes that basis. For equipment loans, Client will identify the financed assets and lender-direct vendor payments. Equipment leases, factoring and receivables purchases require a separate fee-base and regulatory rider before inclusion.

B5 Acquisition and other debt. For acquisition debt, Client will provide acquisition uses, borrower structure, sponsor contribution and seller financing; any excluded seller note must be identified in Schedule A. This mandate does not provide M&A sale or purchase advisory services. For cash-flow and growth facilities, Client will identify liens, covenants and guarantees under consideration. Securities, preferred equity, convertible instruments, equity fundraising and merchant cash advances are outside this mandate unless replaced by a separate lawful engagement suited to that product.

B6 Special programs and jurisdictions. SBA, HUD/FHA, other government programs, consumer or residential transactions, cross-border work and products requiring special licensing or disclosures are excluded until the parties execute a compliant rider. Required program documents and mandatory law control fees, credit treatment and refunds. Any additional confidentiality restrictions or product terms are set out in Schedule A.