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					                                                                                                    1201 W. Arbrook Blvd . Ste. 121-926
                                                                                                                Arlington, Texas 76015
                                                                                                             Telephone (877) 873.6339
                                                                                                              Facsimile (972) 692.7369
                                                                                                funding@provisionfinancialsolutions.com
A Division of The ProVision Group                                                                   www.provisionfinancialsolutions.com

                                                            Funding Request

1. Business Information
Legal Business Name                                                            Doing Business As (DBA)

Physical Address                                                               City                                                     State         Zip

Mailing Address                                                                City                                                     State         Zip

Type of Organization Check One                                                 Request Type (Check one)
   Sole Proprietor      S Corp        Ltd Partnership                             Venture Capital         Equity Financing               Micro Loan         Bridge
   Corporation          LLC            Gen. Partnership                           Standby Letter    Interest Reserves                    Business Loan       BLOC
   Other/Special explain:                                                         Other:
2. Required.
   I understand that there will be a non-refundable underwriting deposit/fee due with this application.
   I understand that there is a due diligence fee underwriting of the project due, also with this application (provided separately).
   I understand that all closing costs are my responsibility.
   I understand that the Principals shall personally guarantee this loan.
3. Business Owner /Contact Information
Name of Business                      Last Name                                       Middle                            First

Title                                 % Ownership of Business                         Number of Years of Ownership

Social Security Number                EIN Number for the Business                        Approximate Personal Net Worth

Home Street Address

City                                                                           State                       Zip

Business Phone               Facsimile Number                Cellular Phone                    Email Address                    Web site

4. Information on the Business / Property
Legal Name of Owner

Street Address of Property ( If applicable)                            City                             County                  State           Zip

How is the property owned? (check one)             Property Type (Check one)                                           Building Size:
  Self        Trust           LLC                     Office         Warehouse         Restaurant                      No. of Bldgs:
  Corp        Partnership                             Industrial                                                       Land Size:
  Other/Special Purpose Describe                      Retail         Mixed Use                                            acres    sq ft
                                                      Other/Special Purpose Describe:
Estimated Current Market Value of Collateral       Date Property Purchased/Built    Purchase Price (Current              Building Structure (Check One)
                                                   (mm/yy)                          Lien)                                   Concrete Tilt-up
                                                                                                                            Concrete Block
Year Built:                                        What % of the property does your business occupy 0                       Wood Frame/Stucco
Last Renovated:                                    Do you intend on selling and when? no                                    Steel
If development when is building to start           Annual Gross Rents $                                                     Other
                                                   Is the property currently for sale? Yes        No
5. Loan Request
Amount of loan requested:                             Briefly Indicate Any Current Loans:


Interest Rate Requested:
Term Requested:             Points:                   Current Loan Balance $
                                                                                                  1201 W. Arbrook Blvd . Ste. 121-926
                                                                                                              Arlington, Texas 76015
                                                                                                           Telephone (877) 873.6339
                                                                                                            Facsimile (972) 692.7369
                                                                                              funding@provisionfinancialsolutions.com
A Division of The ProVision Group                                                                 www.provisionfinancialsolutions.com
Expected use of funds (Check One)                      Current Monthly Payment $
   Purchase property Raw Land for Development
   Purchase property                                   Current Interest Rate $
   Restructure/ Consolidate existing debt(s)
   Operating Capital                                   Are payments current?      Yes        No
   Acquisition / Merger
   Other Closing Cost for a new property

6. Additional Information
Is the business applicant or any guarantor or co-applicant currently involved in any litigation or other legal claims?   Yes   No
Has the business applicant or an other guarantor or co-applicant ever declared bankruptcy?       Yes        No
Are there any taxes currently past due and owed by the business applicant, any guarantor or co-applicant?         Yes    No
Will any of the loan proceeds be used to pay delinquent property taxes?      Yes       No
IF “YES” TO ANY OF THE ABOVE PLEASE PROVIDE AN EXPLANATION ON A SEPARATE SHEET AND ATTACH
SAME TO THIS APPLICATION!

I certify that I am authorized to submit this application on behalf of the business and that all information and documents provided in
conjunction with this application, including federal and state tax returns (if any) are true, correct and complete. The ProVision Group
and their assigns are authorized to check my credit and company / employment history. I acknowledge that 1) this application is
subject to final approval of the applicant and its owners, and that 2) additional information will be required by the Underwriting
Department in order make the final credit decision. I authorize The ProVision Group and/or their assigns to obtain information on
all existing credits. I agree to notify The ProVision Group and/or assigns promptly of any material change in the information I have
provided. IMPORTANT NOTE: Falsification of credit information may be a federal offense and may result in exemption from
discharge in the event a petition for bankruptcy if filed.

Authorized Signature ________________________________________Signed this ____ day of ______________ 200_

Please Print Authorized Name :                                                              Title:
                                                                            1201 W. Arbrook Blvd . Ste. 121-926
                                                                                        Arlington, Texas 76015
                                                                                     Telephone (877) 873.6339
                                                                                      Facsimile (972) 692.7369
                                                                        funding@provisionfinancialsolutions.com
A Division of The ProVision Group                                           www.provisionfinancialsolutions.com

                                            FUNDING CHECKLIST
The following items are needed along with your Funding Application Request:


     Use of Funds or Proceeds
     Executive Summary ( no more than five pages)
     Appraisal
     Prospective Site Description
     3 Years Historical Operating Statements on the Company
     3 Years Tax Returns
     Current Year-to-Date (YTD) Operating Statement
     2 Years Personal Financial Statements on Principals
     Current Year-to-Date (YTD) Financial Statements on Principals
     Client Contracts (Existing / Proposed)
     Projected Cash Flow Statements for next 12 months
     Pro Forma for next 12 months / length of loan
     Client Summary Sheet (Existing / Proposed)
     Distributor Summary Sheet (Existing / Proposed)
     Resume/background on Borrowers
                                                      1201 W. Arbrook Blvd . Ste. 121-926
                                                                  Arlington, Texas 76015
                                                               Telephone (877) 873.6339
                                                                Facsimile (972) 692.7369
                                                  funding@provisionfinancialsolutions.com
A Division of The ProVision Group                     www.provisionfinancialsolutions.com

Success Agreement
This agreement is entered into this Sunday, June 03, 2012, by and between
      , represented by      , hereinafter known as the (COMPANY),

                                      AND

The ProVision Group, Inc. represented by Patience L. Harris, hereinafter
known as the (ADVISOR), mutually agree to the following:

WHEREAS, the COMPANY has intellectual property, concept(s), design(s),
project(s), trademark(s), or other such asset.

WHEREAS, the ADVISOR has access to several potential entities that are
capable of providing credit lines, loans, funding or facilitators for lending, and

NOW THEREFORE, in consideration of the premises and the mutual promises,
and covenants, terms and conditions contained herein, and other good and
valuable considerations, the receipt and sufficiency of which are acknowledged
by the parties hereto, the undersigned agree and covenant as follows:

    1. TERM OF AGREEMENT. The Agreement has (“Agreement Term”) of 1
       year from the date its signed execution.
    2. DUTIES OF COMPANY.             The COMPANY shall be engaged to
       perform the following function:
          a. Provide the advisor and/or assigns with completed Funding
             Request Form and required conditions to fund (see attached).

    3. DUTIES OF THE ADVISOR. It is agreed that the services of the
       ADVISOR are to utilize the COMPANY’s provided information to acquire
       cash in any one of the following forms; Credit Line, Business Loan, Stock
       Loan, Securities Loan, Venture Capital, or any form of lending as a result
       of the availability or use of the COMPANY’s asset used for such
       acquisition will be placed in an account that is in the name of the
       COMPANY.
    4. PURPOSE AND FUNCTION OF CASH: Any cash acquired by the
       ADVISOR that is placed in the account of the COMPANY will then be
       used by the COMPANY FOR:
             .
                                                    1201 W. Arbrook Blvd . Ste. 121-926
                                                                Arlington, Texas 76015
                                                             Telephone (877) 873.6339
                                                              Facsimile (972) 692.7369
                                                funding@provisionfinancialsolutions.com
A Division of The ProVision Group                   www.provisionfinancialsolutions.com
    5. REMUNERATION. If at any tie a transaction is consummated through
       the sources of the ADVISOR, the following parties to this agreement
       shall be entitled to receive compensation based on the following
       schedule:

    FUNDING AMOUNT:

    Compensation to ADVISOR:

    FUNDING AMOUNT:

    Compensation to ADVISOR:

    FUNDING AMOUNT:

    Compensation to ADVISOR:

    FUNDING AMOUNT:

    Compensation to ADVISOR:


    Note: Any additional entities other than the above mentioned parties who
    are to receive any form of compensation for their involvement in any
    contract related to this agreement is the responsibility of the party
    negotiating such compensation.

    6. DISBURSEMENT OF REMUNERATION. When profits/revenues are
       received by the COMPANY the above fees / royalties stated in Section 5
       of the agreement will be paid out to the ADVISOR from the COMPANY
       to the bank account of the ADVISOR, per the directive of the ADVISOR.

    7. SPECIFIC PERFORMANCE. In the event of any controversy concerning
       rights or obligations under Sections 3,4,5, and 6, such rights or
       obligations shall be enforceable in a court of equity by a decree of
       specific performance. Any such remedy shall be cumulative and non-
       exclusive , and shall be in addition to any other remedies to which the
       parties may be entitled.
                                                     1201 W. Arbrook Blvd . Ste. 121-926
                                                                 Arlington, Texas 76015
                                                              Telephone (877) 873.6339
                                                               Facsimile (972) 692.7369
                                                 funding@provisionfinancialsolutions.com
A Division of The ProVision Group                    www.provisionfinancialsolutions.com
    8. REPRESENTATIONS. The acts, statements, and representations made
       by the COMPANY to the ADVISOR, are the responsibility of the
       COMPANY, and the COMPANY represents that all information,
       instruments, collateral, provided to the ADVISOR regarding this
       agreement are legitimate, accurate and of non-criminal origin.

    9. AUTHORITY. The parties hereto represent that they have the authority
       to enter into this agreement.

    10.      CHANGES.           This agreement represents the entire agreement,
       supersedes any prior agreement or understandings between the parties.
       No amendments, alteration or withdrawal of this agreement shall be valid
       or binding unless made in writing, and executed by both parties of this
       agreement. Any purported amendment, modification or withdrawal,
       which is oral shall be void and of no effect whatsoever.

    11.      CONSTRUCTION. This agreement shall be governed by the laws
       of State of Texas, County of Dallas, without reference to conflict of laws
       and the venue for any action, claim or dispute in respect of this
       agreement shall be in the court of competent jurisdiction as is located in
       the county of Dallas, State of Texas. The parties agree and acknowledge
       that each has reviewed this agreement and the normal rule of
       construction that agreements are to be construed against the drafting
       party shall not apply in respect of this agreement, given the parties have
       mutually agreed upon the terms and conditions of this agreement.

    12.      CONTINUING EFFECT. Sections 7 and 10 shall survive the
       expiration or termination of this agreement.

    13.     NOTICES. All notices required under this agreement shall be
       deemed sufficient if forwarded to the parties by certified mail, and shall
       be deemed received upon the third business day after mailing.

    14.     COOPERATION. The parties hereto agree to cooperate with one
       another in respect of this agreement, including reviewing and executing
       any document necessary for the performance of this agreement, to
       comply with law or as reasonably requested by any party hereto, or legal
       counsel to any party hereto.
                                                    1201 W. Arbrook Blvd . Ste. 121-926
                                                                Arlington, Texas 76015
                                                             Telephone (877) 873.6339
                                                              Facsimile (972) 692.7369
                                                funding@provisionfinancialsolutions.com
A Division of The ProVision Group                   www.provisionfinancialsolutions.com
    15.       EXPENSES. The COMPANY agrees to reimburse ADVISOR, but
       only if the Transaction is consummated, for all reasonable and
       accountable out-of-pocket expenses (including without limitation the
       underwriting fees, charges, disbursements and expenses of financial
       advisors, accountants, consultants, attorneys and other advisors)
       incurred by ADVISOR and paid to third parties (which shall include
       Infinity Commercial Capital and its affiliates other than ADVISOR) by
       ADVISOR in connection with the Transaction (the “Transaction
       Expenses”). Reimbursement of the Transaction Expenses shall be made
       out of the proceeds of the Transaction based upon the submission by
       ADVISOR to the COMPANY of an invoice for such Transaction
       Expenses. In the event that the COMPANY materially breaches its
       obligations under this Agreement, the COMPANY shall reimburse
       ADVISOR for the Transaction Expenses regardless of whether the
       Transaction is consummated.

    16.      INDEPENDENT LEGAL COUNSEL. The parties hereto agree that
       each has retained independent legal counsel, and that each is aware of
       the importance of retaining legal counsel, and by the execution of this
       agreement, each party who has not retained independent legal counsel,
       acknowledges having waived such right.

    17.      ACCEPTANCE OF FACSIMILE OR EMAIL SIGNATURE. The
       parties to this agreement agree to accept receipt of facsimile signature
       copy, or email signature copy of this agreement, and any addenda hereto
       as legal and binding.
                                                   1201 W. Arbrook Blvd . Ste. 121-926
                                                               Arlington, Texas 76015
                                                            Telephone (877) 873.6339
                                                             Facsimile (972) 692.7369
                                               funding@provisionfinancialsolutions.com
A Division of The ProVision Group                  www.provisionfinancialsolutions.com
    IN WITNESS WHEREOF, the undersigned parties have accepted this
    agreement as of the date first written and entered into this agreement as
    witnessed by their signatures below.

    The ProVision Group, Inc.                 _________________________
    1201 West Arbrook Blvd # 121-926          Signatory of ADVISOR
    Arlington, Texas 76015
                                              Date



                                        _________________________
                                        Signatory of COMPANY

                                              Date
                                                            1201 W. Arbrook Blvd . Ste. 121-926
                                                                        Arlington, Texas 76015
                                                                     Telephone (877) 873.6339
                                                                      Facsimile (972) 692.7369
                                                        funding@provisionfinancialsolutions.com
A Division of The ProVision Group                           www.provisionfinancialsolutions.com

                           Non-Disclosure Agreement

Purpose: This form allows both parties to a potential transaction to share
confidential information. The recipient of the information is obligated to keep it
confidential and not use it for any purpose other than the evaluation of the
proposed                                                              transaction.

Each undersigned party (the "Receiving Party") understands that the other
party (the "Disclosing Party") has disclosed or may disclose information
relating to

   i.      [specific business information to be disclosed] in conjunction or
  ii.      the Disclosing Party's business (including, without limitation, computer
           programs, names and expertise of employees and consultants, know-
           how, formulas, processes, ideas, inventions (whether patentable or not)
           schematics and other technical, business, financial, customer and
           product development plans, forecasts, strategies and information), which
           to the extent previously, presently, or subsequently disclosed to the
           Receiving Party is hereinafter referred to as "Proprietary Information" of
           the Disclosing Party.

Notwithstanding the foregoing, nothing will be                 considered     "Proprietary
Information" of the Disclosing Party unless either

        1. it is first disclosed in tangible form and is conspicuously marked
           "Confidential," "Proprietary" or the like or
        2. it is first disclosed in nontangible form and orally identified as confidential
           at the time of disclosure and is summarized in tangible form
           conspicuously marked "Confidential" within 1 year of the original
           disclosure.
           In consideration of the parties' discussions and any access the Receiving
           Party may have to Proprietary Information of the Disclosing Party, the
           Receiving Party hereby agrees as follows:

1. Use of Proprietary Information. The Receiving Party agrees:

a. to hold the Disclosing Party's Proprietary Information in confidence and to
take reasonable precautions to protect such Proprietary Information (including,
without limitation, all precautions the Receiving Party employs with respect to
                                                        1201 W. Arbrook Blvd . Ste. 121-926
                                                                    Arlington, Texas 76015
                                                                 Telephone (877) 873.6339
                                                                  Facsimile (972) 692.7369
                                                    funding@provisionfinancialsolutions.com
A Division of The ProVision Group                       www.provisionfinancialsolutions.com
its confidential materials),

b. to not divulge any such Proprietary Information or any information derived
there from to any third person (except consultants, subject to the conditions
stated below,

c. not to make any use whatsoever at any time of such Proprietary Information
except to evaluate internally whether to enter into the currently contemplated
agreement with the Disclosing Party; and

d. not to copy or reverse engineer any such Proprietary Information.
Any employee or consultant given access to any such Proprietary Information
must have a legitimate "need to know" and shall be similarly bound in writing.
Without granting any right or license, the Disclosing Party agrees that the
foregoing clauses (i), (ii), (iii) and (iv) shall not apply to any information that
the Receiving Party can document

  i.    is (or through no improper action or inaction by the Receiving Party or
        any affiliate, agent, consultant or employee) generally available to the
        public, or
  ii.   was in its possession or known by it prior to receipt from the Disclosing
        Party, or
 iii.   was rightfully disclosed to it by a third party without restriction, provided
        the Receiving Party complies with any restrictions imposed by the third
        party, or
 iv.    was independently developed without use of any Proprietary Information
        of the Disclosing Party by employees of the Receiving Party who have
        had no access to such information. The Receiving Party may make
        disclosures required by court order, provided the Receiving Party uses
        reasonable efforts to limit disclosure and to obtain confidential treatment
        or a protective order and has allowed the Disclosing Party to participate
        in the proceeding.

2. Return of Proprietary Information:

Immediately upon (i) the decision by either party not to enter into the
agreement contemplated by paragraph 1, or (ii) a request by the Disclosing
Party at any time (which will be effective if actually received or three days after
mailed first class postage prepaid to the Receiving Party), the Receiving Party
will turn over to the Disclosing Party all Proprietary Information of the
                                                        1201 W. Arbrook Blvd . Ste. 121-926
                                                                    Arlington, Texas 76015
                                                                 Telephone (877) 873.6339
                                                                  Facsimile (972) 692.7369
                                                    funding@provisionfinancialsolutions.com
A Division of The ProVision Group                       www.provisionfinancialsolutions.com
Disclosing Party and all documents or media containing any such Proprietary
Information and any and all copies or extracts thereof.

3.Disclosure:
Except to the extent required by law, neither party shall disclose the existence
or subject matter of the negotiations or business relationship contemplated
between the parties.

    4.Miscellaneous:
    The Receiving Party acknowledges and agrees that due to the unique nature
    of the Disclosing Party's Proprietary Information, there can be no adequate
    remedy at law for any breach of its obligations hereunder, that any such
    breach may allow the Receiving Party or third parties to unfairly compete
    with the Disclosing Party resulting in irreparable harm to the Disclosing
    Party, and therefore, that upon any such breach or any threat thereof, the
    Disclosing Party shall be entitled to appropriate equitable relief in addition to
    whatever remedies it might have at law and to be indemnified by the
    Receiving Party from any loss or harm, including, without limitation,
    attorneys' fees, in connection with any breach or enforcement of the
    Receiving Party's obligations hereunder or the unauthorized use or release
    of any such Proprietary Information. The Receiving Party will notify the
    Disclosing Party in writing immediately upon the occurrence of any such
    unauthorized release or other breach of which it is aware. In the event that
    any of the provisions of this Agreement shall be held by a court or other
    tribunal of competent jurisdiction to be illegal, invalid or unenforceable,
    such provisions shall be limited or eliminated to the minimum extent
    necessary so that this Agreement shall otherwise remain in full force and
    effect.

    This Agreement shall be governed by the law of the State of [       ] without
    regard to the conflicts of law provisions thereof. This Agreement supersedes
    all prior discussions and writing and constitutes the entire agreement
    between the parties with respect to the subject matter hereof. The
    prevailing party in any action to enforce this Agreement shall be entitled to
    costs and attorneys' fees. No waiver or modification of this Agreement will
    be binding upon either party unless made in writing and signed by a duly
    authorized representative of such party and no failure or delay in enforcing
    any right will be deemed a waiver. This Agreement shall be construed as to
    its fair meaning and not strictly for or against either party.
                                                   1201 W. Arbrook Blvd . Ste. 121-926
                                                               Arlington, Texas 76015
                                                            Telephone (877) 873.6339
                                                             Facsimile (972) 692.7369
                                               funding@provisionfinancialsolutions.com
A Division of The ProVision Group                  www.provisionfinancialsolutions.com
    IN WITNESS WHEREOF, the undersigned parties have accepted this
    agreement as of the date first written and entered into this agreement as
    witnessed by their signatures below.

    The ProVision Group, Inc.                 _________________________
    1201 West Arbrook Blvd # 121-926          Signatory of Receiving Party
    Arlington, Texas 76015
                                              Date



                                        _________________________
                                        Signatory of Disclosing Party

                                              Date
                                                     1201 W. Arbrook Blvd . Ste. 121-926
                                                                 Arlington, Texas 76015
                                                              Telephone (877) 873.6339
                                                               Facsimile (972) 692.7369
                                                 funding@provisionfinancialsolutions.com
A Division of The ProVision Group                    www.provisionfinancialsolutions.com

                           EXCLUSIVITY AGREEMENT

   This EXCLUSIVITY AGREEMENT (this “Agreement”), is entered into, as
of       ,       ,(the “Company”), and The ProVision Group,Inc. , a Texas
Corporation (“TPG”).

    The parties have engaged in preliminary, non-binding discussions
regarding the terms of a possible transaction between the Company and TPG
pursuant to which TPG would make a substantial equity investment in the
Company in connection with a restructuring of the debt securities of the
Company’s subsidiaries (the “Transaction”).

   As a condition to pursuing the Transaction, TPG has requested that the
Company enter into this Agreement and the Company is willing to do so.

    NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, and intending to be legally bound, the parties hereto
agree as follows:

     1. EXCLUSIVITY. TPG is aware that, prior to the date of this Agreement,
the Company has had several discussions with one or more third parties
concerning a possible transaction or transactions which may or may not be
similar to the Transaction proposed by TPG. Notwithstanding the foregoing, the
Company agrees that it shall not, and shall not permit any of its respective
subsidiaries or affiliates, and will cause its respective officers, directors,
employees, agents and representatives not to, at any time during the sixty
(60) day period commencing on the date hereof (the “Exclusivity Period”),
directly or indirectly, (a) solicit, initiate or encourage submission of further
proposals or offers from any person, other than TPG, relating to any funding
acquisition or purchase of all or a significant portion of the assets of, or any
equity interest in, the Company, any of its subsidiaries or affiliates controlled
by the Company or any business combination involving the Company or any of
its subsidiaries or affiliates controlled by the Company, or the declaration or
payment of any dividend or any change in the public debt or capital structure
of the Company or any of its subsidiaries or affiliates controlled by the
Company, (b) further participate in any negotiations regarding, or furnish to
any other person any additional non-public information with respect to, or
otherwise further cooperate in any way with, or assist or participate in,
facilitate or encourage, any effort or attempt by any other person other than
TPG to do or seek any of the foregoing. During the Exclusivity Period, (x) the
                                                     1201 W. Arbrook Blvd . Ste. 121-926
                                                                 Arlington, Texas 76015
                                                              Telephone (877) 873.6339
                                                               Facsimile (972) 692.7369
                                                 funding@provisionfinancialsolutions.com
A Division of The ProVision Group                    www.provisionfinancialsolutions.com
Company shall promptly advise TPG if any such proposal or offer, or any
inquiry or contact with any person with respect thereto, is made, shall
promptly inform TPG of all the terms and conditions thereof, and shall furnish
to TPG copies of any such written proposal or offer and the contents of any
communications in response thereto (it being understood that the Company
shall not be required to take any action pursuant to this clause (x) that would
violate any pre-existing confidentiality obligation enforceable against the
Company), and (y) the Company shall not waive any provisions of any
“standstill” agreements between the Company and any party. During the
Exclusivity Period, the Company shall not, without the consent of TPG, enter
into, or commit to enter into, any material transaction outside the ordinary
course of business or any transactions of the type described in Paragraph 1(a).
In addition, the Company agrees that it will immediately cease, from the date
hereof through the end of the Exclusivity Period, any existing discussions or
negotiations with any party other than TPG or its affiliates that relate to, or
may reasonably be expected to lead to, any transaction outside of the ordinary
course of business, consistent with its past practices, or any transaction of the
type described in Paragraph 1(a). The Company shall have the right to
terminate the Exclusivity Period upon five (5) days prior written notice to TPG
if TPG terminates discussions regarding the potential Transaction or otherwise
abandons or ceases to actively pursue the Transaction prior to the expiration of
the Exclusivity Period. If TPG notifies the Company that TPG is terminating
discussions regarding the potential Transaction, then the Company shall have
the right to immediately terminate the Exclusivity Period.

    2. ACCESS. Upon reasonable advance notice to the Company, the
Company shall allow TPG and its representatives full and complete access to
the assets and the books, records and documents of the Company and its
subsidiaries and affiliates during normal business hours or such other hours as
the Company and TPG shall agree and subject to the reasonable rules of the
Company, and the Company shall make available (subject to the same
conditions) the officers, employees, attorneys, independent accountants and
other agents of the Company and its subsidiaries and affiliates to discuss the
business, condition (financial or otherwise) or prospects of the Company in
furtherance of the Transaction. Such access and information shall be subject to
the terms of the non-disclosure agreement between the Company and TPG
dated as of       .

    3. PUBLICITY. This Agreement is intended to be confidential and its
existence shall not be disclosed by TPG or the Company to any person unless
                                                      1201 W. Arbrook Blvd . Ste. 121-926
                                                                  Arlington, Texas 76015
                                                               Telephone (877) 873.6339
                                                                Facsimile (972) 692.7369
                                                  funding@provisionfinancialsolutions.com
A Division of The ProVision Group                     www.provisionfinancialsolutions.com
required by law or unless requested by any regulatory agency, provided,
however, that the foregoing shall not prohibit a party from making any such
disclosure to any of the following (“Permitted Recipients”): (i) officers and
directors of such party or any subsidiary, (ii) agents and advisors of such party
or its subsidiaries (including legal, tax and financial advisors), (iii) applicable
authorities in connection with requesting approval for the proposed
Transaction, and (iv) any other person with the prior consent of the other
parties. In the event the Company determines that any public announcement
of this Agreement is required, the Company shall afford TPG the opportunity to
review and comment on such public announcement prior to its release. In any
event, if any party discloses, without the prior written consent of the other
parties, the fact that discussions concerning a Transaction between the parties
are taking place or the status or terms of any possible Transaction to any
person other than a Permitted Recipient, then TPG (in the case of a disclosure
by the Company or any of its Permitted Recipients described in clause (i) or (ii)
of the definition thereof) or (ii) the Company (in the case of a disclosure by
TPG or any of its Permitted Recipients described in clause (i) or (ii) of the
definition thereof) may terminate discussions concerning the Transaction and
the Exclusivity Period.

    4. NO AGREEMENT REGARDING THE TRANSACTION. There are no
legally binding obligations among the parties relating to the Transaction except
those specifically set forth in the Success Agreement dated          and herein.
Each party acknowledges and agrees that this Agreement expresses the
parties’ interests in continuing discussions regarding the Transaction and is not
intended to, and does not, create any legally binding obligation on any party to
consummate the Transaction. Such an obligation will arise only upon the
negotiation, execution and delivery of final definitive agreements relating to
the Transaction in form and substance satisfactory to the parties and their
respective counsel. Neither the discussions or negotiations between the parties
hereto nor this Agreement is intended to, and they do not, create any fiduciary
or other special duties or obligations between the parties hereto other than
those specifically set forth herein, including any implied covenant of good faith
or fair dealing.

    5. NON-ASSIGNABILITY. This Agreement shall not be assignable without
the prior written consent of the non-assigning party.

    6. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of Texas.
                                                    1201 W. Arbrook Blvd . Ste. 121-926
                                                                Arlington, Texas 76015
                                                             Telephone (877) 873.6339
                                                              Facsimile (972) 692.7369
                                                funding@provisionfinancialsolutions.com
A Division of The ProVision Group                   www.provisionfinancialsolutions.com


    7. ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement between the parties with respect to the subject matter hereof and
supersedes any prior oral or written agreements related thereto.

     8. AMENDMENTS AND WAIVERS. Neither this Agreement nor any of the
terms hereof may be terminated, amended or waived orally, but only by an
instrument in writing signed by the party against which enforcement of the
termination, amendment or waiver is sought. The performance or observance
of any provision of this Agreement may be waived in whole or in part and any
period of time relating to such performance or observance may be extended
from time to time, as agreed by the parties hereto.

    9. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, and it shall not be
necessary in making proof of this Agreement to produce or account for more
than one such counterpart.

    10. TERMINATION. This Agreement will terminate upon the earliest of (a)
termination or expiration of the Exclusivity Period in accordance with the terms
hereof, (b) execution by the parties of definitive agreements with respect to a
Transaction or (c) such earlier date as may be agreed upon by the parties
hereto. Notwithstanding the foregoing, in the event this Agreement is
terminated, the parties hereto agree that the provisions of Sections 3, 5, 7, 11
and the last sentence of Section 4 hereof shall survive any such termination
and shall continue in full force and effect.

    IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be duly executed on its behalf by its officer thereunto duly
authorized, all as of the day and year first above written.

    The ProVision Group, Inc.                  _________________________
    1201 West Arbrook Blvd # 121-926           Signatory of TPG
    Arlington, Texas 76015
                                               Date

                                         _________________________
                                         Signatory of COMPANY

                                               Date

				
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