Strip Club Realty



            This BUSINESS BROKER ENGAGEMENT AGREEMENT (“Agreement”) by and between Club Brokerage, Inc. a Florida corporation (“Business Broker”) and  (“Buyer”) (collectively, the “Parties”) and confirms the complete understanding of the Parties with respect to retaining and engaging Business Broker to represent and assist Buyer in connection with the purchase of a business entity and/or real property that coincides with the business (a “Transaction”).

                      NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

  1.        Right of Refusal: Buyer shall have the sole and absolute right to accept or reject any offer or counteroffer received from a prospective seller. Success Fees (as defined in section 5 of this Agreement) shall be paid to Business Broker only if a Transaction is consummated/closed. 
  1.         Term:  This Agreement shall begin on   and will terminate at 11:59 p.m. EST on (“Termination Date”) (the “Term”) unless renewed or extended by the Parties.  However, if Buyer enters into an agreement to acquire a business/property that is pending on the Termination Date, this Agreement will continue in effect until that transaction has closed or is otherwise terminated.

          For as long as this Agreement is in effect, Business Broker shall have a sole right of Transaction for those businesses in which Business Broker, or any of its officers, directors, employees or agents, contacts on behalf of Buyer concerning the possibility of a Transaction. For those contacts only, during the Term, Buyer will proceed solely through Business Broker and will not directly or through others negotiate a Transaction with said contacts.  In the event that those seller contacts contact Buyer or any of its officers, directors, employees or agents, by or on behalf of any prospective seller or other third party concerning the possibility of a Transaction, Buyer will promptly so inform Business Broker and will refer any such persons to Business Broker.  If Buyer circumvents Business Broker by negotiating a Transaction with Business Broker’s contacts, Business Broker shall receive the same Success Fee to which it would otherwise be entitled under section 5. During or after the Term, if a Transaction is a consummated with a new contact unknown to Business Broker, Business Broker will only be eligible for Success Fees at the sole discretion of the Buyer.  For further clarity, this Agreement is not exclusive and Buyer is specifically permitted to consult with and contract with other brokers to buy businesses which Business Broker does not bring to Buyer.

  1.  Services: To accomplish the objectives of the Agreement, Business Broker shall use commercially reasonable means to assist Buyer in identifying prospective sellers (“Seller” or “Sellers”) for Buyer, furnish related materials describing Seller’s business operations and assets to Buyer based upon information supplied solely by the Seller, to introduce such prospective Sellers to Buyer and assist with identifying, contacting and negotiating certain limited aspects of a potential purchase as well as provide administrative support to Buyer in the purchase or attempted purchase of Seller’s business (collectively, the “Services”). In preforming under this Agreement, Business Broker shall not list, advertise, or offer corporate stock for sale as investment, shall not have authority to sell or close on Buyer’s behalf, and shall not handle any funds on accounts for Buyer or Seller.
  1.  Buyer’s Obligations: Buyer agrees to cooperate with Business Broker in accomplishing the objectives of this Agreement, including: 

            a.     Buyer shall work cooperatively with Business Broker and Buyer agrees to conduct all negotiations for Business Broker’s contacts through Business Broker, and refer those contacts’ inquiries to Business Broker. 

            b.     Buyer shall furnish Business Broker with necessary personal and financial information to insure Buyer’s ability to acquire property, including, but not limited to, proof of funds for the acquisition. Buyer shall consult appropriate professionals for legal, tax, environmental, engineering, foreign reporting requirements and other specialized advice.

             c.     Buyer shall consult with the Business Broker before visiting any businesses or properties, or contacting other brokers, to avoid confusion over the agency relationship or misunderstanding about liability for compensation. 

             d.     Buyer represents to the best of Buyer’s knowledge that all information furnished by it to Business Broker will be materially accurate and complete. Buyer shall keep Business Broker informed of any changes to any information Buyer provides to Business Broker for Buyer’s purchase. 

  1.   Success Fee. In the event of any Transaction during the Term of this Agreement, Buyer agrees to pay Business Broker at the closing of such Transaction, a fee based on the total consideration to be paid directly by the Buyer and/or indirectly by owners, shareholders, affiliates and/or its subsidiaries (“Buyer Related Parties”) as a result of the Transaction. Consideration is the total value that the Buyer and Buyer Related Parties pay as a result of a Transaction and includes, but is not limited to cash, cash equivalents, securities, notes, liabilities assumed by sellers, assets to be retained by Buyer (including, but not limited to, cash, accounts receivable, inventory and equipment), earn-outs, royalties, real property purchased or leased, equipment and/or intellectual properties purchased or leased, employment agreements and consulting agreement in excess of fair market rates, non-competitive agreements, and stock of other securities that are received in exchange for Seller’s stock or assets (collectively, “Consideration”).

Such Success Fee shall be based on the following schedule:


The Success Fee shall be paid in full at closing by cashier’s check, by bank ACH transfer, or bank wire transfer as indicated by Business Broker prior to closing. Such Success Fee shall not limit Business Broker’s ability to receive additional or offsetting compensation from a Seller in a Transaction with Buyer, which would compensate Business Broker from Seller as well, so long as Buyer is given written notice of the additional or offsetting compensation prior to Closing.

  1.    Protection Period: Business Broker shall be entitled to fees hereunder for twenty four (24) months following termination of this Agreement (the “Post-Termination Period”) for any Transaction within that period involving a seller or sellers, investor or investors, including their affiliates and successor entities, Business Broker identified or contacted at any time prior to the Termination Date as prospective sellers or who Buyer otherwise became aware of as a prospective seller prior to the termination of this Agreement.  

       7.   Indemnification. Buyer shall indemnify and hold harmless Business Broker and its the respective directors, officers, employees, agents and affiliates, if any, controlling Business Broker, to the full extent lawful, from and against all claims, demands, damages, losses, liabilities and expenses (including, without limitation, reasonable attorneys' fees and expenses) (collectively, the "Claims") related to or arising from the engagement hereunder, provided that this section 7 shall not apply to any Claims related to or arising from Business Broker’s gross negligence, bad faith, willful misconduct, breach of the provisions of this Agreement, or actions outside of the scope of this Agreement. Business Broker shall indemnify and hold harmless Buyer and its respective directors, officers, employees, agents and affiliates, to the full extent lawful, from and against all Claims related to or arising from Business Broker’s gross negligence, bad faith willful misconduct, or material breach of the provisions of this Agreement. The provisions of this section 7 shall survive termination of this Agreement and shall be binding any successor or assign of Buyer. 

  1.   Dispute Resolution: Any unresolvable dispute between Buyer and Business Broker will be mediated prior to any lawsuit being filed by either party.  A mediator shall be selected by agreement of both parties. The cost of the mediator shall be fully paid by the Buyer.
  1.   No Representations:  Business Broker makes no representations expressed or implied that it will effect a Transaction as a result of the services furnished under this Agreement. The duties of Business Broker shall not include legal or accounting services which shall be procured by the Buyer at Buyer’s own expense. Buyer is solely responsible for all information provided to prospective Sellers in any format, and Business Broker has no responsibility for incorrect or inaccurate information.
  1.   Announcement: If a Transaction is consummated, Business Broker may at its sole options and expense claim approbation credit for its services to Buyer, including placing an announcement and press releases in such newspapers, periodicals and/or websites as it may select.
  1.   Miscellaneous Provisions: 

             a.       Binding Effect; Benefits. This Agreement shall inure to the benefit of the parties hereto and shall be binding upon the parties hereto and their respective heirs, successors, and assigns. Except as otherwise set forth herein, nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties hereto or their respective heirs, successors, and assigns any rights, remedies, obligations, or other liabilities under or by reason of this Agreement.

              b.      Governing Law. This Agreement shall be construed as to both validity and performance and enforced in accordance with and governed by the laws of the state of Florida. Exclusive venue shall be in Palm Beach County, Florida. The parties hereto agree that they have had the opportunity to consult with their own competent counsel and this agreement may not be construed more strongly for or against either party. 

              c.       This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 

              d.       In case any provision of this Agreement shall be invalid, illegal or unenforceable, it shall, to the extent possible, be modified in such manner as to be valid, legal and enforceable but so as to most nearly retain the intent of the parties, and if such modification is not possible, such provision shall be severed from this Agreement, and in either case the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.

              e.       The headings contained in this Agreement are for convenience of reference only and shall have no effect on the interpretation or operation thereof. 

              f.        Amendment/Waiver. This Agreement may be amended, modified or supplemented only by a written amendment signed all parties, and no waiver of any provision hereof shall be effective unless expressed in a writing signed by the party sought to be bound.

             g.        The rights and obligations of the parties under this Agreement shall not be assignable except with the prior written consent of the other party hereto.

             h.        By signing this Agreement, the signing parties represent that they have unconditional authority to enter this Agreement on behalf of the Business Broker and Buyer.

  1.    Securities Law Compliance: Business Broker has a limited role in the negotiations of Buyer’s business in that Business Broker does not have the power to bind the Buyer or the Seller in the Transaction. Buyer understands and agrees that under this Agreement Business Broker shall attempt to assist Buyer’s business as a going concern and not a “shell” organization. Business Broker is attempting to effectuate a purchase/sale for Buyer, however if the transaction is effectuated by means of securities, Buyer agrees that it will be a conveyance of all the company’s membership units and/or securities by a single purchaser or group of purchasers formed without the assistance of Business Broker. Buyer understands and agrees that Business Broker will not advise Buyer and/or Seller whether to issue securities or to purchase the Seller’s business by means of securities and that Business Broker will not assess the value of any securities sold (other than by valuing the company as a going concern). Buyer understands and agrees that Business Broker’s compensation is determined by this Agreement prior to any decision regarding whether or how to effectuate the purchase of a Seller’s business and that Business Broker’s compensation is computed in advance under the provision defining Success Fee. Buyer understand and agrees that the amount of Success Fee shall not vary according to whether the Buyer enters into an asset purchase or stock purchase in that Business Broker’s compensation is paid in the amount and at time as defined herein. In addition, it is understood and agreed that Business Broker shall not assist Buyer with obtaining financing, other than providing uncompensated introductions to third-party lenders. Buyer understands that Business Broker does not negotiate the terms and conditions of acquisition to be made for securities issued by Seller or Buyer, and furthermore that Business Broker does not advise Buyer or its shareholders as to the value of the securities issued or to be issued or transferred in the acquisition. Business Broker will not accept commission in the form of an equity interest in Buyer.

Please confirm that the foregoing terms are in accordance with your understanding by signing and returning the enclosed duplicate original of this Agreement.

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Signed by Steven Imparato Esq.
Signed On: August 13, 2018

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June 14, 2018 1:37 pm EDTBUYERS BUSINESS BROKER ENGAGEMENT AGREEMENT - NON EXCLUSIVE Uploaded by Steven A. Imparato, Esq. As Vice President of Club Brokerage Inc. - IP