financial advisory agreement  [aaa bank]  [bbb corporation]  [ccc bank]  c/o the aaa bank  ,  [address]  attention : []  [ddd co., ltd.]  ,  [address]  attention : []  dear sirs :  

this letter agreement confirms our understanding that the [aaa] bank, [bbb] corporation and [ccc] bank(collectively, the selling shareholders) and [ddd] co. , ltd

(the company and, collectively with the selling shareholders, the clients) have engaged [eee], ([eee] or we), to act as their exclusive financial advisor with respect to the transaction (as defined below).
as part of our engagement, we will, if appropriate and if requested by the clients :
(a) assist in analyzing and evaluating the business, operations and financial position of the company ;
(b) assist with the preparation of the offering memorandum(s) for distribution and presentation to potential purchasers ;
(c) assist in the preparation and implementation of a marketing plan ;
(d) assist in the screening of interested potential purchasers ;
(e) assist in coordinating the data room and with potential purchasers due diligence investigations ;
(f) assist in evaluating proposals received from potential purchasers ;
(g) assist in structuring and negotiating the transaction ;
(h) assist in analyzing and implementing, if desired or necessary, a reorganization of the company as a holding company with operating subsidiaries organized along various business lines ;
(i) advise and assist the clients with respect to such other matters as clients deem necessary for the transaction ; and
(j) be available at your request to meet with the board of directors of each of the clients to discuss the transaction and its financial implications.

in connection with [eee]s engagement, the company will furnish [eee] with all information concerning the company which [eee] reasonably deems appropriate and will provide [eee] with access to the officers, directors, employees, accountants, counsel and other representatives of the company and its subsidiaries (collectively, the representatives), it being understood that [eee] will rely solely upon such information supplied by the company, its subsidiaries and their respective representatives without assuming any responsibility for independent investigation or verification thereof. all non-public information concerning the company and its subsidiaries which is given to [eee] will be used solely in the course of the performance of our services hereunder and will be treated as strictly confidential for so long as it will be treated as strictly confidential for so long as it will be made public by the clients

except as otherwise required by law, [eee] shall not disclose this information to a third party, including the directors, officers, partners, agents and employees of [eee] and its affiliates who are not directly related with the transaction (collectively non-related persons) without prior written consent of the clients.

the clients understand that [eee] and its associated companies are engaged in securities trading, securities brokerage and financing activities, as well as providing investment banking and financial advisory services. in the ordinary course of their trading, brokerage and financing activities, [eee] and its associated companies may at any time hold long or short positions, and may trade or otherwise effect transactions, for their own accounts or the accounts of their clients, in debt or equity securities or loans of any company that may be involved in the transaction

the clients hereby acknowledge and agree that, by reason of law or duties of confidentially owed to other persons or the rules of any regulatory authority, [eee] and its associated companies may be prohibited from disclosing information to the clients (or such disclosure may be inappropriate), in particular, information as to [eee]s or its associated companies possible interests as described in this paragraph. the clients also acknowledge that [eee] or an affiliate may be providing financing or other services to parties whose interests may conflict with those of the company

however, consistent with its long-standing policy to hold in confidence the affairs of its clients, [eee] shall not, except as otherwise required by law, to any non-related person without prior written consent of the clients or use such information for any purpose other than consummating the transaction and performing our obligations hereunder.
as compensation for our services hereunder, the selling shareholders jointly and severally agree to pay [eee] as follows :
(1) a financial advisory fee of us$ [] per month, payable in advance, but refundable for the unserviced and uncommitted days against [] days a month, if the serviced days are less than [] days a month (the financial advisory fee).the financial advisory fee will be fully creditable, to the extent paid, against the transaction fee (as defined below) ;
(2) a transaction fee which is calculated in accordance with the table below based on aggregate consideration (as defined below) and payable on the closing of the transaction (the transaction fee) :
aggregate consideration fee percentage  up to us$ [] [] %  up to us$ [] [] %  up to us$ [] [] %     (이하 생략)