SBA LOAN GUARANTEE WAIVER AGREEMENT - Guidant …

SBA LOAN GUARANTEE WAIVER AGREEMENT

This SBA Loan Guarantee Waiver Agreement is dated ____________________ for reference purposes only and is between Guidant Financial Group, Inc. (GFG) and___________________________________("Client").

Upon return of a signed copy of this Agreement, GFG will produce documents and provide services required for the SBA Loan Guarantee Waiver program as detailed below.

This is a FREE service that GFG will provide to you.

GFG will provide the following services:

? Preparation of Application for Waiver to Lender ? Submission of Opinion Letter of Outside Counsel ? Preparation of Schedule for Compliance with SBA Procedure Notice 04-08 ? Two IRS Determination Letters

--ADDITIONAL TERMS OF AGREEMENT--

1. GFG's right to discontinue services in event of complexity necessitating assistance by outside counsel: GFG reserves the right in the exercise of its sole discretion to terminate this agreement without further responsibility or liability should GFG conclude that Client's waiver submission involves complexities beyond GFG's ability to address. In that event, Client will need to retain outside counsel, at Client's sole expense, to pursue the SBA loan guarantee waiver. Should GFG so terminate, it will provide its work product to outside counsel at no charge.

2. Limitations on Scope of Services: Client agrees that Guidant: ? Cannot provide to client any legal advice pertaining to obtaining an SBA loan ? Expedite service is not offered with this program ? Upon completion of the above listed services, Guidant cannot guarantee any processing timeframe for the waiver approval process, as that is determined by the SBA which approves the waiver ? GFG shall not be liable for any damages in the event the SBA loan guarantee waiver is not approved in time to meet the closing date for acquisition of Client's proposed business acquisition. See Paragraph 6 below regarding timeframe representations as not being part of this Agreement ? Any negotiations or payments to seller that are necessary to obtain an extension of the closing date of Client's proposed business acquisition are the sole responsibility of Client

1120 112th Avenue NE | Suite 410 | Bellevue, WA 98004 tel 888 472 4455 | fax 888 418 0374 | web

SBA Loan Guarantee Waiver Agreement (1 of 2) | 2.21.12

? 2012 Guidant Financial Group, Inc. All rights reserved.

3. Timing for SBA Loan Guarantee Waiver Submission: Client understands that the SBA waiver submission to Client's lender cannot be made until the QES transaction for Client's AudeoTM is completed, since the numbers for the submission will not be finalized until then.

4. Mandatory Arbitration; Exclusive Venue and Jurisdiction: Any and all claims or controversies between Client and GFG shall be submitted to binding arbitration under the applicable rules of the American Arbitration Association unless the parties agree to another arbitration forum. Binding arbitration shall be the exclusive remedy of the complaining party. The exclusive venue and jurisdiction for any arbitration proceeding and judicial enforcement thereof shall be in the Superior Court of King County, Washington. The prevailing party in any arbitration or enforcement proceeding shall be entitled to an award of reasonable attorney's fees, costs (taxable and non-taxable) and expenses incurred in the proceeding, including an additional such award for prevailing on appeal.

5. Choice of Law: This agreement, including its formation, construction and enforcement, shall be governed by the laws of the State of Washington.

6. Limitation of Damages: TO THE MAXIMUM EXTENT ALLOWED BY LAW, CLIENT'S DAMAGES, AND GFG'S MAXIMUM LIABILITY, FOR BREACH OF THIS AGREEMENT SHALL BE LIMITED TO THE ACTUAL AMOUNT CLIENT PAID TO GFG FOR THE UNDERLYING AUDEOTM PRODUCT.

7. No Reliance on Timeframe Statements by GFG Employees: No statement made about the timeframe to obtain an SBA loan guarantee waiver made by any GFG employee shall be binding on GFG unless such statement is in a written document signed by GFG's President, CEO, Senior Counsel or Assistant General Counsel. Any statements that are not in such a signed writing shall not be relied on by Client, do not constitute warranties and are not part of this Agreement.

8. Client's Consent to Discuss and Disclose Information with Client's Spouse: Client authorizes GFG to discuss this SBA loan guarantee waiver agreement and the facts pertaining thereto with Client's spouse unless Client specifically directs GFG to the contrary in writing or by email directive in advance of the spousal communication.

9. Entire Agreement: This Agreement constitutes the entire understanding of the parties with respect to the SBA loan guarantee waiver process. No statements, representations or warranties other than those set forth in this Agreement or a signed statement as referenced in Paragraph 6 above are part of the Agreement. This Agreement supersedes all prior representations or understandings regarding the SBA loan guarantee waiver topics, whether written or not. This Agreement and Client's underlying AudeoTM agreement are separate stand-alone agreements; the breach of one shall not constitute a breach of the other.

I have read, understand and agree to the terms of this Agreement as listed above.

________________________________________ Client's Signature

__________ _______________________

Date

Printed Name

1120 112th Avenue NE | Suite 410 | Bellevue, WA 98004 tel 888 472 4455 | fax 888 418 0374 | web

SBA Loan Guarantee Waiver Agreement (2 of 2) | 2.21.12

? 2012 Guidant Financial Group, Inc. All rights reserved.

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