Advisors to Seller

Structural Preferences

Vicour has certain structural preferences which are detailed below in order to avoid confusion. These preferences include:

Form of Purchase:	Vicour strongly prefers an asset purchase.
Consideration:	Vicour seeks to structure an appropriate mix of consideration to reflect the unique elements of a given transaction. Components of consideration may include cash at closing, seller financing, contingent payments (earn-outs), deferred compensation (escrowed funds), consulting agreements, etc.
Transition:	Seller/exiting management should be willing to enter into a transition or consulting arrangement.
Legal:	Traditional representations and warranties with significant sensitivities regarding environmental, tax and fraud provisions.