1. We will execute Brokerage and FA Contracts that align with the actual business type.

2. We will provide focused explanations on the following important points:

1. (1) Distinguish between our role as an intermediary advising both parties and concluding contracts with both, and as an FA advising and contracting with only one party, detailing their unique characteristics.
2. (2) Outline the scope and content of our services, encompassing matching, valuation, negotiation, scheme planning, and more.
3. (3) Address fee-related matters, including calculation criteria, amount, timing of payment, and other relevant details.
4. (4) Cover matters related to confidentiality, such as the facts subject to confidentiality, partial release of confidentiality obligations to professionals, and related considerations.
5. (5) Discuss the exclusivity clause, including options for second opinions, and related considerations.
6. (6) Address tail provisions, encompassing aspects like tail period, targeted M&A, and other relevant considerations.
7. (7) Specify the contract term for clarity and agreement.
8. (8) Should the client indicate the potential for mid-contract termination of the brokerage or FA agreement, we will ensure that all relevant details concerning such termination are clarified. Furthermore, prior to finalizing the contract, we will conduct a comprehensive review with the client to ensure that every aspect of the agreement is thoroughly addressed, leaving no room for oversight.

3. Upon reaching the final contract agreement, we will conduct a thorough review with the client to ensure that no details are overlooked or omitted from the contract.

4. We will finalize specific arrangements for the closing process and, on the day of closing, ensure that the transferor receives confirmation of the transfer payment being securely deposited by the transferee.

5. We will allow the client to seek a second opinion from other support agencies if they clearly specify the areas where they seek additional input and there are no reasonable grounds to prevent it.

However, we will exercise discretion in information disclosure concerning the other party involved and restrict consultations to individuals or public institutions bound by legal or contractual confidentiality obligations, such as business succession support centers. We prioritize information management in these instances.

6. If an exclusivity clause is included, we will set the contract term for brokerage or FA agreements to a maximum of 6 months to 1 year.

7. We will include provisions (including oral agreements) specifying that the client can terminate the brokerage or FA agreement at any time at their discretion.

8. The tail period will typically be set at a maximum of 2 to 3 years.

9. The scope of the tail provision will be limited to the transferee introduced by the M&A specialist involved and in contact with the transferor.

10. Before finalizing the brokerage contract, we will inform both the transferor and transferee that we are an intermediary who will enter into a brokerage contract with both parties. This includes specifying if the brokerage contract entails receiving fees from both parties.

11. Before entering into the brokerage contract, we will explicitly explain to each party any anticipated matters where there may be a potential conflict of interest between them (※).

Additionally, if we recognize any separate matters that may pose a conflict of interest between the parties (including information advantageous or disadvantageous to only one party), we will promptly disclose this information to each party.
Ie: While entering into contracts with both the transferor and transferee may facilitate communication and smooth proceedings, it may not solely prioritize maximizing the transfer amount.

12. Without conducting definitive valuation, we will advise the client to seek opinions from legal or other specialized professionals as necessary.

13. When presenting estimated or provisional valuation results as reference material, we will explicitly inform both parties of the following:

1. (1) That these are merely estimated values and not based on definitive valuation.
2. (2) Any considerations of one party’s preferences or opinions during the estimation process.
3. (3) That they have the option to seek opinions from legal or other specialized professionals as needed.

14. We will refrain from conducting due diligence ourselves and from making conclusions regarding the content of the due diligence report. Instead, we will advise the client to seek opinions from legal or other specialized professionals as necessary.

15. In addition to the above, we will adhere to the provisions regarding “M&A specialists” outlined in the Small and Medium-sized M&A Guidelines in accordance with the spirit of the guidelines.