Broker Dealer Disclosure

Andrew Lawler Partners (ALP) is not a broker-dealer and our work is limited to advising in the sale of assets only or 100% of the stock to any purchaser. Specifically, the following conditions must apply to each transaction:   (1) ALP will have a limited role in negotiations between the seller and potential purchasers or their representatives as described in our letter of engagement and will not have the power to bind either party in the transaction; (2) the business represented by ALP is a going concern and not a “shell” organization; (3) the Selling Company satisfies the size standards for a “small business” – generally defined as having 500 or fewer employees, but up to 1000 employees for certain industries — pursuant to the Small Business Size Regulations issued by the U.S. Small Business Administration; For larger transactions ALP will affiliate with a broker dealer; (4) only assets will be advertised or otherwise offered for sale by ALP; (5) if the transaction is effected by means of securities, it will be a conveyance of all of the business’s equity securities to a single purchaser or group of purchasers formed without the assistance of ALP; (6) ALP will not advise the two parties whether to issue securities, or otherwise to effect the transfer of the business by means of securities, or assess the value of any securities sold (other than by valuing the assets of the business as a going concern); (7) ALP’s compensation will be determined prior to the decision on how to effect the sale of the business, that is based upon the consideration received by the seller, regardless of the means used to effect the transaction and will not vary according to the form of conveyance (i.e., securities rather than assets); (8) ALP’s compensation will be received in the amounts and at the times as described in the engagement letter; and (9) ALP will not assist purchasers with obtaining financing, other than providing uncompensated introductions to third-party lenders or help with completing the paperwork associated with loan applications.