Debbie McGrath, as the owner and CEO of HR.com, its associated media business, and the My People community platform (collectively, the "Assets"), hereby engages Next Chapter M&A Advisory, represented by Mark DeChant and Ewing Gillaspy, to serve as exclusive broker for the sale of the Assets.
This engagement covers three distinct asset classes, to be sold individually, in combination, or as a complete bundle at the Seller's discretion:
Asset 1: hr.com Domain Name
Two-letter premium .com domain, currently hosting the HR.com media platform.
Asset 2: HR.com Media Business
B2B digital media company serving the HR professional community, including advertising revenue, events, research, webcasts, content platform, 50,000-vendor directory, and all associated intellectual property, customer relationships, and goodwill.
Asset 3: My People Community Platform
White-label community SaaS platform, including all technology, source code, client contracts, pipeline, and associated intellectual property.
Broker will provide the following services at Broker's own expense:
Broker shall earn a commission of five percent (5%) of Transaction Value up to the Fair Market Value threshold ("FMV Threshold").
For any Transaction Value exceeding the FMV Threshold, Broker shall earn twenty percent (20%) of the incremental value above the FMV Threshold.
The FMV Threshold is initially set at Thirty-One Million Five Hundred Thousand Dollars ($31,500,000), derived as follows:
| Asset | Estimated Fair Market Value | Basis |
|---|---|---|
| hr.com Domain | $18,000,000 | Midpoint of domain broker estimates ($15M-$20M) |
| HR.com Media Business | $8,500,000 | Midpoint of Seller's stated range ($7M-$10M) |
| My People Platform | $5,000,000 | IP value, pipeline (35 clients), and early traction |
| Total FMV Threshold | $31,500,000 |
The FMV Threshold may be adjusted upward upon mutual written agreement if:
- Seller's verified financial data supports a higher valuation (e.g., confirmed revenue exceeding $40M)
- Material changes in market conditions occur during the engagement
- My People achieves significant new client traction
The FMV Threshold shall not be adjusted downward from $31,500,000 under any circumstances.
| Transaction Value | Base (5% up to FMV) | Kicker (20% above FMV) | Total Fee | Effective Rate |
|---|---|---|---|---|
| $25,000,000 | $1,250,000 | $0 | $1,250,000 | 5.0% |
| $31,500,000 | $1,575,000 | $0 | $1,575,000 | 5.0% |
| $45,000,000 | $1,575,000 | $2,700,000 | $4,275,000 | 9.5% |
| $65,000,000 | $1,575,000 | $6,700,000 | $8,275,000 | 12.7% |
| $100,000,000 | $1,575,000 | $13,700,000 | $15,275,000 | 15.3% |
Broker shall not charge any monthly retainer, upfront fee, or expense reimbursement. All Broker costs for research, technology, outreach, and travel within the continental United States are borne by Broker. Broker is compensated solely upon successful closing of a Transaction.
If Assets are sold in separate transactions, the commission applies independently to each transaction. The FMV Threshold for each Asset is as stated in Section 4C. The 20% kicker applies only to value exceeding that Asset's individual FMV allocation.
"Transaction" means any of the following involving one or more of the Assets:
- Sale of the Asset(s) or substantially all associated property
- Sale of majority equity interest in any entity holding the Assets
- Merger, consolidation, or other business combination
- License, joint venture, or strategic partnership yielding consideration equivalent to a sale
- Any transaction resulting in change of control of the Assets
"Transaction Value" means the total consideration payable to Seller, including:
- Cash at closing
- Deferred payments and installment notes (at face value)
- Earn-out payments (at target value; adjusted to actual upon receipt)
- Equity securities issued (at fair market value on closing date)
- Assumed liabilities directly related to the Assets
- Any other form of consideration
This engagement shall commence upon execution and continue for twelve (12) months (the "Initial Term"). The engagement may be extended by mutual written agreement for successive six-month periods.
During the Term, Seller grants Broker exclusive rights to represent the sale of the Assets. Seller agrees not to engage other brokers, investment bankers, or intermediaries for the sale of the Assets during the Term.
Exception: Seller's existing relationship with the domain broker referenced in the March 23, 2026 call is acknowledged. If Seller elects to engage that domain broker separately for the hr.com domain only, the domain shall be excluded from this engagement and no commission shall be owed to Next Chapter on the domain sale. In that event, the FMV Threshold shall be adjusted downward by $18,000,000 to $13,500,000.
If, within twelve (12) months following termination of this engagement, Seller enters into a Transaction with any buyer that Broker identified, contacted, or introduced during the Term, Broker shall be entitled to the full commission as described in Section 4.
Broker shall provide Seller with a written list of all buyers contacted within 10 business days of termination. The tail provision applies only to buyers on that list.
Both parties agree to maintain strict confidentiality regarding:
- All financial information shared by Seller
- The existence and terms of this engagement
- All buyer communications and negotiations
- Any proprietary business information
Broker may disclose Seller's business information to prospective buyers only with Seller's prior written approval or via an approved confidential information memorandum.
Seller agrees to:
- Provide accurate and complete financial information upon request
- Make reasonable time available for buyer meetings and presentations
- Notify Broker promptly of any direct buyer inquiries received during the Term
- Not negotiate directly with buyers without Broker's involvement
- Act in good faith toward completing a Transaction at acceptable terms
Broker agrees to:
- Act in Seller's best interest at all times
- Provide honest assessment of market conditions, buyer interest, and offer quality
- Deliver weekly written status updates during active outreach periods
- Not disclose Seller's confidential information without authorization
- Maintain appropriate professional conduct in all buyer interactions
- Disclose any conflicts of interest immediately
Either party may terminate this agreement with thirty (30) days written notice. Upon termination:
- Broker shall deliver all work product completed to date
- Tail provision (Section 8) remains in effect
- No fees are owed for uncompleted Transactions (other than the tail)
- Confidentiality obligations survive termination indefinitely
Broker's total liability under this agreement shall not exceed the fees actually paid by Seller. Neither party shall be liable for indirect, consequential, or punitive damages.
This agreement shall be governed by the laws of the State of Arizona, without regard to conflict of laws principles. Any dispute shall first be submitted to mediation before either party may pursue litigation.
This document constitutes the entire agreement between the parties regarding the subject matter herein and supersedes all prior discussions, understandings, and agreements. This agreement may be amended only by written instrument signed by both parties.
SELLER:
Debbie McGrath
CEO & Founder, HR.com
Jacksons Point, Ontario, Canada
dmcgrath@hr.com
Date: _______
BROKER:
Mark DeChant
Managing Partner, Next Chapter M&A Advisory
Scottsdale, Arizona
Date: _______
Ewing Gillaspy
Partner, Next Chapter M&A Advisory
Scottsdale, Arizona
Date: _______
To be appended upon termination per Section 8. During the engagement, Broker maintains a running log of all buyers contacted.
Any adjustments to the $31,500,000 FMV Threshold per Section 4D shall be documented here with date, new threshold, and rationale, signed by both parties.
| Date | New FMV Threshold | Rationale | Seller Initials | Broker Initials |
|---|---|---|---|---|