Exhibit · The Outside-In View
This is the document that gets marked up and sent back. It states what is examined and in what order, what access is required and what is off-limits, what arrives at the end, and the terms — independence, conflicts, confidentiality, and what happens to your data.
A redacted sample of the deliverable is here.
A 30-day diligence read on the Company, performed the way an acquirer performs one, delivered to the
Client before a buyer, a board, or a counterparty produces its own version. Two lenses run
simultaneously: the sophisticated owner-seller evaluating the Company as a combination candidate, and
the experienced operator reading the platform the way someone who has built one would.
Direction of the engagement — check one:
A. On yourself, before a buyer. What a buyer will find and price against you.
B. On a target, before you bid. Runs on public record; no cooperation from the target required.
C. On your platform, before your board. Independent read for the people who fund you.
D. On your market position. Realistic acquirers, what they buy, what you are worth to each.
1. Structured interviews. Named individuals, agreed in advance (§4). Interviews inform the
analysis; they do not become a written assessment of individuals.
2. Company materials. The schedule at §4.
3. The standing ledger. A continuously maintained public-record intelligence base across
independent mortgage banks — producer and leadership movement, licensing and sponsorship changes,
regulatory and enforcement records, litigation, secondary-market and credit-quality filings, and
market announcements. Used to corroborate the Company's own figures independently and to construct
the named peer set. Sources are not itemized to the Client; the output is a house view, not a data
feed. The ledger is descriptive and comparative. It is not represented as predictive.
Delivered in this order of priority. If any section cannot be completed to standard, it is stated as
a limitation rather than inferred.
Tier 1 — the core
1. Concentration analysis and retention model. For the retail variant: top producers by trailing
production, tenure, prior sponsorship history, agreement status, and estimated retirement exposure,
with the buyer's retention case run in dollars. For the wholesale/correspondent variant: two-sided
counterparty concentration — top broker shops and correspondent sellers by volume *and by margin*,
plus takeout concentration and bid depth. Delivered as a model, not a paragraph.
2. Earnings normalization bridge. Reported to adjusted, line by line, with the basis of each
adjustment and a note on how a buyer will argue it.
3. Compensation gap. Producer or counterparty economics against what acquirers can hold
post-close, with transition structures modeled.
4. Named peer set and comparative position. Companies named, with the construction logic stated
(production band, channel mix, product, recruiting geography) so the Client can interrogate it.
Trailing-24-month talent flow against the set's median and top quartile.
Tier 2
5. Buyer set — named, tiered, with what each would pay for and what would give each pause.
6. Servicing posture and its effect on the natural buyer set.
7. Operating read, function by function, against the typical profile at the Company's scale.
8. Contract assignability and change-of-control exposure.
9. Licensing footprint against actual production, including exam surface.
Tier 3
10. Recent comparable transactions in band, with structure where known.
11. Credit quality and the repurchase tail that survives close.
12. A 30/90/120-day sequenced path.
13. Limits of analysis — what was not examined, why, and what would resolve it. Every finding
carries a source, a date, and a confidence rating.
Explicitly out of scope: quality-of-earnings attestation, legal opinions, valuation opinions,
audit, and any representation on which a third party may rely.
Interviews. The Client names the individuals. A list of five to seven is typical and sufficient.
Anyone not on the list is not contacted.
Off-limits, absolute. No contact with the Company's producers, brokers, correspondent sellers,
warehouse lenders, takeout investors, or counterparties. No market checks that would disclose the
engagement. Where a read cannot be constructed without such contact, it is stated as a limitation.
Materials. Trailing 36 months of financials; production detail by originator or counterparty;
compensation plans; employment, non-solicit, and broker agreements; servicing detail and marks;
warehouse facilities and covenants; org chart; material vendor contracts; licensing and exam history;
related-party agreements. No borrower-level or consumer data, in any form.
Discretion. How the engagement is described inside the Company is the Client's decision. A
strategic planning and market-positioning review is accurate. Every question asked in an interview is
answerable within that description; anything that is not is asked of the Client directly. No word
implying a transaction is used with anyone other than the Client.
1. The verbal read, first. Before anything is written, a working session in which the findings are
delivered in full, including the unwelcome ones.
2. The written read. Numbered copies, count agreed in advance, plus a password-protected PDF to
an address the Client nominates.
3. The working file. The concentration model, peer set, and normalization bridge as a spreadsheet
the Client owns and can re-run without asking. Raw values, sources keyed to findings, no merged cells.
4. Optional board or IC cut. A shorter document built for distribution, with the Client approving
every page.
Format elections — check as applicable:
Bound copies, no slides - [ ] Files only (DOCX / XLSX / PDF) - [ ] Board cut required
Verbal only. The Client may elect at any point through the draft to take the engagement
entirely verbally. Full fee is paid, no document is produced, and working notes are destroyed.
Thirty days of work. Calendar is milestone-based, not a countdown: materials and Client sessions
(week 1–2), record-based analysis in parallel, interviews as scheduling allows (week 2–4), verbal read
(~day 22), draft (~day 25), final delivery and any board cut thereafter. No work is scheduled in the
final two weeks of a quarter without the Client's instruction.
One fixed engagement fee for the thirty days. Not a retainer. No open-ended scope. No hourly billing
and no scope-change memos. Expenses at cost, capped, and agreed in advance.
Fee: $ · Payable: % at signing · % at the verbal read · % on delivery
No compensation of any kind that varies with the outcome — no success fee, no transaction fee, no
finder's or referral fee from any party, in either direction, arising from or following this
engagement.
8.1 Independence. Humboldt holds no economic interest in whether the Client transacts, and accepts
no compensation from any counterparty, buyer, seller, or intermediary in connection with this
engagement or any transaction following it.
8.2 Conflicts. Before signing, Humboldt provides a written list of named companies in the Client's
peer set and among its likely counterparties with which it holds a current or recent engagement.
Named companies, not categories. The duty to disclose continues through the engagement. Humboldt will
not accept an engagement adverse to the Client on the same subject matter for months.
8.3 Key person. The work is performed by Howard Michalski. Any subcontractor, research support, or
automated tooling touching Client materials is disclosed and named in advance.
8.4 Confidentiality. Mutual, surviving years. The existence of the engagement is itself
confidential. No marketing, case-study, logo, testimonial, or reference use — anonymized or
otherwise — without the Client's written consent, per instance.
8.5 Client data. Materials supplied by the Client are used solely for this engagement. **Nothing
derived from Client-supplied materials enters the ledger, any peer composite, any other client's work
product, or any sample or marketing artifact.** Public-record information independently collected
remains Humboldt's. Client materials and working files are destroyed days after final delivery,
confirmed in writing on request.
8.6 Ownership. Deliverables are the Client's on payment. Humboldt retains its methodology,
templates, and the ledger.
8.7 Distribution and reliance. Findings go to the engaging officer, in draft, first. Nothing is
distributed without written sign-off. The deliverable is not addressed to and may not be relied upon
by any buyer, lender, investor, or other third party.
8.8 Legal process. If Humboldt receives a subpoena or similar demand for Client material, it
notifies the Client immediately and affords an opportunity to object before producing anything.
8.9 Insurance and liability. Professional liability carried at $ per claim. Liability capped
at fees paid, except for confidentiality breach, gross negligence, and willful misconduct.
8.10 Termination. The Client may terminate at any time on notice, paying fees earned to date. If
terminated before the verbal read, all working material is destroyed and nothing is retained.
8.11 Governing law.
Agreed:
Client: Date:
Humboldt Group Advisors LLC: Date: