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Here is a chapter from my first novel Betrayal: A Novel of Rome - Kindle edition by Clifford Meyer. Literature & Fiction Kindle eBooks @ Amazon.com. It's more than 5,000 words (6,597), but it forms a complete unit.IX – A Meeting with the BankerPrimaLucius Cornelius Cinna rose to power in obscure circumstances. His election to the consulship for 87 was a reaction to Lucky Sulla’s opposition to the franchise, the granting of Roman citizenship and voting rights, to the autonomous tribes and city-states of the Italian peninsula. Lucky Sulla was consul in 88, and he supported Cinna as a compromise candidate, together with Gnaeus Octavius, to frustrate the election of anyone who supported his hated rival, the consular general, Gaius Marius.Sulla had reluctantly supported Cinna‘s candidacy, but distrusted him. Following his and Octavius’ election, Sulla made them both swear an oath they would not, during their year in office, strip him of his lawful command of the war against Mithridates VI of Boeotia. Octavius, being a deeply religious man, kept his word. Cinna lacked any such scruples, and when he took office, he began to move against Sulla, bringing trumped up charges against him. Rather than remain in the city and face prosecution, Sulla fled with his army to make war against Mithridates.Octavius sided with the Senate against Cinna’s attempts to deprive Sulla of his command, resulting in pitched battles in the city between Cinna’s men and the forces under Octavius, who was commanding in the absence of Sulla. These street fights were the pretext Octavius needed to strip Cinna of his consulship, and exile him from the city, an action that was strictly unconstitutional, and unique in the history of the Republic.Marius, and his friend and supporter Publius Sulpicius Rufus, who had been exiled from the city by Sulla, saw their chance to return, and allied themselves with the renegade Cinna. As they moved through the countryside, they cut off supply lines to the city and recruited an army. The first battle, on the Janiculum Hill, resulted in Octavius’ forces prevailing, but with heavy losses, including their general Gnaeus Pompeius Strabo – the father of Pompeius the Great – who was, apparently, struck by lightning during the fighting.After further skirmishes, Cinna negotiated a peace, which allowed him to return to the city, and he was reinstated as consul against Octavius’ wishes. Marius refused to return unless his exile was formally repealed, but before the Senate could agree terms, he lost patience and entered the city with his personal bodyguard, who proceeded to slaughter Sulla’s allies and his own personal enemies. Eventually, Cinna wearied of the killing and he, and his general Quintus Sertorius, ambushed Marius’ bodyguard while they slept, and put an end to their reign of terror.Cinna’s only victims were a few of his own personal enemies and the unfortunate Octavius, who had attempted to frustrate the Senate’s negotiations with the exiled consul. Octavius retreated to the Janiculum Hill with the remnants of his loyal forces, but was overrun by a cavalry charge led by Marcius Censorinus, who captured him, beheaded him, and nailed his head to the Rostra as a warning to those who would resist Cinna.Cinna and Marius were elected consuls for the next year. Marius died after only seventeen days in office, probably of an infection in an old war wound, and was succeeded as suffect consul by Lucius Valerius Flaccus. The War of the Allies, prosecuted in the years immediately prior to Cinna’s rise to power, had caused a collapse of financial confidence in the city, resulting in exorbitant rates of interest on loans, and a concomitant rise in counterfeit coinage. Flaccus passed a bill setting up way stations to identify and replace the false coins, and slowly confidence returned to commercial transactions in the city and abroad.Rufus was elected Tribune of the Plebs for that year, and brought forward a bill to extend the franchise to the Italian allies. This bill would upset existing electoral balance, which worked to the advantage of the aristocratic oligarchy, and encountered resistance from the consuls and the Senate. It was only voted into law after further rioting fomented by Rufus, and the support of the newly enfranchised allies.Cinna was elected consul twice more, during which time he consolidated his position in the city. He sent Flaccus to replace Sulla in the war against Mithridates. Flaccus was unpopular with his soldiers, and many of them deserted to Sulla. Those who remained only did so because his legate, Gaius Flavius Fimbria, used his popularity with the troops to persuade them to stay. Fimbria quarrelled with Flaccus, and was subsequently dismissed by him. The legate was a violent man, and resented his dismissal to such an extent he stirred up a rebellion against Flaccus, whom he murdered at Nicomedia, while he was on his way to engage Mithridates.Fimbria assumed command of Flaccus’ army and scored several successes against Mithridates, shutting him up in the old Greek city of Pitane, on the coast of Aeolis. He might even have captured him, had Lucullus lent his navy to assist in the campaign. Lucullus declined, out of consideration for Sulla. In the absence of support from Lucullus, Fimbria’s temper got the better of him, and he began to rampage through the countryside, slaughtering his enemies, real and imagined, including some of Sulla’s allies. Sulla quickly came to terms with Mithridates, which left him free to pursue Fimbria, and his army. Fimbria committed suicide, when he realized his troops would desert to Sulla, rather than fight against him.Sulla turned his attention to Rome. Cinna had planned to meet Sulla before he could land in Italy. He would cross the sea to meet his enemy, but his army was reluctant to fight, having been offered no booty should they be victorious. When they heard a forward convoy had been shipwrecked during a storm, they mutinied. Cinna ordered his soldiers to an assembly, to discipline the ringleaders, and to rally the rest to his cause.As he was making his way to address the army, one of his lictors struck a soldier who had been obstructing his path. The soldier struck back, resulting in a melee in which Cinna was fatally stabbed. Resistance to Sulla fell away after the death of Cinna. Rufus fled the city, and was found hiding in a villa at Laurentum. He was killed and beheaded, and his head was exposed on the Rostra. Sulla retook the city, and his proscriptions began.SecundaSlavery is a barbarous and unpleasant fact in the city. Ten years ago, at a school for gladiators in Capua, about two hundred slaves plotted to escape, and abscond to freedom. When their plot was uncovered, about seventy of them, armed with knives and choppers stolen from the kitchens, fought their way to freedom. As they were escaping, they carried off several wagons of gladiatorial weapons and armor. They nominated Spartacus, a Thracian gladiator, to lead their insurrection.For almost a year, Spartacus and his ever-growing band of escaped slaves, roamed the southern countryside, raiding and plundering farming estates at will. The first attempt to end the revolt was headed by a praetor called Gaius Claudius Glaber, who assembled a militia of about three thousand men, and marched on Spartacus’ slave army. He besieged them on Vesuvius, blocking the only way out, and waited for them to give up through starvation.Glaber had underestimated their ingenuity. Spartacus ordered his slaves to make ropes from vines growing on the mountainside, which they used to rappel down the hidden cliffs, whence they moved around the base of the mountain, outflanking Glaber’s forces and putting them to the sword. The Senate was not unduly concerned at this point, and sent a second praetor, Publius Varinius, but he fared no better. One of his subordinate commanders was captured and killed, and the slave army seized his forces’ equipment.The following year, an increasingly alarmed Senate sent two consular legions, under the command of Lucius Gellius Publicola and Gnaeus Cornelius Lentulus Clodianus, two weighty and serious generals, to engage Spartacus. His slave army now numbered about seventy thousand men, and after some initial successes, both commanders were defeated in battle, returning to the city thoroughly humiliated. They were not well received.The Senate was in a quandary. Until two ex-consuls had been defeated by Spartacus, senators had not taken seriously the threat posed by his slave army. Spartacus had proved resourceful and unstoppable, and the thought of an army of slaves, led by a Thracian gladiator, marching on the city, was more than the Senate could bear. The situation was further complicated by Mithridates VI of Pontus and his allies. Nicomedes IV of Bithynia’s bequest of his kingdom to Rome, upon his death two years earlier, had given Mithridates the pretext he needed to make war. As a result, the Senate resolved to send Lucullus to respond to Mithridates, and Crassus volunteered to end Spartacus’ rebellion.Crassus was given command of eight legions, about forty thousand men, and marched them south. After a number of indecisive engagements, he had penned in the slave army outside Rhegium, from where both sides could see Sicily, a short distance across the channel. One of the cohorts, sent to engage Spartacus, had fled in retreat. Crassus was so appalled at his men’s cowardice, he revived the old Roman custom of decimation, whereby men were split into groups of ten, ordered to draw lots, and the loser was beaten to death with sticks by his fellow soldiers.Crassus was a brutal general. He ordered rest of the legion to witness the decimation, so that no soldier might be tempted to retreat from the enemy. He taught them to be more fearful of retreat than attack, because he would be waiting for them with condign punishment. Spartacus’ army was now under siege and unable to replenish their supplies. It is likely, Crassus intended to starve them into submission, but the Senate was impatient for victory.By coincidence, Pompeius was returning from Hispania, victorious in his war against the rebellious Sertorius. The Senate voted to send him south to join Crassus. Pompeius’ joining forces with Crassus proved to be decisive, and Spartacus was defeated in battle, although his body was never recovered. Crassus ordered the remaining survivors, about six thousand men, to be crucified at regular intervals along the Appian Way. It was intended to be a gruesome reminder to all Roman slaves of the fate awaiting them, should they be tempted to consider further rebellion.Pompeius further soured his relations with Crassus by writing a letter to the Senate, which resulted in Crassus being denied a triumph, having to be satisfied with an ovation instead. The legacy of Spartacus’ failed rebellion lives on today in the continued antipathy between Pompeius and Crassus. In an attempt to remain neutral at the meeting, Cicero did not want to invoke his patron’s name, leaving it to Marcellus to represent himself as the champion of their shared patron’s interests.I doubt any patrician rested less easily in his bed as a result of the failed slave revolt. Slaves were indispensable for the smooth running of any household in which they were enslaved. Many were well-educated specialists unfortunate enough to be swept up in Roman conquest, captured and sold to the highest bidder at the regular auctions following the many successful campaigns. As it was with Lydia, a young seamstress of renown, whose matrilineal ancestors had passed down their skills from mother to daughter for an uncountable number of generations.Lydia had been an expensive purchase, and Aurelia Orestilla might curse the commercial agent whom she sent to the auction as her representative, but knew the cost of replacing her costly young craftswoman would empty her purse once again, were she to be injured or otherwise incapacitated. And Catiline’s wife, as well as being independently wealthy, was an astute businesswoman. She was not about to jeopardize a sound financial investment, so Lydia was well treated, as were all the slaves in their possession. He might be driven to bloody insurrection in a vain attempt to emulate his patron, Lucky Sulla, but he charged his wife to run an orderly household.Should Catiline be destroyed because of his mad ambition, we cannot anticipate what will happen to his wife and their household. It is likely Aurelia Orestilla will survive her husband. Her own wealth is her guarantee of freedom and independence, and few will have the stomach to pursue her if Catiline is slain in battle. She is not the threat to the established order. If Catiline’s widow holds an inquiry to discover how documents from her late husband’s office fell into the hands of the consul, we cannot know what she might find, or whom she might accuse.TertiaTitus Pomponius was born into an ancient and respectable Roman family, which had held the equestrian rank in continuous succession, back to the early years of the Republic. The equestrian order was hereditary, in the sense the rank passed from father to son, but continued membership was subject to a property qualification, which was assessed during the five-yearly census. Families whose paterfamilias no longer met the threshold were struck from the membership rolls. It was quite an achievement for Pomponius’ family to have remained members of the order for so many generations.Pomponius’ father died young, and his estate passed to his only son. The younger Pomponius, and his mother Caecilia Metella, considered his position, and decided it was too hazardous for him to remain in the city, to be caught between Cinna’s and Sulla’s factions. He transferred the greater part of his financial assets to Athens, and moved to the city to avoid offending one side or the other. His long-term residence at Athens, and his love for the picturesque Greek city on the Attic peninsula, led to him being nicknamed Atticus.Atticus first visited Athens in 85, having completed his education under the tutelage of Quintus Mucius Scaevola, the celebrated lawyer and juristconsult. His dangerous family connections were merely the pretext for the real purpose of his visit, to explore the city that had been so much a part of his formal education, albeit only from books, the instruction of his pedagogues, and the conversation of friends. He was not disappointed in his purpose.A young man, from a family of such eminence and wealth, would be unable to pass unnoticed into Athenian society. No doubt, his family had clients in the city that would assist him in finding suitable accommodation, and introductions to local young gentlemen of a like-minded disposition. So it proved. Atticus was lionized by fashionable Athenian society, and conducted himself in a manner befitting an eminent young knight of the equestrian order, an eques.The eques had studied Epicureanism in his youth, and began openly to espouse its tenets, and to live his life according to the spirit of Epicurus’ teachings, as he had professed them. His philosophy required political neutrality, and his taste for standing askance of the situation at Rome found its true and authentic expression. It served him well then, and it continues to serve him well today. Lucky Sulla visited Athens on his return from the Mithridatic War, and spent much of his time with Atticus.Each found the other’s company congenial and companionable, and each formed afavorable opinion of the other. It was only after Sulla had returned to Rome and his dictatorship, did Atticus think it more prudent to remain in Athens, than to return to Rome, after hearing reports of the murder and beheading of a family relation in law, Publius Sulpicius Rufus. He remained at Athens for nearly twenty years, only returning to Rome in 56, long after the events that might have endangered his life.Atticus had cause to be concerned. One of his friends, the young patrician dandy Gaius Julius Caesar, was in danger from Sulla’s bloodlust. Caesar, who was Cinna’s son-in-law and Marius’ nephew, connections that might have doomed him, fled the city, and was only saved through the special pleading of members of his close family who were supporters of the dictator. Sulla wrote in his memoirs, he regretted sparing the young Julian, seeing many future Mariuses.Atticus’ discretion, and a natural diffidence, meant that Sulla, the blood-soaked dictator, who had vanquished Cinna, made no attempt to molest him while he resided quietly at Athens, and at his country estates in Epirus. The young man’s cousin, Anicia, was married to Servius Sulpicius Rufus, whose brother Publius had been murdered by one of Sulla’s subordinates at Laurentum. Here was cause to support his decision to remain in Greece, until long after the death of the old dictator.Atticus’ means were such that he was able to offer his services as banker to the city of Athens. He became even more popular when he offered loans to them, charging no interest on the principal of the original term; and thereafter, less than the rate charged at banks in the Agora. Athens was grateful to her generous benefactor. The orderly conduct of his banking business freed him to be what he wished to be, an author, a publisher, and a patron of the arts. His studied political neutrality allowed him to remain friends with members of all political parties, and resented by few.In 79, Cicero visited Atticus in Athens, and they resumed their friendship from their years under Scaevola. Cicero had recently won an acquittal for Sextius Roscius, at the expense of one of Sulla’s favorites, Chrysogonos, who managed the proscriptions, and who was probably responsible for the death of Roscius’ father, in an attempt to take possession of his property. The precocious young lawyer and orator, celebrated at the expense of one of Sulla’s closest allies, was wise to stay away until after Sulla’s death the following year.Atticus agreed to publish Cicero’s speeches and essays; they became lifelong correspondents, and remained trusted friends.QuartaDemetrius and I make final preparations for our meeting with Atticus.“Demetrius, tell me of Atticus.”Demetrius speaks.“Your grandfather had won Cicero’s trust during his electoral canvass the previous year. Curius protected the praetor’s person, through a network of friends and clients, surrounding the candidate, in the Forum or out on the Martian Fields, to prevent him being jostled, and subject to a casual stabbing, Cicero had gathered his fair share of detractors on the Course of Offices, and many would rather elect the patrician Catiline, in preference to the New Man from Arpinum.“In those days, the candidate and later consul-elect had many friends but few confidants. When they first met, Cicero was 42, and had been praetor in 66 - in his year - said of a man elected to a magistracy in the Course of Offices at the earliest age of qualification. He had presided over the court responsible for the recovery of the proceeds of extortion during the exercise of public office. Cicero had come to depend on the anonymous rentier from the Subura.“After the death of Lucky Sulla, Atticus had cause to return to the city. His maternal uncle, Quintus Caecilius Metellus, had died, and he wanted to attend the reading of the will. He arrived a few days before the meeting, and boarded with Cicero. Sometimes, they would execute formal business together, and Cicero would offer advice, or convene a meeting with a friend with the necessary expertise. If a third party were consulted, Tiro would be present to record the proceedings. I would accompany him, chartae and tablets, quills and styli, all to hand.“Atticus was about to be confirmed as Metellus’ adoptive son and heir, and take possession of one of the great fortunes of the Republic. On one occasion, he had been approached by a syndicate, looking for investment capital to finance silver mining in Hispania. Pompeius had defeated Sertorius, and left the province in good order, before returning to Rome. Peace in the province was the open door to unlimited profits from the commercial opportunities.“Cicero arranged and hosted the meeting between Atticus and the envoy. The late paterfamilias was present, to help Cicero and Atticus assess the merit of the syndicate’s proposition. The syndicalist was Spanish, unknown to either man. His type was not unusual in Rome. Young worthies from the recently conquered and peaceably settled provinces, enjoying the fruits of the Roman Peace, came to the city, dreaming of making a fortune, financed using other men’s money.“The young man who presented himself to Atticus was already attracting attention in the city. Lucius Cornelius Balbus, born in Gades, a veteran in the service of Pompeius and Quintus Caecilius Metellus Pius, in the war against Quintus Sertorius, on the Iberian peninsula. Pompeius conferred citizenship on Balbus, and his family, for his gallantry in the field, and his administrative abilities. He was the consummate middleman, able to insert himself into any business transaction, to the enrichment of all concerned.“Pompeius had insisted the new citizen wear a toga in public. Balbus had not quite mastered the art of draping the garment, and looked uncomfortable appearing dressed as a Roman gentleman. Cicero was amused at his new friend’s sartorial discomfiture, and astounded at his ability to juggle friendship with both Pompeius and Caesar, neither of whom resented his relationship with the other. Atticus also smiled. He doubted a man of lesser ability could maintain intimate and trusted friendships with two such inimical personalities.“Caesar had distrusted Pompeius since the latter had used unconstitutional methods to raise an army in support of Sulla. He was avenging the death of his father Strabo, who fell in battle, in the service of Octavius, against Cinna, the exiled consul. To the victor, the spoils. But Caesar had always considered himself a strict constitutionalist. For him to advance to the consulship, and to pass legislation to advance his own legislative program, and discharge his obligations to his friends, he needed to be seen to be acting constitutionally. He required others do the same, at least for the present.“Pompeius’ unquenchable lust for power came at the expense of the constitutional niceties that allowed them to all rub along without resorting to violence. Caesar and his friends were affronted at the precocious young general’sbehavior. It had got him his first consulship, without meeting the age requirement for the magistracy. The ambitious young patrician disliked the smirking young butcher from Picenum, another brazen provincial arriviste with burning ambition.“Atticus shared Cicero’s levity, and listened politely while the young Spaniard laid out his business proposition. Now peace had settled over Hispania, thousands of Spanish soldiers sat idly for want of employment. His land surveyor had reported silver-rich seams north of his home city, and estimated a working life of the mines of twenty-five years. They would create an indentured labor force from the defeated soldiery, who would otherwise be sold into ignominious slavery.“The men would build the mine, the smelting shop, the living quarters, the kitchens and messes. They were to be well treated, and on completion of their service in the mines, they would be manumitted. For an investment of two million sesterces each, the five partners would split an income of twenty five million a year. The silver ingots would be shipped to Rome or Athens, and deposited in Atticus’ banks.“Atticus’ interest was piqued. Few Romans with business interests in the colonies had any scruples about exploiting slave labor for profit, and Atticus knew mine owners had little or no concern for the welfare of their workforce, slave or otherwise. Perhaps only schools for gladiators had a worse reputation for the abuse of slaves, as the Senate had discovered during the slave uprising led by Spartacus.“The three gentlemen conferred among themselves. Your grandfather would be the first to admit to a superficial knowledge of mining in the provinces, and it was doubtful Cicero knew any more than the Spaniard had explained in his proposition. What interested them was an opportunity to have a stake in a venture, which planned to address the shortcomings of Romans doing business as usual. Atticus inquired of the Spaniard who his business partners would be. By their reaction to the his reply, neither Cicero nor Atticus had anticipated hearing the names Caesar, Crassus and Pompeius.“What was fitting into place was the alliance which was to have such a profound effect on the politics of the time. Balbus was the versatile personality with the knack of forming powerful friendships of lasting value, although it was doubtful he was on anything more than a detached acquaintanceship with the reactionary and conservative noble that was Crassus. His value was to recognize the potential of a rapprochement between the two antithetical personalities that were Caesar and Pompeius.“Cicero and Atticus thanked Balbus for his proposal, and said they would give it serious consideration before making a final decision one way or the other. When the Spaniard had taken his leave, the three gentlemen retired to Cicero’s atrium to discuss his proposition and its ramifications. Tiro and I were about to follow, but Cicero dismissed us, having no further need of a record of the conversation. Tiro was relieved. It freed him for other duties. I was sent away to supervise the firing of the hypocaust, and never discovered the outcome of this encounter.“Atticus came and went over the following few days before the reading of the will. He had a natural reserve, and seemed in many situations to be content to observe, and to listen to the opinions of others, before reaching his own conclusions, which he might share, or might not, but not with any sense of indifference, or lack of interest. To the contrary, as I watched him in the company of Cicero, a man who trusted his own deepest confidences to his great friend, he was always careful to weigh all opinions equally. He had a natural gift for seriousness, without appearing to be solemn.”QuintaAtticus’ slave secretary leads us from the vestibule to the office, where the great and slightly frayed eques waits, gray and weary. Demetrius follows me, as I follow the secretary, a pace behind, and slightly uncertain as to what awaits us. Atticus was five, or possibly six years older than Cicero, so must by now be in his mid- or late-sixties. Atticus prefers Roman society to think of him as a publisher, a man of letters, and a patron of the arts.The public man of letters conceals a shrewd banking and business acumen, and few are the men who would not want to number among their friends Titus Pomponius Atticus, banker and financier, citizen of Rome, and habitué of Athens. The young Pomponius had no political ambitions. He wanted to protect and nurture his family fortune and his financial heritage in his own generation, and pass it down intact and enlarged. He had no less talent in savings and loans, and profit and loss, than his venerated father. And he had his friendships. He was the man to whom Cicero wrote so many letters, and he possesses copies of these letters. Yet another successful and lucrative venture for Atticus, the publisher, the man of letters, and patron of the arts.Atticus saw, in Cicero, the remarkable talent and capacity for work he himself lacked, and admired their mutual friend Rufus, who had both in abundance, but wanted for a natural instinct or flair for politics. Many were the men, many manifestly able, some successful and illustrious, who stumbled once in the Senate, and were forever undone. Cicero hunted the consulship; Rufus would have it by patrician acclaim, being a talented and well-respected Sulpicius. Atticus wanted everything but the consulship, and preferred not to pursue the Course of Offices.Atticus became Cicero’s great friend and closest confidant, and agreed to publish his speeches, treatises and pamphlets at Rome and Athens. The company of one added lustre to the reputation of the other. Tiro kept all of Cicero’s correspondence and papers, his letters to his friends, to Atticus, and to the Senate. Between them, they will suppress or destroy much, but Atticus will publish the remainder, and he and Tiro will retire to their country estates on the profits.Cicero’s head is still on a pike at the Rostra, but Atticus must ensure the perpetuity of Cicero’s works. Business must be done, and a Roman banker will have his way.Atticus speaks.“Demetrius.”Atticus rises, and embraces the slave.“You old reprobate, you hid those old Epicurean manuscripts, rather than let me publish them.”“Yes, hegemon. I feared you would try to improve them.”“You rascal, Demetrius.”He turns to me.“You are Curius’ grandson. I hope you have a sense of humor, young man. Your grandfather’s slave is no mere grateful patron’s gift, but a covenant between equals. We had to save him from Lucullus, or at least from his slave agents, and we paid dearly to get him, and a few others, to the head of the auction manifest, hoping to get them away from who knows what horrible fate. It is an unfortunate political reality that whole cities, communities and countries are enslaved by our conquering armies. Please, sit.”I sit, and Demetrius sits with me.“Demetrius will do as he always does, when he is sent away. He will skulk and sulk, and make all sorts of disapproving noises. We cannot leave him out, otherwise he will complain. And we cannot permit that, dear Demetrius. Do not blush, and feign embarrassment, old friend. Cicero would not admit to it, because he was vain. He would say to me, ‘If Demetrius were free, we would all be in trouble.’ That is right, Demetrius, you blush, and you avert your eyes. We have always known of your eminent talents. I see your calculating eyes, when you look away from Roman gentlemen, ever the respectful slave.”Slaves bring wine, fine glass goblets, and a selection of cold dishes. Today, we are honored guests.“The young Greek was once like a prince. His parents were hereditary scribes at the top of the Egyptian civil service, in daily company with the pharaoh and his court, for over one thousand five hundred years, in an unbroken line from father to eldest son, until the death of Alexander the Great, Egypt fell from satrapy. Ptolemy made himself pharaoh, and founded a new pharaonic dynasty. Ptolemy preferred his own court, and replaced the top of the civil service with native Greek speakers.“The last pharaoh of the twenty-seventh dynasty, Psamtik III, had anticipated the Persian satrapy that preceded Alexander’s final victory over Egypt, and ennobled and enriched his closest scribes. Demetrius’ ancestor was the most extravagantly rewarded of them all. The treasure was lodged in banks in Athens, and he and his family retired to the city of Apamea, in Phrygia, where they would be left to live unmolested by the Ptolemies, who had no interest in the last Egyptian pharaoh, and his Egyptian-speaking civil service.“Apamea was over-run by Lucullus during the Mithridatic War, and Demetrius’ family were captured and sold into slavery. Unfortunately, Lucullus’ slave agents were not susceptible to bribery, and Demetrius lost his parents on the voyage to Rome. We bid for him at open auction, and managed to bag Demetrius and a few others, but many went to other buyers with fatter purses. You will know at least one of them. He knows who he is, who is among us.“I have heard about, and know and understand, your disquiet at your household dispensation. You should consider you have been a sanctuary and refuge for your involuntary guest. You are a Roman; you will do as you please. You think our ancient Roman families are old. Demetrius’ family served the Egyptian court unbroken for more than forty generations, and their service ended over three hundred and fifty years ago. In their last few generations in Egypt, their lineage was venerable, and venerated by the pharaohs they served, as well as the other, less ancient, scribe families.“It was comical. At the beginning of the business day, the scribes would be seated and ready to record the day’s transactions, and take note of all pharaonic utterances. Pharaoh would enter with his entourage, all bowing to one another, and someone, often the great man himself, would notice Demetrius’ ancestor seated among the scribes. The ancestor would be bidden to arise, and join in the mutual ingratiation, each one vying to bow the lowest, and longest. The god would address the scribe, a request for a few verses of one of the Greek masters, or a short tale from the Egyptian canon. Demetrius’ family memorized the Greek philosophers for the amusement of the living deity.“The suitably impressed, and intellectually refreshed, god-king would press a gold coin into the scribal open hand, and dismiss him with a perfunctory wave of the regal arm, leaving him to wander at will through the palace precincts for the rest of the day, a wayfarer through opulent halls and balmy courtyards. The heavy press of the gold coin, gently warmed by his lucky right hand, gave him cause to smile, and to look at the serving girls passing by in the dark and cool corridors, between the harems and the ladies’ bathhouses. Everyone loved the young scribe from the truly ancient family, with his boyish smile, and his prestigious, and preposterously well connected, father. The young scribe decided it was a pharaonic gesture to keep him in opulent style, but to exclude him from sensitive discussions. It hardly mattered to him. He enjoyed his days of leisure.“The young Demetrius came to my attention when visitors spoke of the ancient Egyptian scribe family living in a Phrygian city, having adopted Greek names, and speaking perfect, if quaint and old-fashioned, Golden Age Athenian Greek. I hoped almost beyond reason they might be the family I was looking for, in my search for old Epicurean treatises. Demetrius had memorized all Epicurus’ extant texts. I sent agents to discuss terms, but the venerable young scribe, who had been educated in his family’s scribal tradition, was reluctant to dirty his scribe’s hands with commerce. We won him around, after a little dignified haggling, and he was on the point of leaving Apamea, when it was over-run by Lucullus’ victorious armies.“Demetrius, here you sit, in spite of all that has happened. Cicero, the savior of the State, is dead, the delegates to the Conference at Luca are dead, and many others besides, all dead because they took part, and took sides. Crassus died drinking molten gold after his ignominious defeat at Carrhae; Pompeius was hunted down like a wild beast, and decapitated at Pothinus’ pleasure; and Caesar was murdered by honorable men, under a statue of Pompeius. All those able men, dead from their ambition, their pride, their prestige, and their pursuit of influence with their fellow men.“You must be protected by one of your arcane Egyptian gods, spells being cast at your behest in smoky temples, to protect you from malevolent spirits, their presence felt in the evil actions of others. Your Egyptian magic is disturbing, and disquieting, but your sorcerers’ knowledge of poisons and venoms is astounding. Let us pray your god is liberal in his beneficence, and we all benefit from your continued presence among us.”For a moment, I can smell myrrh. I look at Demetrius, and he is warming small pellets of incense. He rubs them, and they release their fragrances. The ritual is new to me, and I turn back to Atticus in silence. The cloying Egyptian incense fills the space between us. Atticus smiles appreciatively, and his face takes on a friendly aura. He seems to recede from me, and likewise, Demetrius, and Atticus’ secretary fade enjoyably away. We all smile. Atticus continues.“Lucky are those families which survive the cataclysmic downfall of an Egyptian dynasty, so we must follow their example, and enjoy what time we have available to us in the new political order. Octavian thirsts for revenge, and plots to eliminate, or at least neutralize, Antonius and Lepidus. I have a daughter of marriageable age. I shall look for a good match from among the new aristocracy. I am sure one of Octavian’s friends will oblige me. I plan to survive the present upsets, and enjoy a prosperous retirement in the city, healthy and unmolested by my fellow citizens.“Young Curius, you and I have unfinished business. While my staff prepare the documents, Demetrius will tell you the provenance of the fortune you are about to inherit. What remains to be said will help you decide your own course in the city. Demetrius tells me you want to retire to the country, to grow olives and read Sophocles, both noble pursuits, which occupy my own time most fruitfully. You have valuable property in the Subura. Profit from it, let it be a leisure activity, but let it be done by you. Your gold, silver and coin are safe in my banks. Octavian wants a pliant Senate, not an impoverished one. He wants profitable commerce to fill up his treasury coffers. He needs trustworthy banks. He will leave us alone.“One final matter, before I leave you to enjoy Demetrius’ incense. He tells me you were inquiring about my past, to get to know me before attending this meeting. I did not become an investor in Balbus’ mining venture. His purpose was transparent. He was an equal and trusted friend of both Pompeius and Caesar, and Caesar would be sure to bring along Crassus. Caesar would achieve his short-term aims in partnership with the other two, and would emerge as a true force in Roman politics, able to get his bills passed into law, and repay his debts to his friends and patrons. Caesar would also have Gaul. The populist politician wanted military conquest, to secure his position in the city. I remember Crassus’ enthusiastic participation in Lucky Sulla’s proscriptions. He was as bad as Catiline was, and I was determined I would do no business with him. Not even the personal entreaty of the young Caesar weakened my resolution. It was difficult to refuse Caesar.“Your grandfather disliked and mistrusted the impoverished young noble, and avoided his company. He thought him just another patrician dandy, more than usually short of funds, not as cruel as many, making youthful mischief in the city, preparing to join the Course of Offices. Caesar despised the aristocratic oligarchy, which numbered among its ranks men like Sulla and Cinna, the two Cornelians responsible for the shedding of so much Roman blood, slaughtering their fellow citizens in pursuit of their own narrow, selfish interests.“Gaius Marius was Cinna’s general. They, too, slaughtered their way through the aristocracy. Marius was Sulla’s bitterest enemy, and Caesar’s uncle. He had been a supremely successful general, reorganizing the army, and using it to bring new territories into Rome’s rapidly expanding empire. However, he was a New Man from Cicero’s home town of Arpinum, and resented deeply his treatment at the hands of the old patrician and plebeian aristocracy. Seven consulships were not enough to assuage their contempt for him. As for him, his hatred of them drove his cruelty and brutality. Here was the beginning of Caesar’s program, artfully concealed by the patrician dandy, popular and populist, ruthless and effective.”Atticus interrupts his reverie.“Young man, today you shall have your letter of credit.”Atticus and his slave secretary disappear into the atrium, and I am left with Demetrius, the noble scribe from an ancient Egyptian family. He smiles, and the weight of forty generations falls away.

Excerpt from an official bankruptcy document filed 11/22/13:Preliminary Statement1. The Debtors were founded in 2007 with the goal of designing, assembling, and manufacturing premium plug-in hybrid electric vehicles (“PHEVs”). To facilitate these efforts, the United States Department of Energy (“DOE”) arranged for loans to the Debtors from the Federal Financing Bank (the “FFB”) in an aggregate amount of up to approximately $530 million pursuant to the Advanced Technology Vehicles Manufacturing Incentive Program.2 The Debtors drew a total of approximately $192 million on these loans and also raised significant amounts of equity financing2 The Advanced Technology Vehicles Manufacturing Incentive Program was promulgated under section 136 of the Energy Independence and Security Act of 2007, Pub. L. 110-140, 121 Stat. 1492, 42 U.S.C. § 17013.2DOCS_DE:190465.1 28353/001from a wide range of venture capital, private equity, and sovereign wealth funds. Beginning in 2007, the Debtors established a global network of vendors, suppliers, distributors, and retailers, along with an international reputation for both their award-winning Karma sedan and their innovative hybrid electric powertrain technology. The Karma sedan is the world’s first environmentally responsible luxury PHEV and was the centerpiece of the Debtors’ prepetition manufacturing and sales efforts. The Debtors sold approximately 1,800 Karma sedans to individual buyers through a global network of independent retailers and distributors.2. Despite these accomplishments, the Debtors were unable to achieve certain financial covenants and project milestones embedded in their loan agreements with DOE. In particular, the Debtors’ loan agreements with DOE originally required the Debtors to produce, manufacture, and sell 11,000 Karma sedans by February 2012. But the Debtors were obliged to delay serial production of the Karma until October 2011 for a number of reasons, including completion of vehicle and manufacturing engineering, finalizing tooling and component specifications with the Debtors’ supply chain, and completing safety and emissions testing and certifications.3. Further, once serial production of the Karma began, vehicle sales failed to meet expectations. Factors affecting sales included negative press, initial quality and performance issues, lingering effects of the global financial recession, and challenges arising from the Debtors’ supply chain. For example, the high-voltage battery packs for the Karma, an essential component for any electric vehicle, and which were manufactured exclusively by A123 Systems, Inc.3 (“A123”), exhibited a number of performance problems. The Debtors initiated a voluntary safety recall for a small number of Karma vehicles almost immediately following the Karma’s 2011 launch relating to A123’s misalignment of internal hose clamps. A123 also announced a service campaign in3 A123 Systems, Inc. has since changed its name to B456 Systems, Inc.3DOCS_DE:190465.1 28353/001March 2012 relating to a manufacturing defect that affected the durability and performance of all battery packs manufactured at A123’s Livonia, Michigan facility. Moreover, A123 suspended Karma battery production in October 2012 when it sought bankruptcy protection.4 As a result, the Debtors were left without a high-voltage battery supplier, and the Debtors have not restarted Karma vehicle production since a previously scheduled seasonal shutdown commenced in July 2012.4. The Debtors have at all times been mindful of their commitments to stakeholders, their obligation to preserve and maximize value, and the public interest at issue here. To this end, and as discussed in greater detail below, the Debtors explored a series of alternatives to obtain financing to fulfill these commitments and to maximize stakeholder value, including with respect to DOE. Among other things, the Debtors sought additional equity and debt financing to refinance the DOE loan and provide additional working capital. More recently, the Debtors engaged with financial sponsors, original equipment manufacturers (“OEMs”), and other parties regarding astrategic investment or a going concern transaction. In this process, the Debtors retained experienced investment banking, financial, and restructuring advisors to facilitate their review, analysis, and development of potential alternatives.5 The Debtors also undertook steps to minimize costs and to preserve liquidity. These steps included, among other things, the difficult determination to conduct headcount reductions and to initiate nonpaid employee furloughs in the spring of 2013. Notwithstanding these efforts, the Debtors’ cash position continued to erode.5. To preserve and maximize value, the Debtors sought to implement a sale process in connection with a chapter 11 filing. Throughout the spring of 2013, the Debtors engaged in4 As discussed more fully below, A123 ultimately rejected its exclusive supply agreement with the Debtors effective as of February 2013.5 See infra Part II.C (discussing the Debtor’s prepetition restructuring efforts).4DOCS_DE:190465.1 28353/001substantial, good faith negotiations with DOE regarding the Debtors’ consensual use of its cash collateral to help fund a chapter 11 case and sale process. Despite significant efforts by the parties, these negotiations were ultimately unsuccessful, and DOE applied the approximately $20 million of cash that it controlled to the Debtors’ outstanding indebtedness.6. Since that time, the Debtors have operated with limited junior funding provided by related parties. The Debtors’ operations have remained curtailed, and headcount reductions have continued through both additional layoffs and voluntary attrition. The Debtors have also continued to engage in discussions and negotiations surrounding various restructuring transactions in an effort to maximize stakeholder value. Meanwhile, DOE conducted a public marketing and auction process for the purchase of its interests in the DOE loan pursuant to a competitive auction process. On October 7, 2013, an affiliate of Hybrid Tech Holdings, LLC emerged as the successful bidder, and the parties closed the loan purchase on November 22, 2013.7. Recognizing that this purchase would provide the Debtors with an opportunity to move forward, the Debtors entered into extensive arm’s-length discussions with Hybrid Tech Holdings, LLC (the “Purchaser”) and its affiliates regarding the Purchaser’s potential acquisition ofcertain of the Debtors’ assets through a credit bid of all or part of the DOE loan. These discussions culminated in the parties’ entry into a purchase agreement (the “Purchase Agreement”), as more fully described herein, pursuant to which the Purchaser would acquire substantially all the Debtors assets, with the remainder of the estates’ assets to be administered through a chapter 11 plan of liquidation. The Debtors have commenced these chapter 11 cases to facilitate a timely and efficient sale and plan process that will preserve and maximize the value of the Debtors’ estates.8. To familiarize the Court with the Debtors and the relief sought at the outset of these chapter 11 cases, this Declaration is organized in three parts. Part I provides an overview of the5DOCS_DE:190465.1 28353/001Debtors’ historical operations and capital structure. Part II describes the events leading up to the commencement of these chapter 11 cases. Part III sets forth the relevant facts supporting the relief requested by the First Day Motions.Part I: The DebtorsA. Overview of the Debtors’ Corporate History and Business Operations1. The Debtors’ History and Operations13. The Debtors were formed in 2007 with the goal of designing, engineering, and manufacturing premium PHEVs. To this end, the Debtors developed an electric vehicle with extended range, which they trademarked as “EVer.” The Debtors also established an international reputation as a leading developer of premium extended range PHEVs. The Debtors’ Karma sedan is the world’s first environmentally responsible luxury PHEV, and was developed by a highly skilled team of automotive designers and engineers located in the United States. The Karma sedan was also the centerpiece of the Debtors’ operations and won awards for excellence, innovation, and environmental responsibility from Time magazine (identifying the Karma as one of the “Green Design 100” in 2009), Top Gear Magazine (identifying the Karma as “Luxury Car of the Year” in 2011), and Automobile Magazine (identifying the Karma as “Design of the Year” in 2012).Fisker Vehicle DesignsKarma Sedan Atlantic Sedan (Concept)6DOCS_DE:190465.1 28353/00114. The Karma sedans were assembled by Valmet Automotive, Inc. (“Valmet”) in Uusikaupunki, Finland. The Debtors had planned, however, to build future vehicles at a company-owned and -operated assembly facility in the United States to improve volumes and to leverage their design, engineering, and technical expertise.15. To that end, in July 2010, the Debtors acquired a manufacturing facility covering approximately 3.2 million square feet located on approximately 142 acres at 801 Boxwood Road, Wilmington, Delaware (the “Delaware Facility”). The Debtors purchased the Delaware Facilitythrough the General Motors bankruptcy proceedings for a cash purchase price of approximately $21 million. The Delaware Facility is equipped with a number of technical and utility systems for automotive manufacturing, including a paint facility, powerhouse capability, a conveyor system, a wastewater treatment facility, and an emissions abatement system. The Debtors have not conducted active operations at that location.16. The Debtors obtained components and systems for the Karma’s assembly through a number of third-party supply relationships. For example, the Debtors had a licensing and tool use agreement with a General Motors affiliate. Through this relationship, the Debtors were able to purchase parts and components directly from suppliers that also sold to General Motors and use General Motors tooling to manufacture the parts or components. In addition, the Debtors relied on a number of “single source” suppliers for particular components. One such “single source” supplier was A123, whom the Debtors contracted with in January 2010 to act as the exclusive manufacturer of the Karma sedan’s high-voltage battery pack, as discussed more fully below.17. The Debtors began delivering the Karma sedan for sale to the general public in October 2011. This milestone was the culmination of the Debtors’ four-year effort to bring the Karma sedan from design, to concept car, to finished product ready for the showroom floor. The7DOCS_DE:190465.1 28353/001Karma sedan retailed for approximately $100,000 to $120,000, subject to consumer specifications and corresponding purchase price adjustments. The Debtors assembled approximately 2,700 Karma sedans, and approximately 1,800 Karma sedans have been sold to individual customers.18. The Debtors also planned to have another platform, the “N” or “Nina Platform,” which included the prototype Atlantic sedan. The Debtors made significant progress developing the N Platform, including entering into a number of additional supply and service agreements with third-party vendors and suppliers. These agreements included an engine purchase, supply, and development agreement with Bayerische Moteren Werke Aktiengesellschaft, or BMW. The Debtors first unveiled the Atlantic sedan at the April 2012 New York Auto Show, but have not engaged in active production of the Atlantic sedan or other N Platform derivatives.2. The Debtors’ Sales Network and Customers19. The Debtors sold the Karma sedan in the United States and Canada through a network of independent retailers located throughout the United States and Canada (each, a “Retailer”). In addition, the Debtors sold the Karma sedan in Europe, the Middle East, and China through local, independent distributors (each, a “Distributor”). Typically, Retailers and Distributors would purchase vehicles from the Debtors and then hold the vehicles for sale to the general public. A “Retail Agreement” or “Distributorship Agreement” typically governed each relationship among the parties.20. The Retail Agreements and Distributorship Agreements generally provided that the Retailers and Distributors would purchase vehicles directly from the Debtors and then hold those vehicles for sale in an assigned geographic territory. In certain circumstances, these Retailers and Distributors hold the right to compel the Debtors to repurchase their vehicles. Additionally, while the Retailers and Distributors bear primary responsibility for performing warranty repairs associated with sold vehicles, these warranty repairs may be subject to reimbursement from the Debtors.8DOCS_DE:190465.1 28353/0013. The Debtors’ Employees21. The Debtors currently employ approximately 21 full-time employees, located primarily at their Anaheim, California headquarters, and primarily tasked with engineering, product development, financial, and reporting functions. None of the Debtors’ employees are subject to a collective bargaining agreement. The Debtors’ current staffing level reflects significant headcount reductions and voluntary attrition in the period prior to these chapter 11 filings.4. Fisker GmbH22. Fisker Automotive GmbH (“Fisker GmbH”), a non-Debtor in these cases, was a wholly owned subsidiary of Fisker Automotive, Inc. organized under the laws of Germany. Fisker GmbH’s office was located in Munich, Germany, and provided international sales and marketing services to the Debtors. Fisker GmbH has no active operations.B. Overview of the Debtors’ Capital Structure23. As of the Petition Date, the Debtors had approximately $203.2 million in funded debt and related obligations outstanding, consisting of the DOE Facility, the SVB Working Capital Facility, the DEDA Loan, and the Related Party Notes (each as defined herein). As of the Petition Date, the Debtors’ funded debt obligations, excluding accrued interest, are summarized as follows:$ millionsDOE Facility $168.5SVB Working Capital Facility $6.6DEDA Loan $12.5Related Party Notes $15.6Total: $203.2In addition, the Debtors have obligations under a number of contractual and vendor-related agreements, including with respect to various prepetition supply and assembly agreements. These obligations are discussed in turn.9DOCS_DE:190465.1 28353/0011. The DOE Facilitya. The DOE Facility Generally24. Fisker Automotive, Inc., as borrower (“Fisker Automotive”), Fisker Automotive Holdings, Inc. (“Fisker Automotive Holdings”), and DOE are parties to that certain Loan Arrangement and Reimbursement Agreement, dated as of April 22, 2010 (the “DOE Loan Agreement”).6Pursuant to the DOE Loan Agreement, DOE agreed to, among otherthings:(a) arrange for purchases by the FFB of notes from Fisker Automotive in an amount not to exceed $169.3 million to fund the development, commercial production, sale and marketing, and all related engineering integration of the Debtors’ Karma sedan (the “Karma Lending Facility”); and(b) arrange for purchases by the FFB of notes from Fisker Automotive in an amount not to exceed $359.4 million to fund the development, commercial production, and sale and marketing of the Debtors’ Nina model automobile, now known as the Atlantic sedan, including the establishment and construction of an assembly and production site in the United States (the “Nina Lending Facility,” and, together with the Karma Lending Facility, the “DOE Facility”).7 Fisker Automotive Holdings unconditionally guaranteed obligations arising under the DOE Facility pursuant to that certain ParentGuarantee, dated as of April 22, 2010, made by Fisker Automotive Holdings in favor of DOE, FFB, and certain holders of notes. As discussed in detail below, on November 22, 2013, DOE sold its rights under the DOE Loan Agreement and certain related agreements to an affiliate of the Purchaser.6 See The Advanced Technology Vehicles Manufacturing Incentive Program, which was promulgated under section 136 of the Energy Independence and Security Act of 2007, Pub. L. 110-140, 121 Stat. 1492, 42 U.S.C.§ 17013.7 Pursuant to that certain Program Financing Agreement, dated as of September 16, 2009, between DOE and FFB, DOE is obligated to reimburse FFB for any liabilities, losses, costs, or expenses incurred by FFB from time to time with respect to the Notes or the related Note Purchase Agreement (each as defined in the DOE Loan Agreement).10DOCS_DE:190465.1 28353/00125. As of the Petition Date, the Debtors estimate that they had approximately $168.5 million in principal outstanding under the DOE Facility. Interest on the Karma Lending Facility is payable quarterly, bears interest at a weighted average interest rate of 2.00 percent, and was scheduled to mature on April 24, 2017. The Nina Lending Facility bears interest at a weighted average interest rate of 2.60 percent and was scheduled to mature on April 22, 2026. The DOE Loan Agreement further required the Debtors to achieve certain construction, production, manufacturing, and other milestones necessary for the completion of the Karma project and the Nina project, each by certain pre-established dates.26. Obligations arising under the DOE Facility are secured by a first priority lien on substantially all the Debtors’ assets, including personal and real property, pursuant to that certain Amended and Restated Pledge and Security Agreement, dated as of July 30, 2010 (the “Pledge andSecurity Agreement”), between Fisker Automotive and PNC Bank, N.A., d/b/a Midland Loan Services, a division of PNC Bank, N.A., as successor by merger to Midland Loan Services, Inc., as collateral agent (the “Collateral Agent”).827. In particular, DOE held an exclusive, first priority security interest in a debt service reserve account established pursuant to the DOE Loan Agreement (the “DOE Debt Service Reserve Account”), which was controlled by DOE. The DOE Debt Service Reserve Account formerly held approximately $20.6 million of cash. During the spring of 2013, the Debtors engaged in substantial, good-faith negotiations with DOE regarding the Debtors’ access to funds held in the DOE Debt Service Reserve Account. However, and despite significant efforts by the parties, these8 The collateral pledged to secure obligations arising under the DOE Facility specifically excludes, among other things, the Debtors’ rights to or interests in any lease, contract, property rights, agreement, or trademark if the grant of a security interests in such property would result in (a) the cancellation or unenforceability of the Debtors’ right or interest, or (b) a breach, default, or termination of any such property (collectively, the “Excluded Assets”).11DOCS_DE:190465.1 28353/001negotiations were ultimately unsuccessful, and DOE applied the funds held in the DOE Debt Service Reserve Account to the Debtor’s outstanding indebtedness in March 2013. As of the Petition Date, approximately $0 remains in the DOE Debt Service Reserve Account.b. Business Covenants Arising Under the DOE Loan28. In addition to traditional financial reporting, fixed charge, and EBITDA covenants, the DOE Loan Agreement imposed a number of milestones and obligations with respect to the Debtors’ business plan and performance. Among other things, the DOE Loan Agreement required the Debtors to: (a) achieve Karma sales of 11,000 units by February 29, 2012; (b) achieve an average Karma selling price of not less than $87,900 by that time; and (c) obtain $270.0 million of incremental equity financing by October 2010. The covenants and milestones provided under the DOE Loan Agreement materially affected the Debtors’ ability to pursue projects or transactions not contemplated by the business plan originally submitted to DOE in 2010.2. The SVB Working Capital Facility29. Fisker Automotive, as borrower, Fisker Automotive Holdings, as obligor, and Silicon Valley Bank (“SVB”), as lender, are parties to that certain Loan Agreement dated as of July 30, 2010 (the “SVB Loan Agreement”). The SVB Loan Agreement provided for a term loan facility and an asset-based revolving credit facility in the total amount of $21.0 million (the “SVB Working Capital Facility”). As of the Petition Date, a term loan of approximately $6.6 million remains outstanding on the SVB Working Capital Facility, and SVB is no longer providing the Debtors funding under the SVB Loan Agreement. The SVB Working Capital Facility has a weighted average interest rate of 9.00 percent and was scheduled to mature on July 30, 2014.99 Pursuant to correspondence dated April 5, 2013, SVB has taken the position that an event of default occurred under the SVB Loan Agreement on account of an unpaid principal and interest payment due on April 1, 2013.12DOCS_DE:190465.1 28353/00130. Pursuant to the Pledge and Security Agreement, obligations arising under the SVB Working Capital Facility are also secured by a lien on substantially all the Debtors’ personal property.10 However, the collateral securing the SVB Working Capital Facility excludes, among other things, cash held in the DOE Debt Service Reserve Account and the Delaware Facility.3. The DEDA Agreementsa. The DEDA Loan Agreement31. Fisker Automotive, Fisker Automotive Holdings, and the Delaware Economic Development Authority (“DEDA”), a body corporate and politic constituted as an instrumentality of the State of Delaware, are parties to that certain Loan and Security Agreement dated as of December 10, 2010 (the “DEDA Loan Agreement”). The DEDA Loan Agreement provided for a$12.5 million interest-free loan (the “DEDA Loan”) to the Debtors,11 the proceeds of which were to be used to fund the Debtors’ infrastructure improvements and upgrades at the Delaware Facility.12 As of the Petition Date, approximately $12.5 million remains outstanding under the DEDA Loan, which was scheduled to mature June 1, 2015.32. Obligations arising under the DEDA Loan are secured by a security interest in substantially all the Debtors’ personal and real property, including the Delaware Facility, although such collateral excludes the cash held in the DOE Debt Service Reserve Account and the Excluded10 On July 30, 2010, Fisker Automotive, Fisker Automotive Holdings, and the Collateral Agent, on behalf of DOE and SVB, entered into that certain Amended and Restated Collateral Agency Agreement, which created certain payment priorities between the DOE and SVB with respect to proceeds from different pools of collateral securing the Debtors’ obligations to DOE and SVB.11 The DEDA Loan Agreement was entered-into by the DEDA pursuant to the Delaware Strategic Fund Program, 29 Del. C. §§ 5027–29 (the “Delaware Fund Program”).12 The DEDA Loan Agreement provides that, subject to Fisker Automotive satisfying certain conditions set forth in the DEDA Loan Agreement relating to the employment of full-time employees and capital expenditures at the Delaware Facility, on or after June 1, 2015, up to the full amount of the DEDA Loan could convert to a grant. As of the date hereof, these milestones have not been achieved.13DOCS_DE:190465.1 28353/001Assets.13 On December 10, 2010, Fisker Automotive, Fisker Automotive Holdings, and DOE entered into that certain Third Amendment to the DOE Loan Agreement (the “Third Amendment”) requiring the Debtors to establish a collateral reserve account (the “DEDA Reserve Account”) withthe Collateral Agent. DOE controls the DEDA Reserve Account and has the power to direct the Collateral Agent to disburse funds held in the DEDA Reserve Account. DOE used this power shortly after its seizure of the cash in the DOE Debt Service Reserve Account to also sweep the cash in the DEDA Reserve Account. Thus, approximately $0 remains in the DEDA Reserve Account as of the Petition Date.b. The DEDA Grant33. Fisker Automotive and DEDA are also parties to that certain Grant Agreement dated as of December 10, 2010 (the “DEDA Grant”), pursuant to which DEDA granted up to $9.0 million to Fisker Automotive under the Delaware Fund Program to be used to offset utility costs incurred while the Debtors renovated and upgraded the Delaware Facility. Payments under the DEDA Grant were disbursed to Fisker Automotive from time to time as needed to reimburse the Debtors for “Eligible Utility Costs,” which are generally defined by the DEDA Grant to cover certain utility costs incurred during the renovation of the Delaware Facility. DEDA provided approximately $7.5 million in funding pursuant to the DEDA Grant, but is no longer providing the Debtors with additional funding. All or a portion of the DEDA Grant will convert to an interest-free loan upon the occurrence of certain conditions, including the Debtors’ failure to employ at least 1,495 full-time13 As discussed more fully in the Motion of the Debtors for Entry of Interim and Final Orders (I) Authorizing Postpetition Financing, (II) Granting Liens and Providing Superpriority Administrative Expense Priority, (III) Authorizing Use of Cash Collateral, (IV) Granting Adequate Protection, (V) Modifying the Automatic Stay, and (VI) Scheduling a Final Hearing Pursuant to Sections 105, 361, 362, and 364(c) of the Bankruptcy Code and Bankruptcy Rules 2002, 4001, and 9014 (the “DIP Motion”), the DEDA Subordination Agreement (as defined therein) subordinates DEDA’s interest in the collateral to those of DOE and SVB.14DOCS_DE:190465.1 28353/001employees at the Delaware Facility on March 1, 2015, or upon the occurrence of an event of default under the DEDA Loan Agreement.4. The Related Party Notes34. Commencing on April 16, 2013, the Debtors received approximately $15.6 million in financing on an unsecured basis through a series of promissory notes and loan agreements (collectively, the “Related Party Notes”) entered into by the Debtors and certain related parties,including Ace Strength International Limited, FAH Loan Purchase Fund, LLC, GSR Principals Fund IV, L.P., GSR Special Situation I Limited, GSR Ventures IV, L.P., JR Holdings IV, Ltd., and SugarPine Kids Trust and certain of their respective Affiliates. The Related Party Notes bear interest at a fixed rate of 10% per annum and were used to fund prepetition working capital needs and for other prepetition general corporate purposes. The Related Party Notes mature on the later to occur of (a) the sale, transfer, or disposition of all or substantially all the Debtors’ assets; (b) the Debtors’ dissolution or liquidation; or (c) 12 months from the date of the applicable promissory note, unless terminated earlier pursuant to their terms.5. Other Claims35. The Debtors’ capital structure also includes certain claims that may be secured by either security agreements or statutory or possessory liens. For example, Valmet holds certain work in progress and other inventory and has asserted its right to liquidate this inventory to satisfy claims that may be owing to Valmet. The Debtors are also parties to a number of supply and assembly agreements that give rise to substantial obligations on account of such agreements, including obligations relating to accounts payable, material authorizations and suspended shipments, and obligations for the settlement of certain volume-related charges under the Valmet Agreement, although analysis of such obligations remains ongoing. In addition, the Debtors are subject to a significant level of litigation and collection proceedings pending as of the Petition Date.15DOCS_DE:190465.1 28353/0016. Equity36. The Debtors are privately held. Fisker Automotive Holdings is owned by a diverse group of venture capital, private equity, and sovereign wealth funds, as well as private individuals. The Debtors’ equity capital consists of common stock and seven series of convertible preferred stock. Fisker Automotive Holdings, in turn, owns 100 percent of the shares in Fisker Automotive.Part II: Events Leading to the Chapter 11 Cases37. Since their inception, the Debtors pursued a strategy committed to the design, development, engineering, and production of high performance and environmentally responsible PHEVs. This strategy was reflected by the Debtors’ loan agreements, through which the Debtors were obliged to, among other things, achieve sales in excess of 11,000 vehicles less than 5 years from their initial inception and to employ approximately 1,500 full-time employees in automobile manufacturing here in the United States. The Debtors’ ability to achieve their original sales and production goals, however, was limited by a combination of negative press, lingering effects of the global financial recession, unforeseen business disruptions, and liquidity shortfalls, among other factors.A. Challenging Operating Environment38. The Debtors, like most OEMs, were responsible for the overall engineering, design, and development of the Karma sedan. In this process, the Debtors leveraged the expertise of a wide range of suppliers and service providers to complete the engineering work and to manufacture the thousands of parts and components necessary to complete each Karma sedan. In addition, and as noted above, Karma assembly was contracted to Valmet under the Valmet Agreement—although, the Debtors’ business plan contemplated that assembly operations could ultimately be brought “in house.” As a result, Karma production remained dependent on the seamless interaction of suppliers located across North America, Europe, and Asia.16DOCS_DE:190465.1 28353/00139. Building the Fisker platform, supply chain, and network of Retailers and Distributors from scratch ultimately delayed the initial Karma launch from 2009 until 2011. This delay created significant challenges with respect to the Debtors’ February 2012 deadline to sell more than 11,000 Karma sedans at an average selling price of $87,900, as required by the DOE Loan Agreement.14 The Debtors further believe that sales were adversely affected by negative press with respect to Karma performance, their existing liquidity position, and the A123 battery recall.40. In particular, these challenges were exacerbated by severe complications arising from the Debtors’ relationship with A123. As noted above, A123 was formerly the exclusive high-voltage battery pack manufacturer for the Karma sedan. The Debtors encountered a number of issues with the performance of the A123 battery packs almost immediately following the Karma’s launch in October 2011. At or about that time, the Debtors conducted a voluntary safety recall to check and correct a potential misalignment of internal hose clamps within the battery packs. In March 2012, A123 announced a voluntary service campaign to replace all Karma battery packs because of a faulty manufacturing process at A123’s production facility in Livonia, Michigan, that affected the expected performance and durability of the battery packs—the problem that caused a Karma sedan to shutdown during testing by Consumer Reports.41. A123 did not complete the service campaign and later suspended its production of Karma battery packs.15 As a result, the Debtors were left with approximately a $48.7 million warranty claim against A123’s bankruptcy estate and no supply of high-voltage battery packs to14 As noted above, approximately 1,800 Karma sedans have been sold to individual customers.15 A123 sought bankruptcy protection in October 2012 and, following its acquisition by Wanxiang Group Corp. in January 2013, rejected its battery pack supply agreement with the Debtors.17DOCS_DE:190465.1 28353/001continue Karma production.16 Facing these challenges, the Debtors have not restarted Karma production following a previously scheduled seasonal shutdown that began in July 2012.42. The Debtors suffered an additional loss on October 29, 2012, when Hurricane Sandy and its related windstorms, storm surges, and floods, destroyed approximately 338 Karma sedans located at the port in Newark, New Jersey. These vehicles represented substantially all of Fisker’s then-available Karma inventory in the United States. The Debtors’ insurance carriers denied coverage for the loss. After filing suit, the Debtors settled their coverage claims for an amount far less than the approximately $30 million wholesale value of the destroyed vehicles in order to avoid the risk and cost of protracted litigation with their insurance carriers.B. Prepetition Covenant Defaults and Capital-Raising Efforts43. As noted above, the DOE Loan Agreement required the Debtors to achieve various performance milestones, including the Debtors’ obligation to sell 11,000 Fisker sedans by February 29, 2012. Fisker did not achieve certain of these milestones in light of, among other things, the performance challenges discussed above. The Debtors’ operating position was further complicated in 2011 when DOE informed the Debtors that it would not honor future disbursement requests under the DOE Facility, and since that time DOE has ceased all funding under the DOE Facility. The Debtors subsequently engaged in good faith negotiations with DOE regarding modification or waiver of certain conditions imposed by the DOE Loan Agreement, through which the Debtors agreed to raise additional equity capital to fund operations and improve the Debtors’ overall capitalization. Since DOE suspended its funding commitments in 2011, the Debtors raised16 On April 17, 2013, the United States Bankruptcy Court for the District of Delaware approved the Debtors’ stipulation with A123 settling the Debtors’ claims against A123—the approximately $48.7 million warranty claim and a $91.2 million contract damages claim—for approximately $15 million. In re A123 Sys., Inc., No. 12-12859 (Bankr. D. Del. Oct. 16, 2012) [Docket No. 1467]. The Debtors subsequently sold their warranty claim, and, pursuant to their settlement, the Debtors’ $91.2 million contract damages claim was disallowed.18DOCS_DE:190465.1 28353/001approximately $500 million of new capital in three separate equity raises while continuing negotiations with DOE.C. Prepetition Restructuring Efforts44. Commencing in early 2012, the Debtors began exploring strategic alternatives with respect to their business and operations. To facilitate this process, the Debtors retained Evercore Group L.L.C. (“Evercore”) on two separate occasions to explore strategic alliances, junior equityinvestment opportunities, or, potentially, a going-concern sale transaction with one or more parties with respect to the Debtors’ business. Evercore’s initial efforts led to the exchange of several letters of intent between the Debtors and a major automotive OEM with a respect to a potential strategic alliance. Despite substantial negotiations, including meetings with the Debtors’ management, the parties were ultimately unable to agree to a transaction and terminated further discussions in July 2012.45. The Debtors then reengaged Evercore in December 2012 to search more broadly, and in early 2013 Evercore engaged a worldwide universe of more than 50 prospective strategic and financial investors through a structured process designed to publicize the opportunity and induce interest in a transaction. Again, management was actively involved with discussions with potentially interested parties, and approximately thirteen parties executed non-disclosure agreements and accessed an extensive electronic data room. Of these parties, two submitted preliminary non-binding proposals; however, the Debtors were again unable to reach definitive agreements with any of the potential purchasers, due to the Debtors’ inability to, among other things: (a) secure additional financing to fund a potential sale transaction; (b) reach an agreement with DOE regarding the consensual use of cash collateral to fund a potential chapter 11 case; and (c) secure third-party financing to fund a potential chapter 11 sale process.19DOCS_DE:190465.1 28353/00146. The Debtors then sought to market their assets for sale in three discrete groups, with the goal of reaching agreements with one or more bidders that would serve as stalking horses for a sale process in chapter 11 that would be funded by either DOE or third parties. Based on information gleaned from their interactions in the prior processes, Evercore re-solicited interest on this basis from fifteen parties. Again, however, the Debtors were unable to reach definitive agreements with any parties, again, largely due to funding issues.47. In addition to these efforts to locate a transaction partner, the Debtors also took substantial additional steps over the past year to address their liquidity position and preserve operational stability as much as reasonably possible. The Debtors engaged financial advisors that facilitated the Debtors’ efforts to preserve liquidity, while permitting executive management to continue to focus on the Debtors’ overall business plan and strategic alternatives. The financial advisors, in conjunction with the Debtors’ management team and Evercore, continued to negotiate with DOE to provide for the Debtors’ continued access to liquidity on a prepetition basis. Similarly, the Debtors implemented a cash preservation plan that facilitated the Debtors’ efforts to maintain liquidity as they continued to explore strategic alternatives.48. Despite their extensive efforts to preserve cash and execute on a restructuring transaction outside a chapter 11 process, no transaction with investors or purchasers materialized, and the Debtors’ liquidity position continued to deteriorate. As a result, the Debtors made the difficult decision to implement nonpaid employee furloughs and a series of headcount reductions, including voluntary attrition, beginning during the spring of 2013.49. The Debtors continued to explore potential strategic alternatives, but were unsuccessful until their universe of available restructuring alternatives materially shifted in mid-2013 when DOE commenced a marketing and auction process for its interests under the DOE20DOCS_DE:190465.1 28353/001Loan Agreement. The DOE auction process commenced on September 17, 2013, when DOE publicized its plan to sell its interests through a competitive auction. The Debtors actively facilitated diligence and engaged with DOE throughout this process, and it is my understanding that DOE received over twenty written expressions of interest in performing due diligence and participating in the auction process. I further understand that those expressing interest were contacted by DOE’s financial advisor, Houlihan Lokey Capital, Inc. (“Houlihan”), and over half of the potentiallyinterested parties executed non-disclosure agreements with DOE and the Debtors. Approximately half of these potentially interested parties that executed non-disclosure agreements ultimately submitted binding bids before the October 7, 2013 bid deadline, and I further understand that Houlihan conducted the final, live phase of the auction on October 11, 2013. An affiliate of the Purchaser was the successful bidder, and the parties closed the loan purchase on November 22, 2013.50. Recognizing that the DOE marketing and auction process would provide the Debtors with an opportunity to move forward with their restructuring process, the Debtors entered into extensive arm’s-length discussions with the Purchaser regarding the Purchaser’s potential acquisition of certain of the Debtors’ assets through a credit bid of all or part of the DOE loan. These discussions culminated in the parties’ entry into the Purchase Agreement described below.D. The Proposed Sale51. Contemporaneously herewith, the Debtors filed a motion (the “Sale Motion”) seeking authorization of a sale, pursuant to the Purchase Agreement, of substantially all of the Debtors’ assets to the Purchaser free and clear of all claims, liens, and other encumbrances pursuant to section 363 of the Bankruptcy Code in exchange for, among other things: (a) $75 million in the form of a credit bid of claims owned by the Purchaser under the DOE loan; (b) the Purchaser’s agreement to waive $4 million of claims held by the Purchaser or its affiliates under the Debtors’21DOCS_DE:190465.1 28353/001proposed postpetition financing;17 and (c) the assumption of customary liabilities in accordance with the Purchase Agreement. In addition, the Purchaser has committed to support the Debtors’ proposed chapter 11 plan by, among other things, funding up to $725,000 in creditor distributions pursuant to the Plan, each as set forth more fully in the Purchase Agreement.52. In evaluating the benefits and issues associated with another marketing process, the Debtors determined that a sale to a third party other than the Purchaser was highly unlikely to generate greater value than the Debtors’ proposed sale transaction or advisable under the facts and circumstances of these chapter 11 cases. Specifically, as the Debtors’ senior secured lender, the Purchaser holds approximately $168.5 million in claims secured by substantially all of the Debtors’ assets. As a result, I believe the Purchaser holds an overwhelming advantage in any prospective sale process. Thus, given that a competitive auction process or pursuing a potential transaction with an entity other than the Purchaser would be highly unlikely to increase value for the Debtors’ estates—particularly given the extensive prepetition marketing efforts conducted by both the Debtors and DOE prior to the date hereof—the Sale Motion seeks approval of a private sale. The Debtors believe that a private sale will maximize value for the benefit of all creditors and clear the way for the Debtors to expeditiously complete these chapter 11 cases.E. Chapter 11 Plan Process53. The Debtors intend to file their proposed chapter 11 plan promptly after the commencement of these cases. Generally, the Debtors seek to utilize proceeds from the Purchase Agreement, the Purchaser’s additional undertakings to fund creditor recoveries, and their remaining assets to administer these chapter 11 estates, fund creditor recoveries, and bring these chapter 1117 As set forth more fully in the DIP Motion, the Purchaser is also an affiliate of the Debtors’ proposed DIP lender.22DOCS_DE:190465.1 28353/001cases to a prompt conclusion. The Debtors further anticipate seeking approval of their related disclosure statement and plan confirmation in the near term.

Terms and ConditionsThis instrument here after referred to as the agreement executed between Applicant and Company. The Company is engaged in the business of Direct Selling through Multi Level Marketing (M.L.M.) and in other business activities as stated in the object clauses of Memorandum and Articles of Association of the Company. The Company authorises Direct Sellers across the country for marketing and sale of its Products and Services. An individual (Indian Citizen only) intended to become Direct Seller can apply for the same in prescribed application form of the Company. There is no fee or charge for becoming Direct Seller of the Company. The applicant must be 18 years of age or above. The Company exclusively uses its website to display the details of the products, marketing methods and business monitoring. It also uses verbal publicity to promote its business. For smooth running, simplifying, keeping transparent, prevention of fraudulent practices and betterment of the business of Direct Selling, the Company has framed certain rules and regulations, marketing plan, terms and conditions etc. These terms and conditions are construed in accordance with model guidelines on direct selling issued by the Govt. of India, Ministry of Consumer Affairs, Food & Public Distribution, Department of Consumer Affairs, New Delhi vide F. No. 21/18/2014-IT (Vol.-II) dated 9th Sept, 2016.WHEREAS the applicant has gone through the Company's official website and read printed documents, brochures including stipulated terms and conditions for becoming Direct Seller.The Company and Direct Seller have clearly understood and agreed to abide by the terms and conditions as laid down herein at the time of agreement.NOW THIS AGREEMENT OF DIRECT SELLING WITNESSES AS FOLLOWS:DEFINITIONS:The following words used in these presents shall have the meaning as defined hereunder: -Direct SellingMeans marketing, distribution and sale of goods/products or providing of services as a part of network of Direct Selling.Direct Selling EntityMeans a Company namely M/s. Avencia Life Sciences Private Limited (CIN-U24232RJ2013PTC043945) having its Registered Office at 2, Adarsh Nagar, Bhilwara (Rajasthan) -311001 and Corporate Office at 117/H-1/56, Pandu Nagar, Kanpur (U.P.) - 208005 running its main business in the name and style of SHEERSH which sells or offers to sell goods or services through Direct Seller.Direct SellerMeans a person authorised, directly or indirectly, by a Direct Selling Entity through a legally enforceable written contract to undertake direct selling business on principal to principal basis.ConsumerMeans a person who purchases goods or hires services for personal use/consumption and not for resale or commercial purposes. It shall have the same meaning as provided under the Consumer Protection Act., 1986.Goods / Products and ServicesMeans goods/products as defined in the Sale of Goods Act, 1930. "Services" Means service as defined in Consumer Protection Act, 1986.Cooling-Off PeriodMeans the duration of time counted from the date when the Direct Seller and the Direct Selling Entity enter into an agreement and ending with date on which the contract is to be performed and within which direct seller may repudiate the agreement without being subject to penalty for breach of contract.Unique ID/Track IDMeans Unique Identification Number issued by the Company to the Direct Seller as token of acceptance for direct selling of goods/products and services of the Company.PasswordMeans unique password awarded to each Direct Seller to allow him to log on to the website of the Company.WebsiteMeans the official website of Company i.e.- http://myvestige.com2. THE AUTHORISATION OF DIRECT SELLER AND UNDERSTANDING:After submitting application form to the Company duly signed by applicant, the Company upon scrutiny and verification of the details submitted by applicant in application form may register as "Direct Seller" and authorise him for selling of the goods/products and services of the Company. The Company exclusive reserves the right to accept or reject or decline the application at its discretion without assigning any reason whatsoever.The Direct Seller shall enjoy the following privileges: -Incentive for effecting sale of goods/products and services of the Company as per marketing plan.No territorial restriction to sell the goods/products and services.Search and inspect his/her account on website of the Company through I.D. and password awarded by the company.Incentive of the Direct Seller shall be in proportion to the Business Volume of the Direct Seller either by his personal efforts or through team as stipulated in the marketing plan of the Company.Direct seller shall be entitled to a Cooling-off Period of 30 days from the date of execution of Agreement between Direct Seller and company without any punishable clause.Direct Seller has the option of Buy back or return of currently marketable goods and services purchased by him/her within 30 days from the date of purchase at Direct Seller's request at reasonable terms. The return of the products must be supported with bill of purchase and such products should not be damaged any angel. The purchaser should insure that quality and condition of the product should be similar to the quality and condition which was prevailed at the time of purchase. Such return shall be governed by the return policy published on website of the Company.An individual, upon appending his/her signature at the bottom of this application form shall be deemed to have accepted the terms and conditions stipulated herein. Upon registration after scrutiny of the details submitted by applicant in application form, he shall become the Direct Seller of the Company. Allotment of password and ID shall be construed as registration as Direct Seller.The applicant hereby covenants that as under: -That he has clearly understood the marketing methods/plan, the compensation plan, its limitations and conditions. He/She agrees that he/she is not relying upon any misrepresentation or fraudulent inducement or assurance that is not set out in terms and conditions or other officially printed or published materials of the Company.Relation between the Company and the Direct Seller shall be governed, in addition to this agreement, by the rules and procedure mentioned in the marketing plan available on website. The Direct Seller further confirms that he/she has read and understood guidelines and terms & conditions carefully and agrees to be bound by them.Direct Seller shall act as freelancer. He shall not commit any misfeasance or malfeasance to create any liability/obligation on the Company of whatsoever nature.Direct Seller shall be responsible for paying all taxes whether direct or indirect including but not limited to income tax, GST and other taxes chargeable to Direct Seller on amount earned hereunder. All legal, statutory, financial and other obligations associated with Direct Seller's business shall be the sole responsibility of Direct Seller.It is made and understood in very clear terms that Direct Seller is not an agent, employee, an authorised representative of the Company or its service provider and shall not be entitled to any employee's benefits. He/She is not authorised to receive/accept any amount/payment for and on behalf of the Company. Any payment/amount received by him/her will not be deemed to be received by the Company and the Company shall take necessary action against such Direct Seller.Direct Seller shall keep proper book of account stating the details of the sale of products, price, tax, quantity etc.Direct Seller hereby declare that all the information furnished by him to the Company are true and correct to his/her best of knowledge and nothing is concealed. Company reserves the right to take any action against the Direct Seller in the event of it is discovered that the Direct Seller furnished any wrong/false information to the Company.3. GENERAL TERMS:The Company may appoint any person for collection/distribution services. Direct Seller is required to visit the Company's official website from time to time to get such appointment and avail facilities, make payment, collect valid receipt and products/services from its outlet/permanent retail centre.Direct Seller shall use his/her best efforts to promote the sale of goods/products and services and maximize them. Direct Seller shall also provide reasonable assistance to Company in promotional activities.The Direct Seller will be eligible for remuneration as per business volume of sale of products and services done by him/her subject to the eligibility of norms formulated by the Company from time to time according to marketing plan and not in any other form/manner is payable/given.Track ID has to be quoted by the Direct Seller for all his/her transactions and correspondence with the Company. The Track ID once chosen cannot be altered at any point of time.No communication will be entertained without unique ID and password. Direct Seller shall preserve the ID and password properly as it is "must" for logging on website.Incentive to the Direct Seller shall be subject to statutory deductions under income tax and other acts as applicable for the time being in force.The Company reserves right to withheld/block/suspend I.D. of the Direct Seller in the event of the Direct Seller fails to provide any detail as desired by the Company from time to time.Direct Seller undertakes to adhere to policies, procedures, guidelines and rules & regulations formed by the Company.The Direct Seller shall be faithful to the Company and uphold the integrity and decorum of the Company and shall maintain good relations to other Direct Sellers and his/her clients.Company reserves the right to modify the terms and conditions, Products, Marketing Plan, Business and other policies at any time without any prior notice. Modification shall be published through the official website of the Company or any other mode as Company may deem fit and proper and such modification/ alteration and amendments made by the Government from time to time, shall be applicable and binding upon the Direct Seller from the date of such modification/alteration.If any Direct Seller loses his contractual capacity due to any reason or in case of death of Direct Seller either his nominee or one of the legal heir with consent in writing of all the legal heirs, may join the Company as Direct Seller in place of incapable or the deceased provided he executes written agreement and undertakes to abide by all rules and regulations and terms & conditions etc. in the same manner as that in case of original Direct Seller. In case of failure to arrival at such consent within six months from the incapability or death of the Direct Seller, the Company shall be at liberty to terminate the unique I.D. and for this period the Company will keep his unique ID in abeyance.Direct Seller shall be abided by all statutory, central, state and local body laws, rules and regulations and guidelines in operation of Company's business. Direct Seller shall not engage in any deceptive of unlawful trade practices as defined under different statutes.Direct Seller shall not manipulate the Company's marketing plan, products and services, rate, B.V. etc. in any way.Direct Seller shall not send, transmit or otherwise communicate any message to anybody on behalf of the Company without any authority from the Company.Direct Seller or any other person under him is strictly prohibited to use promotional material, other than the developed and authorised by the company.Direct Seller shall not use the SHEERSH trademark, logotype and design anywhere without written permission of the Company and the said permission can be withdrawn at any time by the Company.Direct Seller shall be self-responsible for all arrangements, expenses and permissions from Central/State Government and local bodies for conducting meetings or seminars.Direct Seller shall bear the cost and expenses of conducting its business in accordance with these terms and conditions. The Company will not entertain any reimbursement on any expense made by the Direct Seller other than sales incentive earned by the Direct Seller as per the marketing plan.Direct Seller shall carry his/her Identity Card issued by the company and not visit the consumer premises without prior appointment/approval. He shall not use I.D. Card apart from Company purposes.Direct Seller shall not sell any product for a price exceeding Maximum Retail Price (M.R.P.)Direct Seller shall not make medical claim for the effects arising out by using the products of the Company.4. PROHIBITIONS/ RESTRICTIONS:Direct Seller or his/her relatives (relative means dependent son or daughter, father/mother, spouse) shall not engage in any activities of Multi Level Marketing of any other Company/Person. If it is found, such direct seller shall be terminated.Direct Seller is prohibited from listening, marketing, advertising, promoting, discussing or selling of any product or the business opportunity on any website or online forum that offers like auction as a mode of selling.The Direct Seller hereby undertakes not to compel or induce or mislead any person with any false statement or promise to purchase products or services from the Company or to become direct seller of the Company.5. DUTY AND CONFIDENTIALITY:Direct Seller shall keep and maintain secrecy and confidentiality and shall not disclose the secret information to anybody.6. SPECIAL CONDITIONS:Notwithstanding anything stated or provided herein, the Company shall have all powers and discretion to modify, alter or vary the terms and conditions in any manner or mode as the Company deems fit and proper and shall be communicated through official website. If any Direct Seller does not agree to such modifications/ alterations, he may terminate his agreement within 30 days of such publication by giving a written notice to the Company. Without any objection to such modifications/alterations, if Direct Seller continues his/her business activities, it will be deemed that he/she has accepted all modifications/alterations for future.7. TERMINATION:Company may terminate this agreement on ground of any reason which shall not be limited to the following: -On non-compliance with the provisions of the marketing plan and discipline of the Company.For reason of non-performance with the business activities of the Company.For any unethical or prejudicial work to the interest of the Company.For breach of any term and condition of this agreement and marketing plan.In case information given by Direct Seller is found to be misleading/wrong/false.If he/she is found to be convicted on any offence punishable under law for the time being in force.If he/she is declared bankrupt/insolvent.If he/she is not mentally sound or physically fit to handle the business.If he/she migrates to other country.Where a Direct Seller is found to have made no purchase/sale by himself/herself of goods/products and services for a period of two years since the date of joining as Direct Seller or where there is no purchase/sale of goods/products and services for a period of two years since the date of last purchase/sale made, the company shall have the right to terminate the agreement by giving thirty days notice in writing or by electronic means to the direct seller.Where Company deems it necessary to terminate the Direct Seller in the interest of other Direct Sellers connected with his/her group/team.The Direct seller may terminate this agreement at any time by giving written notice to the Company.A. Termination of a Direct Seller means termination of.All rights and entitlements as Direct Seller of Company.Personal information given on websiteIdentification as Direct Seller of CompanyRight to go at any Company's office and attend Company's meetings/seminars.All the Company's trademarks, trade names, data, photographs, literature, sales aids and all kinds of customer related database and any other information generated shall always remain the property of Company. Within five (5) days after the termination of direct seller, he/she shall return all such items to Company. Direct Seller shall not make or retain copies of any confidential item or information that may have been entrusted to him/her and upon the termination of direct seller, he/she shall cease to use all trademarks and trade names of Company.8. RENEWAL / AGREEMENT PERIOD:Direct Seller authorisation shall continue till the end of twelve months from the date of acceptance of application by Company. To continue the authorisation as Direct Seller of Company for next one year, the Direct Seller shall have to renew his/her authorisation on or before the last date of expiry of twelve months. In case of failure in submission of renewal application within stipulated period, the authorisation shall be ceased automatically.Renewal application is available on Company's website in personal information. Direct Seller has to apply for renewal through his/her login.Company reserves the right to refuse any renewal request and can revoke agreement if, in Company's opinion, the activities of the Direct Seller are not in the interest of Company or the Direct Seller has failed to comply with the rules, procedures, guidelines, terms & conditions etc. during the twelve proceeding months.The agreement will automatically come to an end in case of non-compliance of renewal formalities.9. FORCE MAJEURE:The Company shall not be liable for any failure to perform its obligations where such failure has resulted due to acts of nature (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (whether war is declared or not), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, Government sanction, blockage, embargo, labour dispute, strike, lockout or interruption or failure of electricity, any type of redirection by Government (Central/State), Local Authority etc.10.DISPUTE SETTLEMENT AND ARBITRATION:If any dispute or difference arises out of or in relation to this agreement including any question regarding its existence, validity, termination or terms and conditions, the company and Direct Seller shall endeavour to settle through mutual discussions within 30 days of such dispute arising. In case of dispute or difference is not mutually settled within period, it shall be referred to Grievance Redressal Committee of the Company. If Direct Seller is not satisfied with the decision of Grievance Redressal Committee and dispute or difference is remaining unsolved, the same shall be referred to sole Arbitrator appointed by the Company in accordance with the provisions of Arbitration and conciliation Act, 1996 as amended from time to time. The arbitration proceedings shall be conducted at Kanpur in the state of U.P. and language shall be English. The decision of Arbitrator will be final and shall have binding effect on the both parties to the agreement.The terms and conditions stipulated in the forgoing paragraphs shall be governed in accordance with the law for the time being in force in India. Disputes, either civil or criminal in nature, shall be subject to the exclusive jurisdiction of the court in Kanpur (U.P.) only.11. SMS. ALERTS:The Direct Seller agrees to receive the SMS Alert from the company on Mobile No. mentioned/ quoted above and will not object even if they are received despite of DND activated. Direct Seller shall intimate the change in Mobile No. (if any).