Item 1.01. Entry into a Material Definitive Agreement.
On January 30, 2021, Cascade Acquisition Corp., a Delaware corporation (the
"Company"), entered into an Independent Contractor Agreement (the "Agreement")
with Bulhon Advisors, LLC (the "Contractor") pursuant to which the Contractor
will provide consulting services to the Company in connection with the Company's
search for a potential merger, share exchange, asset acquisition, share
purchase, reorganization or similar business combination (each, a "Transaction")
with one or more businesses (each, a "Target") that are in the financial
services industry (the "Target Sector"). Under the Agreement, consulting
services include researching potential Targets; developing and implementing
marketing materials and plans directed to potential Targets and potential
investors in the Company; supervising and performing due diligence on potential
Targets; assisting with the negotiation and closing of a business combination
transaction in coordination with, and with direction from, the Company's senior
management; and ancillary administrative work. Pursuant to the Agreement, the
Contractor will receive $41,668 payable on signing and monthly compensation of
$20,834 thereafter. The agreement is for a term of 16 months unless terminated
earlier pursuant to the agreement (the "Term"). Either party may terminate the
agreement without cause by giving 30 days prior notice; provided that the
Company may terminate the Agreement immediately for Cause (as such term is
defined in the Agreement) and upon the expiration of the 14-day cure period for
a material breach by the Contractor of any provision of the Agreement. The
Agreement includes a non-competition provision (the "Non-Competition Provision")
and non-circumvention provision (the "Non-Circumvention Provision") for the
benefit of the Company, each of which is summarized below.
Pursuant to the Non-Competition Provision, during the Term and for a period of
12 months from the later of (i) the date of termination of the Agreement for any
reason or (ii) the date the Company consummates a Transaction or the time for
the Company to do so expires, the Contractor shall not, anywhere within the
United States, engage with or participate in a special purpose acquisition
company or other blank check company (other than the Company) seeking to effect,
or having a stated intention to effect, any Transaction with, or other
substantial strategic investment into, any one or more businesses that have a
focus on any one or more of the Target Sector, unless given explicit written
authorization to do so by the Company's chief executive officer or chief
financial officer.
Pursuant to the Non-Circumvention Provision, during the Term and for a period of
12 months from the date of termination of the Agreement for any reason, the
Contractor shall not solicit on behalf of any other entity, any Target with
which officers or directors of the Company met (in person or by videoconference
or teleconference) for purposes of effecting a Transaction with, or other
substantial strategic investment into such Target with any entity other than the
Company, unless given explicit written authorization to do so by the Company's
chief executive officer or chief financial officer.
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