CONFIDENTIAL

VIA E-MAIL ([EMAIL])

Sr. Vice President, General Counsel

[ADDRESS]

[ADDRESS]

[ADDRESS]

Re: Engagement for Legal Services – Acquisition of [COUNTERPARTY]

Dear [INDIVIDUAL]:

On behalf of [FIRM] (the “Firm” or “[FIRM]”), we extend our sincere thanks for the opportunity to assist (“[COUNTERPARTY]”) on the proposed acquisition of [COMPANY] as described in the Letter of Intent dated [DATE] (the “Transaction”). This letter confirms our understanding with [COUNTERPARTY] about the Firm’s representation of [COUNTERPARTY] and its newly-formed, wholly-owned subsidiary, [COMPANY] (collectively, the “Company”) in connection with the Transaction.

Nature of Services.

The services to be rendered by the Firm include the legal structuring of the Transaction; conducting a reasonable amount of legal due diligence on the target entity and applicable individual owners thereof; drafting and negotiating Transactional agreements and documents, including related agreements; and providing advice and consultation on any tax, real estate, intellectual property, environmental, employment, and employee benefits issues.

We understand that you have retained separate [STATE] counsel to advise you on [STATE] environmental and real estate matters. We look forward to working productively and efficiently with those other counsel.

Fees.

The parties expect to close the Transaction by [DATE].Given that expected timeframe, the Firm’s target fee shall be [AMOUNT] and, commencing [DATE] for each additional seven (7) day period completed thereafter, [AMOUNT] per such weekly period (collectively, the “Target”); provided, however, the Target will not increase for those weekly periods for which [COUNTERPARTY] has directed the Firm to cease work.