July __, [YEAR]

Via E-mail: ([EMAIL])

[INDIVIDUAL]

[COMPANY]

[ADDRESS]

[LOCATION], [STATE] [ZIP]

Re: Representation of [COMPANY] – [PROJECT]

Dear [INDIVIDUAL]:

We appreciate [COMPANY] (“Client”) selecting [FIRM] (“[LAW FIRM]”) as your legal counsel with representing it in connection with [PROJECT], specifically related to the Client’s proposed transaction with [COMPANY](as further described below in paragraphs numbered one and three, the “Matter”). This letter, along with the attached [FIRM] Standard Engagement Terms (dated [DATE])(the “Standard Terms”), state the terms of our engagement (collectively, this letter and the Standard Terms are the “Engagement Agreement”), unless we mutually agree on different terms and confirm them in writing. Please review this letter and the attached Standard Terms and contact me if you have any questions about the Engagement Agreement.

Nature and Scope of Services. In the Matter, [FIRM] will initially represent Client in connection with due diligence work in the United States and the United Kingdom, plus coordinating and overseeing due diligence for work outside those jurisdictions, as well as such other work described in paragraph numbered three below. Unless the previous paragraph or paragraph numbered three limits the scope of our engagement, [FIRM] will perform all services reasonably associated with our work on the Matter. If Client asks us to expand the scope of our work, and [LAW FIRM] agrees in writing to the expanded scope of work, the terms set out in the Engagement Agreement will apply to our work.

Conflicts of Interest. We did not identify at this time any conflicts of interest that would prevent [FIRM] from representing Client in the Matter; however, as the Matter progresses and if different parties, we will revisit our conflicts analysis and ask that you keep us apprised on any new parties to the Matter.

Three sections of the Standard Engagement Terms, as follows: (1) Consent to Representing Adverse Parties in Unrelated Matters; (2) Consent to Representing Other Clients Adverse to Client; and (3) Competing Client Interests, all confirm your prospective consent to certain future conflicts of interest. These provisions require no additional notice to you in the event we choose to rely on such prospective consent.

Fees for Our Services. Subject to the estimated fee and discounted rate structures displayed and discussed in this paragraph numbered three, our fees are based on current standard hourly billing rates, which we usually adjust annually as of January 1, of the lawyers and other timekeepers who work on the Matter. These rates vary depending on our lawyers’ experience and expertise. The current rates and applicable discounted rates for the people who may likely work on the Matter and their respective roles are, as follows: