[Company Name] [Company Address] Attention: [Name] [Title] Gentlemen: We are pleased to set forth the terms of the retention of Milbank Roy Securities, LLC ("MILBANK ROY") by [Company Name] (collectively with its affiliates, the "Company"). 1. MILBANK ROY will assist the Company as its exclusive financial advisor and agent in connection with [specify scope of assignment]. In connection with MILBANK ROY' activities on the Company's behalf, MILBANK ROY will familiarize itself with the business, operations, properties, financial condition and prospects of the Company. In connection with our role as your financial advisor, we would expect our services to include [specify details of assignment] and such other investment banking services as may be mutually agreed upon by MILBANK ROY and the Company. 2. In connection with MILBANK ROY' activities on the Company's behalf, the Company will cooperate with MILBANK ROY and will furnish MILBANK ROY with all information and data concerning the Company [and other parties as appropriate] (the "Information") which MILBANK ROY deems appropriate and will provide MILBANK ROY with access to the Company's officers, directors, employees, independent accountants and legal counsel. The Company represents and warrants that all Information made available to MILBANK ROY by the Company will, at all times during the period of the engagement of MILBANK ROY hereunder, be complete and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances under which such statements are made. The Company further represents and warrants that any projections provided by it to MILBANK ROY will have been prepared in good faith and will be based upon assumptions which, in light of the circumstances under which they are made, are reasonable. The Company acknowledges and agrees that, in rendering its services hereunder, MILBANK ROY will be using and relying on the Information without independent verification thereof by MILBANK ROY or independent appraisal by MILBANK ROY of any of the Company's assets. MILBANK ROY does not assume responsibility for the accuracy or completeness of the


payable for the remainder of the term of this Agreement (but in no event for no fewer than months). Either party hereto may terminate this Agreement at any time upon written notice. the following compensation: (a) Upon execution of this Agreement. 6. for all out-of pocket expenses incurred by MILBANK ROY (including fees and disbursements of counsel. In addition to the fees described in paragraph 3 above. the Company determines to retain an investment bank or other similar agent in connection with any investment banking services for the Company. Any advice rendered by MILBANK ROY pursuant to this Agreement may not be disclosed publicly without our prior written consent. upon request from time to time. (ii) any compensation to be earned by MILBANK ROY after termination pursuant to paragraph 4 hereof. in each case on the first business day of each month. the Company shall pay to MILBANK ROY an initial cash fee in the amount of $XXX. 4. all of which shall remain operative and in full force and effect. the Company agrees to promptly reimburse MILBANK ROY. inclusive. except as set forth in the following sentence. (b) Commencing on . the Company shall offer to retain MILBANK ROY as its exclusive investment bank or agent for such services on customary and mutually acceptable terms and conditions. and of other consultants and advisors retained by MILBANK ROY) in connection with the matters contemplated by this Agreement. and the Company agrees to pay MILBANK ROY. 7. The Company agrees to indemnify MILBANK ROY in accordance with the indemnification provisions (the "Indemnification Provisions") attached to this Agreement. In consideration of our services pursuant to this Agreement. If. Neither termination of this Agreement nor completion of the assignment contemplated hereby shall affect: (i) any compensation earned by MILBANK ROY up to the date of termination or completion. 5. (iii) the reimbursement of expenses incurred by MILBANK ROY up to the date of termination or completion. at any time prior to two years after the date hereof. MILBANK ROY shall be entitled to receive. (iv) the provisions of paragraphs 3-9. as the case may be.XXX.{Company Name} {Date} Page 2 Information or any other information regarding the Company [or any other party as appropriate]. 2085B/2 . the Company shall pay to MILBANK ROY a monthly cash fee of $XXX. 3. without liability or continuing obligation. of this Agreement and (v) the attached Indemnification Provisions which are incorporated herein.XXX. as the case may be. which Indemnification Provisions are incorporated herein and made a part hereof.

counsel for the Company] as agent upon whom process against the Company may be served. For the convenience of the parties hereto. any immunity from jurisdiction of any such court or from any legal process therein. action or proceeding is brought in an inconvenient forum. (b) the Company is immune from any legal process (whether through service or notice. 2085B/3 . such immunity. action or proceeding may be heard and determined in any such court and (ii) to the extent that the Company has acquired. or any of the agreements or transactions contemplated hereby. attachment prior to judgment. to the fullest extent permitted by applicable law. The benefits of this Agreement shall inure to the respective successors and assigns of the parties hereto and of the indemnified parties hereunder and their successors and assigns and representatives. and the obligations and liabilities assumed in this Agreement by the parties hereto shall be binding upon their respective successors and assigns. which is brought by or against the Company and (i) hereby irrevocably agrees that all claims in respect of any such suit. action or proceeding. but all such counterparts taken together shall constitute one and the same Agreement. any claim that (a) the Company is not personally subject to the jurisdiction of any such court. [For foreign clients: The Company irrevocably submits to the jurisdiction of any court of the State of New York or the United States District Court for the Southern District of the State of New York for the purpose of any suit. This Agreement may not be modified or amended except in writing signed by the parties hereto.] 9. action or other proceeding arising out of this Agreement. or hereafter may acquire. The Company hereby waives. The Company hereby irrevocably designates [Name and address of U.S. the Company hereby waives. 10. and agrees not to assert in any such suit.{Company Name} {Date} Page 3 8. an original instrument. execution or otherwise) with respect to the Company's property or (c) any such suit. Each such counterpart shall be. The validity and interpretation of this Agreement shall be governed by the law of the State of New York applicable to agreements made and to be fully performed therein. and shall be deemed to be. in each case. attachment in aid of execution. to the fullest extent permitted by law. any number of counterparts of this Agreement may be executed by the parties hereto.

LLC By: Managing Director Confirmed and Agreed to: this day of [Date] [Company Name] By: Name: Title: 2085B/4 . please sign the enclosed copy of this letter in the space provided and return it to us. MILBANK ROY SECURITIES. Very truly yours.{Company Name} {Date} Page 4 If the foregoing correctly sets forth our Agreement.

judgment. as and when incurred. arising out of. MILBANK ROY & CO. damages. without limitation. expenses and disbursements. award. agents and controlling persons (within the meaning of the federal securities laws). expense or disbursement to the extent it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of MILBANK ROY. proceedings and investigations in respect thereof and any and all legal and other costs. as it may be amended from time to time (the "Agreement"). relating to. provided. All references to MILBANK ROY in these Indemnification Provisions shall be understood to include any and all of the foregoing. based upon. claims. expenses and disbursements (and any and all actions. obligation. These Indemnification Provisions shall be in addition to any liability which the Company may otherwise have to MILBANK ROY or the persons indemnified below in this sentence and shall extend to the following: The MILBANK ROY SECURITIES. penalties. directors. cost. without limitation. liability.. legal counsel. officers. except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from MILBANK ROY' gross negligence or willful misconduct. suits. preparing or defending any such action. penalty. suits. claim. however. including. proceeding or investigation (whether or not in connection with litigation in which MILBANK ROY is a party). LLC. including.{Company Name} {Date} Page 5 INDEMNIFICATION PROVISIONS The Company (as such term is defined in the Agreement (as such term is defined below) agrees to indemnify and hold harmless MILBANK ROY against any and all losses. such indemnity agreement shall not apply to any portion of any such loss. or in connection with MILBANK ROY' acting for the Company. of investigating. damage. between MILBANK ROY and [Name of Company]. directly or indirectly. LLC. employees. caused by. expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise). in contract or tort or otherwise) to the Company or to any person (including. costs. awards. judgments. the costs. their respective affiliated entities. 2085B/5 . obligations. liabilities. The Company also agrees that MILBANK ROY shall not have any liability (whether direct or indirect. any act or omission by MILBANK ROY in connection with its acceptance of or the performance or non-performance of its obligations under the letter agreement dated [Date]. without limitation. Company shareholders) claiming through the Company for or in connection with the engagement of MILBANK ROY.

if a claim for indemnification pursuant to these Indemnification Provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case. costs. MILBANK ROY shall not be obligated to contribute any amount hereunder that exceeds the amount of fees previously received by MILBANK ROY pursuant to the Agreement. even though the express provisions hereof provide for indemnification in such case. and also the relative fault of the Company on the one hand and MILBANK ROY on the other hand. that any failure by MILBANK ROY to notify the Company shall not relieve the Company from its obligations hereunder. then the Company. on the one hand. acts or omissions which resulted in such losses. it shall notify the Company with reasonable promptness. on the other hand. judgments. penalties. MILBANK ROY shall have the right to retain counsel of its own choice to represent it. provided. damages. Notwithstanding the foregoing. The Company shall not. settle or compromise any claim. liabilities. and the Company shall pay the fees. The Company shall be liable for any settlement of any claim against MILBANK ROY made with the Company's written consent. in connection with the statements. without the prior written consent of MILBANK ROY. 2085B/6 . proceeding or investigation is commenced. on the one hand. which consent shall not be unreasonably withheld. compromise or consent includes. judgments.{Company Name} {Date} Page 6 If any action. and MILBANK ROY. damages. as to which MILBANK ROY proposes to demand indemnification. or permit a default or consent to the entry of any judgment in respect thereof. penalties. to the extent consistent with its professional responsibilities. expenses and disbursements to which the indemnified persons may be subject in accordance with the relative benefits received by the Company. the giving by the claimant to MILBANK ROY of an unconditional release from all liability in respect of such claim. shall contribute to the losses. suit. In order to provide for just and equitable contribution. and MILBANK ROY. costs. cooperate with the Company and any counsel designated by the Company. liabilities. unless such settlement. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for such fraudulent misrepresentation. awards. obligations. claims. expenses or disbursements and the relevant equitable considerations shall also be considered. Neither termination nor completion of the engagement of MILBANK ROY referred to above shall affect these Indemnification Provisions which shall then remain operative and in full force and effect. on the other hand. awards. as an unconditional term thereof. however. claims. and such counsel shall. expenses and disbursements of such counsel. obligations.

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