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Case 1:20-bk-12043 Doc 107-3 Filed 07/27/20 Entered 07/27/20 15:07:21 Desc <br /> Exhibit C - Engagement Letter Page 5 of 9 <br /> Section 10. Governing Law; Forum. This Agreement shall be construed, interpreted, governed and applied <br /> in all respects in accordance with the internal laws of the State of New York, without giving effect to principles of <br /> conflicts of laws. With respect to any controversy, claim or dispute relating to this Agreement, the parties hereby <br /> consent to the jurisdiction of any State or Federal Court located within the Fayette County, Commonwealth of <br /> Kentucky. The parties further acknowledge that they waive any right they have or may have to a trial by jury with <br /> regard to any controversy,claim or dispute relating to this Agreement.If any litigation or arbitration shall ensue among <br /> the parties in connection with this Agreement or arising out of the CRO's or Cambio's engagement hereunder, the <br /> prevailing party shall be entitled to recover from the non-prevailing party or parties its reasonable attorneys' fees and <br /> other costs and expenses in connection therewith. <br /> Section 11.Notices. Notices under this Agreement shall be provided by (a) email, (b)hand delivery, or(c) <br /> overnight delivery as follows: <br /> If to the Company: Rhino Resource Partners LP <br /> 424 Lewis Hargett Circle, Suite 250 <br /> Lexington,KY 40503 <br /> Attention: Richard A. Boone, Chief Executive Officer <br /> Email: rboonerurhinolp.com <br /> If to the CRO or Cambio: Cambio Group LLC <br /> 407 Campbell Road <br /> Wilmington,DE 19807 <br /> Attention: Thomas L. Fairfield, Chief Executive Officer <br /> Email:thomasfairfieldkcomast.net <br /> Section 12. Counterparts. This Agreement may be executed in one or more counterparts (including by <br /> facsimile), each of which shall constitute an original and all of which, when taken together, shall constitute one and <br /> the same instrument. <br />