2020-08-04_GENERAL DOCUMENTS - C2010088 (4)

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Case 1:20-bk-12043 Doc 122-2 Filed 07/29/20 Entered 07/29/20 15:35:30 Desc Exhibit B - Engagement Agreement Page 5 of 12 Rhino Resource Partners LP March 17,2020 Cash on Account Initially,the Company will forward to us the amount of$75,000,which funds will be held"on account"to be applied to our professional fees,charges and disbursements for the Engagement (the"Initial Cash on Account"). To the extent that this amount exceeds our fees,charges and disbursements upon the completion of the Engagement,we will refund any unused portion. The Company agrees to increase or supplement the Initial Cash on Account from time to time during the course of the Engagement in such amounts as the Company and we mutually shall agree are reasonably necessary to increase the Initial Cash on Account to a level that will be sufficient to fund Engagement fees,charges,and disbursements to be incurred. We will send the Company periodic invoices(not less frequently than monthly)for services rendered and charges and disbursements incurred on the basis discussed above,and in certain circumstances,an invoice may be for estimated fees,charges and disbursements through a date certain. Each invoice constitutes a request for an interim payment against the fee to be determined at the conclusion of our Services. Upon transmittal of the invoice,we may immediately draw upon the Initial Cash on Account(as replenished from time to time)in the amount of the invoice. The Company agrees upon submission of each such invoice to promptly wire the invoice amount to us as replenishment of the Initial Cash on Account (together with any supplemental amount to which we and the Company mutually agree), without prejudice to the Company's right to advise us of any differences it may have with respect to such invoice. We have the right to apply to any outstanding invoice(including amounts billed prior to the date hereof), up to the remaining balance,if any,of the Initial Cash on Account(as may be supplemented from time to time)at any time subject to(and without prejudice to)the Company's opportunity to review our statements. The Company agrees to promptly notify FTI if the Company or any of its subsidiaries or affiliates extends (or solicits the possible interest in receiving) an offer of employment to a principal or employee of FTI involved in this Engagement and agrees that FTI has earned and is entitled to a cash fee, upon hiring, equal to 150% of the aggregate first year's annualized compensation, including any guaranteed or target bonus and equity award,to be paid to FTI's former principal or employee that the Company or any of it subsidiaries or affiliates hires at any time up to one year subsequent to the date of the final invoice rendered by FTI with respect to this Engagement. In a case under the Bankruptcy Code,fees and expenses may not be paid without the express prior approval of the bankruptcy court. In most cases of this size and complexity, on request of a party in interest,the bankruptcy court permits the payment of interim fees during the case. The Company agrees that,if asked to do so by us,the Company will request the bankruptcy court to establish a procedure for the payment of interim fees during the case that would permit payment of interim fees. If the bankruptcy court approves such a procedure,we will submit invoices on account against our final fee. These interim invoices will be based on such percentage as the bankruptcy court allows of our internal time charges and costs and expenses for the work performed during the relevant period and will constitute a request for an interim payment against the reasonable fee to be determined at the conclusion of our representation. In preparation for the filing of any cases under the Bankruptcy Code,we also may require an additional on account payment to supplement the Initial Cash on Account to cover fees, charges and disbursements to be incurred during the initial phase of the chapter 11 cases(the "Additional Cash on Account"). We will hold the Additional Cash on Account,as we have -4-