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 9 of 12 FCI CONSULTING,INC. STANDARD TERMS AND COnITIONS The following are the Standard Terms and Conditions on which we will provide the Services to you set forth within the attached letter of engagement with Rhino Resource Partners LP dated March 17,2020. The Engagement letter and the Standard Terms and Conditions (collectively the"Engagement Contract')form the entire agreement between us relating to the Services and replace and supersede any previous proposals,letters of engagement,undertakings,agreements,understandings,correspondence and other communications,whether written or oral,regarding the Services. The headings and titles in the Engagement Contract are included to make it easier to read but do not form part of the Engagement Contract. 1. Reports and Advice 1.1 Use and purpose of advice and reports—Any advice given or report issued by us is provided solely for your use and benefit and only in connection with the purpose in respect of which the Services are provided.'Unless required by law,you shall not provide any advice given or report issued by us to any third party,or refer to us or the Services,without our prior written consent,which shall be conditioned on the execution of a third party release letter in the form provided by FTI and attached hereto as Schedule A.In no event,regardless of whether consent has been provided,shall we assume any responsibility to any third party to which any advice or report is disclosed or otherwise made available. 2. Information and Assistance 2.1 Provision of information and assistance—Our performance of the Services is dependent upon your providing us with such information and assistance as we may reasonably require from time to time. 2.2 Punctual and accurate information—You shall use reasonable skill,care and attention to ensure that all information we may reasonably require is provided on a timely basis and is accurate and complete and relevant for the purpose for which it is required. You shall also notify us if you subsequently learn that the information provided is incorrect or inaccurate or otherwise should not be relied upon. 2.3 No assurance on financial data—While our work may include an analysis of financial and accounting data,the Services will not include an audit,compilation or review of any kind of any financial statements or components thereof. Company management will be responsible for any and all financial information they provide to us during the course of this Engagement,and we will not examine or compile or verify any such financial information. Moreover,the circumstances of the Engagement may cause our advice to be limited in certain respects based upon,among other matters,the extent of sufficient and available data and the opportunity for supporting investigations in the time period. Accordingly,as part of this Engagement,we will not express any opinion or other form of assurance on financial statements of the Company. 2.4 Prospective financial information-In the event the Services involve prospective financial information,our work will not constitute an examination or compilation,or apply agreed-upon procedures,in accordance with standards established by the American Institute of Certified Public Accountants or otherwise,and we will express no assurance of any kind on such information. There will usually be differences between estimated and actual results,because events and circumstances frequently do not occur as expected,and those differences may be material. We will take no responsibility for the achievability of results or events projected or anticipated by the management of the Company.