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Micro Chip Computer Corporation

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Submitted By Lalieb23
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March 14, 2016

Mrs. Susan A. Smith
5619 Bordley
Houston, Texas 77056

Mrs. Amy A. Strunk
32230 Mayer Road
Waller, Texas 77484

RSM US LLP constantly strives to pursue client advocacy with professional integrity. As advocates for our clients, we have a responsibility to diligently seek to advance our clients’ positions, as long as those positions and our efforts are consistent with standards set by law and other applicable professional standards. Part of our responsibility to you is to fully disclose any situation that may affect our ability to adequately represent you.

We have been engaged by Mrs. Susan A. Smith to review, advise and consult on the various tax aspects of different reorganization options regarding her ownership in KSA Industries, Inc. and its underlying investments including its investment in the Tennessee Titans. It is possible that our advice could be more or less beneficial from a tax perspective to one shareholder vs another shareholder.

After carefully considering all the facts and circumstances, we believe that our firm can continue to represent all the affected parties in accordance with our professional responsibilities and the terms of our arrangement letter(s). We wish to make you aware of certain considerations relating to this representation and rules governing tax practitioners require that we obtain a signed waiver of any potential conflict of interest that may arise as a result of our representation described above. Please carefully consider the following implications of our representation:

* Any information obtained during joint representation of parties is not confidential as to the other jointly represented parties. Any such information may be used in providing advice to any or all of the jointly represented parties.

* Because of an actual or perceived potential for conflict, we cannot advise you whether to execute this waiver letter. You should feel free to seek independent advice in determining whether to execute this waiver letter.

* If you execute this waiver letter, you will waive the potential conflict of interest described above and any actual conflict of interest that arises in the future from the same representation.

* If we at any time determine that a perceived or actual conflict of interest prevents us from continuing to represent your interests consistent with our professional obligations, we will notify you of this determination so that you can obtain substitute representation. We reserve the right to terminate our representation at any time and to continue representation of other parties in a manner consistent with our professional standards after joint representation has ended.

* You may at any time retain another tax professional to represent you if you conclude that your interests would be better served by obtaining substitute representation. We will cooperate with any substitute representative consistent with applicable professional standards.

* If you for any reason retain substitute representation, you will still be obligated to compensate us for any services rendered prior to the retention of substitute representation and for any time and expenses incurred by us in cooperating with any substitute tax professional.

If after consideration of the potential conflict of interest and the other matters discussed above you still wish to have us provide you with tax advisory services, please sign below and return this letter to us.

Of course, please feel free to call me with any questions.

Sincerely,

Jeffery A. Hill
Partner

After considering the potential conflict of interest and other matters described above, the undersigned desire to have RSM US LLP provide tax advisory services in connection with the representation described above.

____________________________________ ____________________ Mrs. Susan A. Smith Date

____________________________________ ____________________ Mrs. Amy A. Strunk Date

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