Engagement Letter Terms and Conditions

General Terms and Conditions of Lerch, Early & Brewer, Chtd.

Rules of Professional Conduct

The legal profession is governed by Rules of Professional Conduct. Pursuant to those Rules, we are required to maintain in confidence all information relating to our representation of you, subject to certain limited exceptions. Our professional obligations to you and the legal privilege given to attorney-client communications exist to encourage candid and complete communication between a client and the client’s attorneys. Consequently, our attorney-client relationship with you should be based on mutual confidence, trust and full and honest communication.

Attorney-Client Privilege

In order to honor the confidentiality of attorney-client communications, it has long been recognized that those communications are the subject of an evidentiary privilege. In short, that privilege permits the client to prevent the disclosure of the substance of those communications. That privilege may be lost, however, if the client discloses to a third party – or permits others to disclose to a third party – communications between the client and the attorney. For example, telling a friend what you discussed with your lawyer, showing someone else a letter that you sent or received from your lawyer, or copying a third person on an e-mail that you send to your lawyer may result in a loss of the privilege on every communication that touches on the subject matter of the disclosed communication. Thus, you should not make or allow any such disclosure without first asking your lawyer if the disclosure might waive the privilege. You should also be aware that correspondence with us through your workplace email may not be subject to privacy protections and may jeopardize the attorney-client privilege.

Correspondence

From time to time we will communicate with you by written correspondence, including email, telephone conferences or office conferences. Unless otherwise indicated, our correspondence to you will not constitute complete legal opinions regarding your Matter. Usually, the correspondence will concern certain aspects of your Matter or will transmit materials for review, comment or discussion. In addition to written correspondence, we will usually send you copies of major documents that are generated or received regarding your Matter. You should retain these documents for possible future use.

Nature of Services

In the course of providing legal services, we may, when requested, make certain recommendations or suggestions to help you attain your purposes and goals or clarify certain issues or alternatives. However, we are providing services of a legal nature, and you agree that you will not rely on us for business, investment, technical or accounting decisions and determinations, or expect us to investigate the character or credit of persons or entities with whom you may be dealing, unless otherwise specified in this Agreement.

Entities as Clients

Unless otherwise agreed in writing, in instances when we represent a corporation, limited liability company, partnership or other entity (an “Entity”), our client relationship is with the Entity and not with its individual executives, shareholders, members,directors, managers, partners, or persons in similar positions, or with its parent, subsidiaries, or other affiliates. In those cases, our professional responsibilities are owed only to the Entity alone, and no conflict of interest will be asserted by you because we represent persons with respect to interests that are adverse to individual persons or businesses who have a relationship with the Entity. Consequently, the Firm’s attorney-client relationship with the Entity does not necessarily give rise to an attorney-client relationship with the parent, subsidiaries or other affiliates of the Entity, and representation of the Entity in the matters for which the Entity has sought our assistance will not give rise to any conflict of interest in the event other clients of the Firm are adverse to the parent, subsidiaries or other affiliates of the Entity. We can also represent individual executives, shareholders, directors, members, managers, partners, and other persons related to the Entity in matters that do not conflict with the interests of the Entity, but any such representation will be the subject of a separate engagement. Similarly, when we represent a party on an insured claim, we represent the insured, not the insurer, even though we may be approved, selected, or paid by the insurer.

In instances where we have been asked to form new entities on behalf of multiple members, partners or stockholders, we cannot advocate the interests of one or more parties over those of others we also represent. If disagreements arise among the parties, then we can provide possible alternatives for them to consider, and we will urge the parties to consider consulting separate counsel. Further, when representing multiple parties, we cannot keep secret from one what the other(s) may tell us. In other words, one such party’s communications with us are not privileged as among the represented parties, although they are privileged with regard to others. If one of the represented parties desires complete privacy, that party should consult independent counsel.

Fees

The Firm charges for professional time involved in all Matters. This includes, without limitation, time expended in conducting needed investigation and research, reviewing and drafting correspondence and documents, supervising other employees, conferring personally or by telephone, electronic mail or otherwise, consulting with other attorneys of the Firm, travel, waiting in court or during other proceedings, and all other time required to handle your Matter. Time is kept in increments of one tenth of an hour. In the event you wish to dispute any Fees charged by the Firm, you must notify us within 30 days of the applicable invoice date, otherwise all disputes regarding said Fees shall be deemed waived.

Costs

All costs are in addition to legal fees. Bills include costs incurred on your behalf. Costs incurred ordinarily include duplicating and printing expenses, telephone charges, automobile mileage, travel expenses, legal research fees, messenger service, court filing fees, witness fees, the fees of mediators and arbitrators, staff overtime, and similar out-of-pocket expenses. Major expenses such as deposition costs and expert witness fees may be required, but will not be incurred without your prior approval. You agree to pay costs directly to others upon request of the Firm.

Payment Terms

Bills will be rendered monthly. All fees and costs are due and payable upon receipt. It is expressly agreed that any amount unpaid after thirty (30) days will bear interest at the rate of one percent (1%) per month from the billing date, which is the equivalent of twelve percent (12%) per annum.

Court Approval of Fees

In some cases, it may be necessary or desirable to submit our bill to a Court for approval and you will be billed for the time spent in preparing the documents and for any court hearing. Unless otherwise prohibited by law, you agree to be responsible for the entire legal fee for such services rendered to you by the Firm, whether or not the entire fee is approved or awarded by the Court.

Termination; Attorney Liens

You may terminate the Firm’s representation, with or without cause, upon payment in full of any outstanding balance due the Firm. The Firm may terminate representation of you for failure to pay any invoice and under other circumstances authorized under the Rules of Professional Conduct, upon reasonable advance written notice. You hereby grant to the Firm a lien on all monies, records and documents held by the Firm, and you further acknowledge that the Firm has a lien on all causes of action and proceedings from the time the causes of action arise or the proceedings begin, and on all settlements, judgments, and awards that you receive as a result of legal services that the Firm provides, as security for payment of compensation due the Firm and such disbursements as may be advanced by the Firm in connection with all of your affairs in which we represent you. In the event you terminate the Firm’s representation, upon payment in full of any outstanding balance due the Firm and upon your written request, the Firm will forward all papers and property to which you are entitled and which the Firm is obligated to deliver, and you agree to pay to the Firm, in advance, its regular rate for reviewing the file(s), copying and forwarding papers to and assisting your new attorney, and for any other requested services. If legal action is instituted to collect any monies due pursuant to this Agreement, you hereby expressly agree to pay for reasonable time incurred by members of the Firm at their standard rates and outside attorneys retained by the Firm at their standard rates, plus all costs. In situations where the Firm is representing multiple Clients in the same Matter, you agree that each of said Clients shall be jointly and severally liable for all debts owed to the Firm arising from the Firm’s representation of you.

Retention of Records

It is agreed that upon conclusion of any Matter, the case file will be closed and you agree the case file may be destroyed by the Firm after five (5) years unless you instruct the Firm in writing as to any other desired disposition of the file and pay the Firm for any costs associated therewith.

Survival

These Terms and Conditions shall survive the termination of this Agreement for any reason by either party hereto.

Definitions

All capitalized terms used in these General Terms and Conditions shall have the meanings set forth in the Engagement Agreement between Lerch, Early & Brewer, Chtd. and you.

Joint Representations

In cases where we are representing more than one party in the same matter, by jointly representing you, you each agree and confirm that (a) you are aware of the considerations and risks involved with our joint representation, (b) you had the opportunity to consult with independent counsel regarding any concerns about such joint representation, (c) you have disclosed all known or potential conflicts and (d) you consent to the arrangement. Although your interests may be the same at the onset of this matter, it is not uncommon for circumstances to change and cause a divergence of interests. Though we do not currently anticipate any reasons for this to occur, some or all of you may be required to obtain new counsel in the event that a conflict does arise, depending on the nature of the conflict. In the event that you have conflicting or potentially conflicting interests with each other in the course of this engagement, we ask you to resolve your differences among yourselves, without our assistance. If you cannot resolve your differences, we will be unable to represent any one of you as to that issue or, if the differences are serious enough, our ethical obligations may require us to withdraw from the matter completely.

Conflicts

From time to time the Firm may represent other clients with interests that are adverse to yours, but we will not undertake any representation that creates a conflict of interest that is prohibited under applicable Rules of Professional Conduct. However, in situations where a conflict arises that may be waived under the applicable Rules, we may ask you and the other affected party(ies) to waive the conflict, in circumstances where we believe we will be able to provide competent and diligent representation to each affected client, the representation is not prohibited by applicable law, the representation does not involve the assertion of a claim by one client against another client represented by the Firm in the same litigation or other proceeding before a tribunal; and each affected client gives informed consent, confirmed in writing.

Post-Closing, Post-Lease Execution/Future Dates

Please be advised that the responsibility for tracking any post-closing or post-lease execution rights and obligations of the Client or any other party to the transaction, including, without limitation, the timeframe for the exercise of lease renewal or purchase options, the release of funds escrowed at closing, or the obligation to deliver subordination and non-disturbance agreements, rests solely with the client, and the Firm assumes no responsibility whatsoever to track any such rights or obligations or the dates associated therewith, or to notify the client of the same after closing has occurred, or the lease has been executed.

No Liability for Third Party Prepared Documents

The Firm makes no representations or warranties of any kind regarding the accuracy or thoroughness of any reports or other documents provided by third parties to the transaction, such as a title company, a surveyor or an environmental consultant. The Firm shall be entitled to rely on the information contained in such reports or documents and shall have no independent obligation to verify any of such information.