Engage the firm.

Engagement Letter Agreement

Dear Client,

This engagement letter agreement (the “Agreement”) sets out the terms of the engagement of you (the “Client”) of Prencipe International (the “Firm”) as your legal counsel in connection with the provision of services as set out herein and is effective as of the date the attorney first provided services (the “Effective Date”). Accordingly, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, agree as follows:

1. Engagement. Client hereby engages the Firm on the terms and conditions recited in the Agreement to act as its attorney in relation to the matters described below.

2. Scope of Engagement. We intend to agree separately with you the scope of the services to be provided by us in relation to any matter and our fees and expenses for providing those services. Notwithstanding the foregoing, the scope and nature of our engagement comprises representation of you in relation to the legal matter discussed with the firm. The Firm will also perform the tasks reasonably related or ancillary to the foregoing tasks as it determines to perform in its sole discretion. The Firm will take reasonable steps to keep Client informed of progress and developments in this matter and to respond to Client's inquiries. The scope of services defined herein can be enlarged, restricted, or otherwise modified only by a confirmed and clear mutual agreement set forth in writing and signed by both Client and Attorney.

3. Billing Practices. The Firm shall submit to the Client each month a monthly billing statement. The billing statement shall set out each activity performed by the Firm in 6-minute increments (.1 intervals within each hour). Client will pay the amount billed and pay the sums due within 5 days of receipt of the billing statement each month. The Firm reserves the right, in our sole discretion and subject to applicable court rules, to suspend work, terminate this engagement, or withdraw any appearance as counsel of record in the event of any failure to pay in accordance with these terms. Any such suspension, termination, or withdrawal will not relieve you from the obligation to pay any outstanding invoices and our final invoice for fees and disbursements incurred up to and as of the effective date of termination. Client may request an up-to-date billing statement on demand, and Attorney shall promptly provide it.

4. Fees. Client agrees to pay by the hour for work performed under the Agreement at the following hourly rates: partners, $500 to $600 per hour; associates and paralegals, $250 per hour. The firm adjusts its fees from time to time and the adjustments apply to all Clients equally. Client shall pay an upfront retainer fee in the amount, if any, discussed with the firm. The upfront fee is non-refundable and is earned upon intaking and initiating your transaction.

5. Costs and Other Charges. Client shall also pay for all charges, fees, expenses, and costs incurred by the Firm necessary to perform the services hereunder (e.g. photocopying and other reproduction costs, document costs, filing fees, travel costs, meals and hotel costs, court reporter fees, notary fees, jury fees, deposition costs, telephone charges, messenger and other delivery fees, postage, consultants' fees, online service charges, expert witness fees, and mediation/arbitration fees, etc.). Fixed costs will be incurred for some legal documents. Such costs shall be set out in the billing statement.

6. Cooperation. You agree that you will be truthful with us and cooperate with us in this matter and keep us informed of any information that comes to your attention that is material to the engagement. We may rely on your disclosures without independent verification.

7. Discharge and Withdrawal. Client may discharge the Firm at any time. The Firm may withdraw with Client's consent or for good cause. Good cause includes but is not limited to Client's breach of the Agreement, refusal to cooperate or to follow the Firm's advice, or any fact or circumstance that would render the Firm's continuing representation unlawful or unethical. When the Firm's services are concluded, all unpaid charges will immediately become due and payable. After services are concluded, the Firm will upon Client's request deliver to whatever address Client indicates Client's file and property in the Firm's possession. Unless terminated earlier, this representation and the attorney-client relationship will terminate automatically upon completion of the substantive legal services set out herein or otherwise agreed to in writing.

8. Standard of Care. The standard of care and skill required to be exercised will be that required by the laws and regulations which apply in the jurisdiction in which the persons performing the services are based. Any advice we provide is given for your benefit only and solely for the purposes of the matter to which it relates. Nothing in the Agreement and nothing in the Firm's statements to Client will be construed as a promise or guarantee about the outcome of the matter. The Firm's comments about the outcome of the matter are expressions of opinion only. Any estimate of fees given by the Firm shall not be a guarantee; actual fees may vary from estimates given.

9. Service Level Agreement. The Firm does not provide, except where it otherwise agrees in exigent circumstances, immediate same-hour or same-day legal services, and provides services in accordance with the schedule as it agrees from time to time. Where your expectation is that your services be complete by a certain date, you must explicitly state so and obtain the agreement of the attorney working on your matter; otherwise, your services will be performed as-scheduled. Due to its caseload, the Firm's typical response time to emails is 3-5 business days, except as otherwise agreed as necessary for your case.

10. Compliance with Laws. You accept that we may take whatever steps we consider appropriate to comply with all applicable laws and regulations in providing services to you, even if to do so would be inconsistent with the Agreement or with any duties we owe to you.

11. Waiver of Future Conflicts and Disclosure; Insurance Not Mandated. The Firm represents many clients on a variety of legal matters. During the period of this engagement we will not be precluded from representing clients in matters adverse to you, so long as (1) such adverse matter is not substantially related to our work for you, and (2) we do not possess confidential information from our representation of you that is in the adverse representation. You acknowledge that before agreeing to this waiver you have had the opportunity, if you chose, to discuss it with independent counsel. The Firm is not mandated under the law of California to maintain legal malpractice insurance, and it does not carry such insurance, which disclosure shall constitute satisfaction of Rule 3-410.

12. File Retention. It is our current policy to retain files relating to an engagement for five (5) years following the conclusion of the engagement, in either hard copy or electronic format. If, at the end of five (5) years, you have not requested the return of those files, you are giving us permission to destroy those files without further notice to you.

13. Marketing. In its marketing materials, the Firm may, after you acquire a business or engage the Firm on another matter, in its publicly disclosed marketing materials, refer to the name of the business you acquire or the transaction, the purchase price or total value of the transaction, the industry, the date of the close, and your name, and you hereby consent to such public disclosure.

14. Effective Date. The Effective Date of this representation shall be the date the Agreement is signed by both parties. No attorney-client relationship shall exist prior to such event. Conflict check and other checks for all compliance with the law shall be completed prior to such date.

15. Arbitration of Fee Disputes. In the event a disagreement over our billings for fees or costs arises that cannot be resolved by candid discussion, you have the right to timely request non-binding arbitration pursuant to the Mandatory Fee Arbitration Act (Cal. Bus. & Prof. Code § 6200, et seq.), administered through the Los Angeles County Bar Association.

16. Collections. Client agrees that any amounts not timely paid may, at the Firm's option, accrue interest at the maximum rate permitted by applicable law from the date due until paid; the Firm shall be entitled to bill, at its then-applicable standard hourly rates, for all time reasonably incurred in connection with billing, follow-up, and collection efforts; and Client further agrees to reimburse the Firm for all costs and expenses of collection, including reasonable attorneys' fees incurred in enforcing this Agreement or recovering any unpaid amounts. These provisions shall survive termination of the engagement to the fullest extent permitted by law.

17. Client Acceptance of Terms of Engagement. Your acceptance below will confirm that the Agreement correctly reflects the terms of our engagement.

18. Entire Agreement. The Agreement constitutes the entire agreement between Client and Firm and supersedes any prior oral discussions or written communications and agreements. It cannot be modified or amended except in writing signed by an authorised officer of Firm.

19. Waiver; Amendment. No failure or delay by a party to exercise any right or remedy shall constitute a waiver of that or any other right or remedy. The Agreement may be amended only by written agreement executed by the Parties.

20. Severability. Where any provision of the Agreement is held to be invalid, illegal, or unenforceable in any respect, such invalidity shall not affect any other provision, and the Agreement shall be reformed and enforced as if such provision was never in the Agreement.

21. Survival. Where the agreement is terminated or expires, the following provisions shall survive and remain in effect: 4, 5, 6, and 10-24.

22. Successors and Assigns. The Agreement is intended to bind and inure to the benefit of Client and Firm and their respective successors, assigns, heirs, executors and administrators, except that Client may not assign any of Client's rights or duties without the written consent of Firm, which shall not be withheld unreasonably.

23. Governing Law; Jurisdiction. The Agreement shall be governed by the law of California. Each party irrevocably submits to the exclusive jurisdiction of the courts of California and waives any objection to venue therein.

24. Counterparts. The Agreement may be executed in any number of counterparts, including by electronic and facsimile delivery, all of which taken together shall constitute one and the same agreement.

— Prencipe International · Joe Prencipe —