Re: Confirmation of Engagement
Matter: General Mergers and Acquisitions (M&A)

Dear Client,

We are pleased that you have asked BridgehouseLaw LLP to serve as counsel for the company. This letter will confirm our discussion with you regarding your engagement of this firm and will describe the basis on which our firm will provide legal services to you.

Accordingly, we present for your approval the following provisions governing our engagement. If you agree, please check the appropriate box(es) and type your name in the designated fields, serving as your digital signature. Should you have any questions about these provisions, feel free to call us. Once more, we are delighted to have the opportunity to serve you.

SCOPE OF REPRESENTATION:
We will be engaged to advise the company solely in connection with one or more aspects with a merger and/or acquisition. Hereinafter, this engagement will be referred to as the "matter" or "engagement."

CLIENT RESPONSIBILITIES:
You agree to cooperate fully with us and to provide promptly all information known or available to you relevant to our representation. You also agree to pay our statement for services and expenses in accordance with the fee agreement outlined in this document.

GENERAL WAIVER OF CONFLICTS:
As you may be aware, our law firm represents many other companies and individuals. This confirms your agreement that we may continue to represent or may undertake in the future to represent existing or new clients in any matter that is not substantially related to our work for you in this matter or any other matter which you may subsequently engage our firm, even if the interests of such clients in those other matters may be directly or indirectly adverse to you. We agree, however, that your prospective consent to conflicting representations contained in the preceding sentence shall not apply in any instance where, as a result of our representation of you, we have obtained proprietary or other confidential information of a non-public nature, that, if known to such other client, could be used in any such other matter by such client to your material disadvantage. You should know that, in similar engagement letters with many of our other clients, we have asked for similar agreements to preserve our ability to represent you.

MULTIPLE ATTORNEYS:
A primary attorney assigned to and handle matter. The primary attorney will be available to you for conferences and meetings upon your request, and you can call the office at any time for questions or concerns. In the event that the assigned primary attorney is unavailable, a secondary attorney will be informed and prepared to discuss any issues or respond to any inquiries. You acknowledge that the entire firm of BridgehouseLaw LLP will represent and coordinate the matter for you. This firm consists on several professionals, attorneys admitted in North Carolina and outside of North Carolina, legal secretaries and support staff. All employees and shareholders of the firm may at a certain time perform legal services for you. You should also be aware that other partners, attorneys, paralegals or experts from outside the firm will be called upon as necessary so that the best possible services can be provided. If this is the case we will pay the legal fees for an outside/third party lawyer. You however agree at this time that files or part of the files may be transferred to the other lawyer. In case of any dispute with the work performed by such other lawyer you will only pursue your action against such other lawyer and agree to indemnify BridgehouseLaw LLP and its principals, officers, and lawyers from any claims related to such work of an outside/third party lawyer. Mr. Reinhard von Hennigs is the Founding Partner of the firm and available at (980) 219-5225; his assistant Ms. Morton is available at (980) 219-5215. The law office manager, Mr. D’Agostino is also available at (980) 219-5200. The undersigned is admitted as a Rechtsanwalt in Germany, as an Attorney at Law in North Carolina, and as a Foreign Law Consultant in Georgia. He will coordinate the work for you with other professionals but the legal work will be performed by other lawyers within the firm or outside the firm if necessary.

COMMUNICATIONS:
Even though you have delegated certain levels of authority to act on your behalf, there will be times when we will not be able to proceed without your full and sometimes written consent, such as when negotiating settlement offers or when conflicts of interest arise. Please notify us of any plans for extended travel or if any changes are made to your contact information.

It is important to keep our communications with you confidential. There are legal reasons for confidentiality such as avoiding risk of inadvertent disclosure or loss of attorney-client privilege. You should avoid any communications of sensitive matters with us where the conversation might be overheard. You should avoid discussing any of our communications with other people including your family and friends.

HOURLY FEES:
Our fees will be based primarily on the hourly rate for each attorney and legal assistant devoting time to this matter. Our standard hourly rates for attorneys likely to be involved currently range from $235 to $735 per hour. Time devoted by legal assistants is charged at hourly rates ranging from $155 to $195 per hour. Other factors may be taken into consideration in determining our fees, including the urgency of the matter, the responsibility assumed, the novelty and difficulty of the legal problem involved, particular experience or knowledge provided, time limitations imposed by the client or matter, the benefit resulting to the client, and any unforeseen circumstances arising in the course of our representation. These billing rates are subject to change from time to time.

OUTSIDE OR CHANGES IN ORIGINAL SCOPE:
For work outside the original flat-fee scope, our fees will be based primarily on the hourly rate for each attorney and legal assistant devoting time to this matter. Our standard hourly rates for attorneys likely to be involved currently range from $235 to $735 per hour. Time devoted by legal assistants is charged at hourly rates ranging from $155 to $195 per hour. Other factors may be taken into consideration in determining our fees, including the urgency of the matter, the responsibility assumed, the novelty and difficulty of the legal problem involved, particular experience or knowledge provided, time limitations imposed by the client or matter, the benefit resulting to the client, and any unforeseen circumstances arising in the course of our representation. These billing rates are subject to change from time to time.

FEES AND EXPENSES:
We often find it is necessary to incur certain expenses, related costs and overhead charges on our client’s behalf, such as travel (transportation, food and lodging), filing, recording and certification fees, business meals, title searches, court reporters and the like. These expenses are charged at our actual out-of-pocket costs. In addition, we frequently incur other expenses such as long distance telephone charges, photocopying and document production, computerized legal research, telecopies, messenger and overnight courier services, and in situations with the imposition of deadlines and other time constraints as required, non-lawyer staff overtime. These expenses are charged either at market rates or at actual cost plus a factor to compensate the handling, maintenance or other ongoing expenses to the firm connecting with providing these services. Each statement will call for the reimbursement of all advances and expenses posted to our books as of the date specified in the statement.

We will also invoice you directly for significant third-party expenses, such as the invoices of other professionals whose assistance may be required (e.g., accountants, consultants, experts, etc.), court reporters, transcripts, investigations, photographs and other graphic exhibits and materials, and the like. In the event that we pay these expenses directly, the cost will be included with other reimburseable charges in our statement to you.

Statements normally will be rendered monthly for work performed and expenses recorded on our books during the previous month. Payment is immediately upon receipt of our statement (matters with retainers and flat fees), and payment is due promptly upon receipt of our statement (matters based on our hourly rates, expenses, costs, etc.). If any statement remains unpaid for more than 30 days, we may suspend performing services until arrangements satisfactory to us have been made for payment of outstanding statements and the payment of future fees and expenses, and if such arrangements are not made, subject to applicable rules of professional conduct governing attorneys, we may terminate the engagement and withdraw from further representation.

As we have discussed, the fees and costs relating to this matter are not predictable. Accordingly, we have made no commitment to you concerning the maximum fees and costs that will be necessary to resolve or complete this matter. It is also expressly understood that payment of the firm’s fees and costs is in no way contingent on the ultimate outcome of the matter.

BILLING TERMS AND FEE POLICY:
Generally, we render statements for fees and expenses based on the following terms: Retainers and flat fees will be billed at the beginning of the matter, and monthly for matters based on our hourly rates. At the time of completion, a final invoice will be generated for any remaining fees, expenses, costs, etc. If, however, the fees and expenses paid with the retainer or flat fee are used and additional expenses are incurred, we reserve the right to bill these expenses at any given time, itemizing the services performed and expenses incurred. Payment of each statement is due when it is received. If you fail to pay statements promptly, we reserve the right to reprioritize, suspend, withdraw from and terminate the representation, and to decline to provide any further services.

LATE CHARGE/INTEREST:
Our firm will charge a monthly late charge or interest of 1.8% (22% annual percentage rate) on all sums due and unpaid for a period of 30 days or more after presentation of our bills. The interest / late charge is for late payment of the outstanding balance due for the furnishing of services and costs, not for a loan or the forbearance of money. The purpose of this charge is to help defray our financial cost when clients are unable to maintain a current balance, and to encourage out clients to borrow from other sources, if necessary. We are not equipped to finance our clients’ legal matters.

RESPONSIBILITY:
Your responsibility for payment of our fees is not contingent on the outcome of the matter or the result obtained. Please be advised that should it become necessary to employ the services of an attorney to recover from you any outstanding amount which you owe to our firm, we intend to collect said amount plus all costs of collection, including fifteen percent of the amount owed as attorneys’ fees pursuant to North Carolina law.

Sending Funds via Electronic Transfer
Before sending any wiretransfer, call our office at (980) 219-5200 to verify the instructions. We will not change wiring instructions. If you receive wiring instructions for a different bank, branch location, account name or account number, they should be presumed fraudulent. Do not send any funds and contact our office immediately. Failure to follow this procedure endangers your funds.

TERM OF ENGAGEMENT:
Either of us may terminate the engagement at any time for any reason by written notice, subject on our part to applicable Rules of Professional Conduct. Among the reasons which may lead us to conclude that we should terminate our representation are: (1) non-payment of our fees; (2) your failure to be forthright, cooperative or supportive of our efforts; (3) your misrepresentation of, or failure or refusal to disclose, material facts to us; (4) your failure or refusal to accept our advice; (5) the discovery of a conflict of interest with another client; or (6) any other reason permitted or required under the Rules of Professional Conduct governing the legal profession. In the event that we terminate the engagement, we will take such steps as are reasonably practicable to protect your interests in the above matter, including consultations with subsequent counsel and providing him or her with whatever papers you have provided to us. If permission for withdrawal is required by a court, we will promptly apply for such permission, and you agree to engage to successor counsel to represent you. If you elect to terminate this engagement prior to conclusion of the matter, or if we elect to withdraw, you are responsible for paying our attorneys fees and expenses accrued through the effective date of the termination of this engagement in accordance with the Fee and Expense provisions of this letter set out above.

CONCLUSION OF REPRESENTATION; RETENTION AND DISPOSITION OF DOCUMENTS:
Unless previously terminated, our representation will terminate upon our sending you our final statement for services rendered in this matter. Following such termination, any otherwise non-public information you have supplied to us which is retained by us will be kept confidential in accordance with the applicable Rules of Professional Conduct. At your request, your papers and property will be returned to you promptly upon receipt of payment for outstanding fees and costs. Our own files pertaining to the matter will be retained by the firm. These firm files include, for example, firm administrative records, time and expense reports, personnel and staffing materials, and credit and accounting records; and internal attorneys’ work product such as drafts, notes, internal memoranda, and legal and factual research, including investigative reports, prepared by or for the internal use of attorneys. All documents retained by the firm will be transferred to the person responsible for administering our records retention program. For various reasons, including the minimization of unnecessary storage expenses, we reserve the right to destroy or otherwise dispose of any such documents or other materials retained by us within a reasonable time after the termination of the engagement.

POST-ENGAGEMENT MATTERS:
You are engaging the firm to provide legal services in connection with a specific matter. After completion of the matter, changes may occur in the applicable laws or regulations that could have an impact upon your future rights and liabilities. Unless you engage us after completion of the matter to provide additional advice on issues arising from the matter, the firm has no continuing obligation to advise you with respect to future legal developments.

NATURE OF RELATIONSHIP:
Our objective is to provide high quality legal services to our clients at a fair and reasonable cost. The attorney-client relationship is one of mutual trust and confidence. If any of you have any questions at all concerning the terms of this engagement, our ongoing handling of this legal matter, or about any issue relating to a monthly statement that is unclear or appears to be unsatisfactory, we invite your inquiries.

OTHER IMPORTANT TERMS:
This letter sets forth the entire agreement between us regarding our engagement in connection with the above-referenced matter. This agreement may be amended or modified only in writing signed by all parties to this agreement. This agreement and its performance are governed by the laws of the State of North Carolina. Any dispute arising under this agreement will be submitted to arbitration in Charlotte, North Carolina under the rules and procedures of the State Bar of North Carolina and the applicable committee for the Arbitration of Attorney Fee Disputes, if concerning fees, or by an arbitrator to be named by the then-president of the Mecklenburg Bar Association, if concerning any other matter. The decision of any such arbitrator or arbitrators shall be binding, conclusive, and not appealable. In the event a dispute is not or cannot be arbitrated, the parties consent to the jurisdiction of and venue in the courts of Mecklenburg County, North Carolina.

ACKNOWLEDGMENT:
If you have read, understood and are in agreement with the terms of our engagement as outlined here and in any items that may have been sent to you or another representative of the company, check the appropriate box(es) and type your name in the designated fields, serving as your digital signature, of this letter, and click the button at the end to submit. We cannot begin to represent you until we have received the agreed and/or digitally and/or hand signed confirmation of our engagement.

Please call us if you have any questions or comments during the course of our representation. We appreciate the opportunity to be of service to you and look forward to working with you on this very important matter.

Very truly yours,

BridgehouseLaw LLP
Reinhard von Hennigs, LL.M.