Important Information Concerning Legal Engagements

The following information generally supplements the information concerning our engagement set forth in any engagement letter between Client and SSRGA. If there is any conflict between the body of an engagement letter and these terms and conditions, the engagement letter shall control.

Identity of Client; Multiple Clients

SSRGA represents only the Client named in the letter agreement, and no other individual or entity, in the matters described in the letter agreement. Furthermore, there are no intended third party beneficiaries to the relationship between SSRGA and the Client.

If there is more than one individual or entity identified as the “Client,” then each such individual or entity is entering into the letter agreement and is jointly and severally liable for all amounts owed to SSRGA or our vendors or providers (in the event of a request for direct payment, as provided in the letter agreement). In addition, if there is more than one individual or entity identified as the “Client,” concerns regarding conflicts of interest may exist. In such event, separate information and a request for a conflict waiver has been or will be provided.

Email, Cell Phone and Other Means of Communication

Generally, communications made via email, computer transmission, cellular phone or facsimile are not completely secure from inadvertent disclosure to others. However, because of the countervailing speed, efficiency and convenience of these methods of communication, most people have adopted them as part of the normal course of operations. Unless Client tells SSRGA otherwise, Client acknowledges that by furnishing us with an email address, cell phone or facsimile number, or other similar contact information, Client authorizes SSRGA to communicate with Client using these modes of communication, notwithstanding the inherent confidentiality risks.

Insecure communications may lead to a loss of the attorney-client privilege (discussed next) as to those communications. DO NOT use an employer provided email address or device for personal communications with SSRGA. Employees typically do not have an expectation of privacy when using work email or devices.

Attorney-Client Privilege

With few exceptions under the law, direct communications between Client and SSRGA are protected by the attorney-client privilege. However, if someone else whom SSRGA does not represent (such as a family member or another advisor) is included in a meeting or phone call or is copied on correspondence, then the attorney-client privilege may be lost as to things disclosed in that meeting or communication. Similarly, if Client chooses to communicate with SSRGA or authorizes SSRGA to communicate with Client using an email address or facsimile machine to which others have access, or if a party uses a cell phone in a public place where a conversation may be overheard, the attorney-client privilege may be lost as well. As a result, SSRGA, Client or the third party may be forced to disclose the content of that communication in a Court of law or otherwise in the context of litigation.

Please keep this in mind when asking SSRGA to share information with third parties or when you share information with (or grant access to) others who are not part of our attorney-client relationship.

Our Communications with Our In House or Outside Counsel

During the course of our representation of Client, issues may arise where SSRGA or our lawyers may wish to seek legal advice either within the firm or from a different law firm in order to determine how best to proceed in resolving a conflict of interest or other issue that may arise relating to the representation we are providing Client under the letter agreement. Subject to the New York Rules of Professional Conduct, including any limitations required thereunder, it is agreed that any communications exchanged between SSRGA and its counsel (whether in house or outside counsel) under those circumstances will be afforded an attorney-client privilege. Of course, you will not be charged for any of the advice SSRGA seeks on its or its lawyer’s behalf under this paragraph.

Paper Files and Document Retention

SSRGA strives to minimize its paper files, storing as much as possible electronically. We will, however, retain such paper documents as may be necessary or advisable, such as originally signed documents. Even then, we will make such originals available to you when signed and need not retain duplicates.

If you provide documents to us for our reference, we may create electronic versions at your expense and destroy the paper copies. If you would like the paper copies returned, please advise us at the time that you provide the documents.

At Client’s request, SSRGA will make a copy of Client’s electronic and paper files available at Client’s expense. After SSRGA’s services are concluded (whether for a specific matter or generally), SSRGA will retain Client’s files for a minimum period of two (2) years (or such longer minimum period as may be required by applicable law), after which SSRGA is free to delete the files and destroy the paper if it desires.

If Client directs us to retain all or certain parts of Client’s file, or if SSRGA chooses to retain Client’s file, SSRGA may move such file to an off-site, third party warehouse. Once warehoused, SSRGA may charge Client all costs of maintaining and accessing the file.

No Guaranty of Results or Cost

Nothing in the letter agreement, and nothing in SSRGA’s statements to Client, is to be construed as a promise or guarantee about the outcome of any matter. SSRGA makes no such promises or guarantees. Any expression of our professional judgment regarding your matter or the potential outcome is, of course, an expression of opinion only, and is limited by our knowledge of the facts and based on our understanding of the law at the time of expression, based upon our review, if any, as of such time.

Any estimate of fees given by SSRGA is not a guarantee. Actual fees may vary from estimates given. We bill based upon the time spent by our attorneys and paraprofessionals and their applicable hourly rates. Time required for any matter will depend on a number of variables that can differ from matter to matter, including the difficulty of the task, time spent in discussion and negotiation, and revisions required. Delays (and additional time required) can also result from the failure to receive timely responses or information, whether from Client or other parties.

Future Dates or Deadlines

Whether or not SSRGA continues to represent Client, we do not assume responsibility to remind you of any future dates or deadlines, such as filing or registration lapse dates, contract expiration or termination dates, maturity dates, expiration dates, notice deadlines, or timing of any options. If you would like us to summarize such matters for you in an email or memorandum as a billable project, please let us know.

Overtime Expenses and Expediting Charges

If time pressures of an assignment require overtime work by our administrative staff that is directly attributable to that assignment, we will charge Client for the costs that we incur. In addition, certain vendors, providers and filing offices charge extra fees for expediting work. Any such charges incurred by SSRGA will be included in our expenses passed through or charged directly to Client.