THE SHERIDAN LAW FIRM LLC STANDARD TERMS OF ENGAGEMENT Identity of Client; Conflicts of Interest: The client is the named “Client” in the engagement letter to which these Standard Terms of Engagement are attached. To the extent ethically permissible, the Client’s 1. officers, directors, employees, and agents should also be treated as clients, unless Client advises the Firm otherwise. In the event that the Firm cannot ethically represent individuals in addition to Client due to a conflict of interest or other ethical impediment, the Firm shall advise Client of that fact immediately. To the extent that any other ethical impediment, real or potential, ever arises, the Firm shall immediately inform Client of the impediment, make full disclosure of the situation to Client, and take all steps requested by Client to avoid or mitigate the impediment (including obtaining Client's consent to the Firm’s continued representation of a party if required under the applicable Rules of Professional Conduct). Staffing and Matter Management. The attorney within the Firm who is primarily responsible for providing services to the Client is Daniel J. Sheridan (the “Lead Attorney”). If other attorneys within the Firm 2. also provide services to Client, the Lead Attorney understands that Client expects that the Lead Attorney will be responsible for managing the representation, assuring compliance of others with the terms of this agreement and ethical requirements, preparing and substantiating all bills, and communicating with Client. The Firm is responsible for managing all Client matters cost-effectively and competently. Client will be advised promptly of all significant facts and developments in the matter so that Client may manage the matter effectively and make informed decisions about strategy, tactics, scheduling, and so forth. The Firm shall discuss all significant issues of strategy and tactics with Client before implementation. The Firm is expected to exercise independent professional judgment, but to implement the decisions of Client. 3. Scope of Representation: The Firm has been engaged by Client initially in connection with the services identified in the engagement letter to which these Standard Terms are attached. These Standard Terms apply to the Firm’s representation of the Client in that matter, as well as any other matters assigned to the Firm by the Client. The Firm represents that, with respect to all matters on which it agrees to render legal services to Client, it is competent and available to handle such matters. 4. Term of Representation: The attorney-client relationship between the Firm and the Client will continue until such time as it is terminated by either party in accordance with the these Standard Terms. Subject to any applicable ethical requirements, (a) the Firm and the Client may mutually agree to terminate the Firm’s representation of the Client at any time, (b) the Client may terminate the Firm’s representation upon notice to the Firm given at any time and for any reason, and (c) the Firm may terminate its representation of the Client upon notice given to the Client if the Client fails to pay the Firm’s fees and expenses in a timely manner, or if the Client otherwise fails or refuses to provide information to or cooperate with the Firm to the extent necessary to enable the Firm to provide effective representation to Client. The Client will be responsible for the Firm’s fees and expenses accrued through the termination of the Firm’s representation of the Client. 5. Calculation of Fees. Unless the Firm and the Client agree to an alternate basis for calculation of fees with respect to any specific matter or scope of services, the Firm will be paid for services based on the number of hours expended on behalf of Client (rounded to the nearest tenth hour for each time entry) multiplied by the billing rate(s) of the Firm’s attorneys specified in the initial engagement letter to which these Standard Terms of Engagement are attached. The Firm will bill the Client only for time reasonably and necessarily incurred to render professional services on Client's behalf. Time attributable to preparation of billing statements or addressing billing questions, for example, is not billable. The Firm may from time to adjust its standard hourly rates. However, with the exception of ongoing “general representation” of the Client, the Firm will not, without the Client’s consent, increase the hourly specified for an attorney at the inception of a particular matter. 6. Billing of Fees and Expenses. The Firm understands that Client requires timely bills in order to facilitate effective management of the Firm’s representation of its interests and fees incurred. Accordingly, unless otherwise agreed, for all matters being handled on the basis of hourly billing, bills shall be rendered by the Firm on a monthly basis within twenty (20) days of the close of each month. Each bill shall, at a minimum, clearly identify each person performing services (i.e. time-keepers) in conjunction with each entry, record the time expended by each time-keeper separately, state the amount of time expended by each time-keeper daily (and, within each day, broken down by task where more than one project or task was worked upon within the same day), and describe the services performed in sufficient detail to readily allow the Client to determine the necessity for and reasonableness of the time expended. In addition to the Firm’s fees, the Client will pay the actual, reasonable cost of long distance telephone calls, computerized legal research, telecopy transmission, overnight or expedited delivery, couriers, photocopying, postage, filing fees, travel, and other expenses incurred (including amounts paid or payable to third parties hired on behalf of the Client) in the course of the Firm’s representation of the Client. If it becomes necessary for the Firm to hire third parties for or on behalf of Client, the Firm may elect to pay the third party and include that charge as part of its bill, or it may require the Client to pay the third party directly. In either case, the Client is ultimately responsible for payments to such third parties. The Firm recognizes that it is incumbent upon it to allocate its own time and resources efficiently in order to avoid where possible unnecessary expenses, and agrees to not charge expenses items that normally would or should be included in the Firm’s general overhead. All bills are due and payable upon receipt by Client. Client is entitled to a 1% prompt payment discount if a bill is paid within 15 days of receipt by Client. If any bill is not paid in full within sixty (60) days of receipt by Client, the Firm reserves the right to impose a finance charge of one percent (1%) per month for each month or part thereof beyond such sixty (60) day period that the bill remains unpaid. Prior to imposing a finance charge, the Firm will first discuss with the Client the reasons for late payment. Client agrees to inform the Firm of any circumstances that may materially affect its ability to timely pay its fees or expenses. 7. Advance Fee (Retainer) Payment. If an advance payment against fees (sometimes called a "retainer") has been paid to the Firm, it will be held in Firm’s attorney trust account and applied to the Firm's bills, both fees and expenses, as earned by the Firm in accordance with these Standard Terms of Engagement. Payment of the retainer does not relieve the Firm of the obligation to provide detailed bills and itemized expenses, or to obtain advance Client approval in any situation required by these Standard Terms of Engagement. In the event of a dispute as to any amount paid from the retainer, the Firm shall retain the disputed amount in trust until the dispute is finally resolved. 8. Estimates and Budgets. Under certain circumstances, for matters being handled on the basis if hourly billing, the Client may request the Firm to prepare an estimate or budget of the likely fees and expenses to be incurred in connection with the matter. Given the variable nature of most matters, it is difficult to predict with accuracy the amount of legal expense that may be incurred, and any estimate or budget provided by the Firm is intended only as a guide. If the Firm obtains information indicating that an estimate or budget previously provided by it may be materially exceeded, the Firm will endeavor to promptly notify the Client of that fact, and will provide an updated estimate or budget which incorporates the impact of the new information. 9. Ownership of Work Product and Confidentiality. The Firm owns the copyright and other intellectual property rights associated with the documents or other work product that it prepares in the course of the representation of the Client, subject to the Client’s right to use such documents and work product for the purpose for which it was prepared or supplied. Notwithstanding the foregoing, the Firm does not own any original documents or materials furnished to it by Client, original documents and materials, such as executed contracts and corporate records, which the Firm prepares for Client, or any other documents and materials which affect the Client’s rights or the exercise of those rights. Except as required under the applicable Rules of Professional Conduct, and unless authorized by the Client or as necessary to carry out the Client’s instructions, the Firm will not communicate to any third party any confidential information concerning the Client’s legal matters and will, where appropriate, assert legal professional privilege on the Client’s behalf. 10. Marketing Matters. The Firm has a public web site that identifies some of its clients and publicly disclosed transactions and other legal matters handled by the Firm. In addition, the Firm develops various marketing, advertising and informational materials from time to time that contain similar information. Client agrees that the Firm may publicly identify it as a client of the Firm and include Client’s name and logos, and non-confidential information about the transactions and other legal matters the Firm has handled for it, on the Firm’s web site and in its other marketing, advertising and informational materials. Client may withdraw this consent, in whole or in part, at any time by notifying the Firm in writing. 11. Return of Documents; Storage. Upon termination of an engagement, all papers, documents and other materials supplied by the Client to the Firm in connection with that engagement will be returned to Client upon request. For various reasons, including the need to avoid unnecessary storage expenses, the Firm reserves the right to destroy or otherwise dispose of documents and other materials in the file within a reasonable time after termination of an engagement. Except as required by law and applicable Rules of Professional Conduct, the Firm will have no obligation to retain files relating to the Firm's engagement beyond a reasonable period of time sufficient to permit Client to request documents from the Firm. 12. Disputes. While the Firm is hopeful that Client will be fully satisfied with the services provided and fees charged, in the event that there is any dispute regarding the fees and charges of the Firm that cannot be resolved through mutual discussion and agreement, such disputes shall be referred to binding arbitration through the New Jersey Supreme Court’s District Fee Arbitration Process.