December 1 2009 Mr Wilham Koeppel 150 Bradley Apt 408 Palm Beach. FI 33480 Whitehouse Estates clo Duell Management LLC 5 East 57th Street 10th Hoor New York NY 10022 Attn Mana Penneilno ATTORNEY-CLIENT PRIVILEGED Re
Engagement and ConflIct Waiver Letter for Legal ServICeS
Dear Bill Introduction and Scope 01 Engagement. Thank you lor selecting DLA Piper LLP (US) (the -Firm") to represent you ThiS will confinn that Whitehouse Estates and you have retai ned our finn to assist Walter Jennings. Esq with hiS representation of you in litigation With Craig AvediSian. Specifically we have been asked to assist with the preparation of your motion for summary Judgment If the scope of our engagement changes, the tenns set out In thiS letter agreement Will apply unless we enter Into a subsequen t le«er agreement Otherwise. the Finn Will proceed In reliance upon rne descnpuon and terms set forth In thiS letter Our engagement may be term inated by either of US upon notICe to the other subject to applICable Ru les of ProfesSIOnal Conduct. We look forward to a harmonIOus and mutually satisfyi ng re lationship I WIll serve as your pnnclpal contact My office dIrect dial number IS 212-335-4705. You should never heSitate to contact me. If and when , any question anses In order to aVOid any misunderstand ings. It is our Firm's standard policy to set out the terms of our engagement at the ou tset Also enclosed IS our -Statement of Client Rights ' Please review the "Statemen t of Client Rights" along with this Engagement Le«er before you sign and return the Engagement Lener 2 Progress and Reporting . We will communicate ,nformation and advice to you on all Significant Issues You should, of co urse, feel free to communIcate with us on any Issue or matter that yo u feel oeserves attenllon and we Will endeavor to respond promplly In order for us to assist you effectively and efflClently, we expect that you WIll prOVIde us With the factual information you have which relates to the SUbject matter of our engagemen t, and that you wrll make any appropriate bUSiness or technical decrstQns In addItIon, we encourage you to share WIth us at all times your expectations and any
concerns regard Ing our servIces al an y time dunng the course of our representation. We beheve that you
December' 2009 Page Two
Should be actively Involved In the strategy and management of your legal affairs and our goal IS to encourage candid and frequent communication between us. We WIll keep you Informed of developments regarding your matters and Will consult with you as necessary to ensure the timely. completion of our ~ork 3.
fees and Costs ThiS will confirm that we have been provided with estimates from Mr Jennings
and you of the time expected from our associate and me, Which are roughly 95 hours from the associate and 55 hours from me The associate will be charged at S3751hour My rale Will be reduced from S795 to S740/hour The total estimate for thiS work approximates 585,000 If thiS estimate proves to be naccurate we Will diSCUSS It With you and the conditions under which we may continue Pursuanl to Rules of the Appellate DiVISion of the Supreme Court of the State of New York we are reqUIred to nollfy you that. where applicable, any dispute regarding fees IS subject to arbitration under Pan' 37 of the Rules of the Chief Administra tor 4
Retamer Whitehouse and you have agreed to deliver as a retainer a check payable to our nrm
for S8 ,OOO, and to make payments of 58,000 each month until the actual amount Incurred IS paid in full 5 Advance Waiver of Unrelated ConNlcts of Interest DLA Piper llP (US) IS a large law firm With offICeS In vartous locallol'll:) throughout the Umted States, and with related practlce entities located In
Europe. Asia Afnca and Australia We
may curren tly or In tne future represent one or
more olner ClientS
m unrelated maners or transactions In wnlch your Interests may be adverse to lOose otne, ClIents
""II confirm that you waive all such confiicts of Interest, and consent to the Firm's current and future epresematlOn of such other cltents In any of such matters Without the need for any further notice or consent from you even though your Interests are adverse, provided that such matters are not the same, or substantially related to. a matter 10 which we represent you. If you have any questions about any aspect of our arrangements or our InVOices from time to time feel entirely free to diSCUSS tnose questions with me
If the scope of the services we are to render to you and the terms of the engagement are satisfactory please confirm your agreement by execuling the consent form below and retumlng one copy 10 me Once again thank you for thiS opportunity We Will endeavor to provide prompt and responsive legal servICes at all times
" December 1, 2009 Page Three
Very truly yours DLA Piper LLP (US)
Christopher P ( Kip·) Hall Parlner
December 1 2009 Page Four
I have read the above engagement and confilCt warver letter and agree and accept the terms and conditions set forth therein APPROVED AND ACCC P rED
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STATEMENT OF CLIENT'S RI GHTS J. You :Irc cntitkd to be trcated with courtesy and consideration at all times hy
your lawyer and the other lawyers and personnel in your lawyer's office, ~, You are entitled to an attorlll'Y capahle of handling you r legal m3tter compewntly and dil igently. in acco rdance with the highest standard~ of the prol~ssion. II' you are not sati sfied with how your matter i; belllg handlcd, you have tht! rig,htto withdrdw Irom the attorney-cl ient relationship at any time (court approval may be l"I.'q uired in some mHtt
}, You arc c:nti tieu to yo ur la wyer's independent professional judgment and lIncompromised hy conilicts of interest. undividcd loyalty -I. You arc l!J1litled 10 be cha rged a reasonahle Ice and to have your lawyer explain at the outset how thl! fee will be comp uted und the l11anner and frequency of billing. You art! c:ntitled to requcst and receive a written itemiLed bill from your attorney at reasonable iJ1lervals. You may rct'use to enter into any lee arrangement th:11 you lind uns:nistiletory. In the event of a reo! di spute, you may hav.: the right to seek arbitration; ) our allolll9 wi ll providc you wi th thc ncccssar~ inlonnutiull rcgarding arbitra tion in the ..:vent of a fec disputc, ur upon your request.
). You an! entllkd to have your questions and concerns audressed in a prom pt manner and to have your telephone calls returned promptly. 6. You arc cntltled to be kept inJo rl11ed as to tht! status of your l11atter and to request and receive copies of papers. You lIrc entitled to sul1icicnt inJi:mnation to .i1kl"" YllU tll pa/1ic ipilte Illt'ani ngfull y in the dc velopmcnt of your matter. 7. You arl' enl!llcd to have your legitimate objectives respected by your attorney. including ",hether or not to sellie your matter (court approval oJ' a settlement IS required in SUl11e mUllers), ~. Yo u have the right to privacy in your dealings wi th yo ur Ia",ycr and to have )uur secrets and conlid ences prcservcd to the cxtcnt pennilteJ by law.
9. You are entitled to have yo ur attorney cond uct himself or herself ethically ill a(;cordance with the Code of Professional Responsibility. 10. You may not be refu sed represl:!lltation on the basis or mCI:!. creed. color, I'l:!lig.ion. sex. sexual nrientati on. age. national origin or disability.