Retention Agreement For Legal Representation

1. You agree to employ Kahn Swick & Foti, LLC (“KSF”) to investigate, evaluate, monitor, process, prepare and/or prosecute the claim you may have against or on behalf of the defendant, any related defendants, and/or any insurer of the previously mentioned parties, and KSF accepts such employment. You agree and understand that this Retention Agreement for Legal Representation is limited to the claim/claims described within this agreement and does not constitute or establish a contract between you and KSF for any other claim/claims.
2. Attorneys’ fees, costs and expenses. We will advance all costs and expenses that are deemed appropriate to prosecute the case. Such costs and expenses typically include items such as research, copying and mailing charges, as well as more substantial items such as the costs of travel, deposition transcripts, and expert witness and consultant fees.

   In consideration for services rendered or to be rendered: (a) In the event the lawsuit involves a monetary recovery for Plaintiff and/or the Class (if a class action), contingent attorneys’ fees will be no greater than thirty-three and one-third percent (33 1/3%) of the total monetary recovery, and we will seek an award of such attorney’s fees, as well as reimbursement of our costs and expenses, by way of application to the Court, out of the monetary recovery. (b) In the event the lawsuit involves or results in a non-monetary benefit to the putative class and/or company (including, but not limited to, supplemental disclosures), we will seek reimbursement of costs and expenses and/or an award of attorneys’ fees from defendants, their successor-in-interest, and/or their insurers, either through agreement therewith or by way of application to the Court. You will not have to pay any fees or advance expenses or costs yourself.

3. You agree to cooperate fully with KSF, disclose all relevant facts to KSF and promptly comply with all reasonable requests of KSF on all matters included in this contract.
4. KSF may at its discretion, obtain other counsel to assist with, work on, or handle any matters that may arise in the representation of your claim/claims, provided that any charges by said counsel shall be paid by KSF from its share of any fees, costs or expense award and/or reimbursement. This specifically includes, but is not limited to, local counsel in the jurisdiction in which suit is filed.
5. You agree that our files and papers compiled in connection with our investigation and prosecution of this matter constitute the work product and property of KSF, over which we have complete control with respect to its use and/or disclosure.

   KSF will scan and store all your files in electronic PDF format and destroy all hard-copy (paper) files given to or received by KSF immediately after scanning. All files will be stored “in the cloud” using widely-used providers such Box.com. You and KSF understand that there are risks to confidentiality associated with this means of data/document storage in the world we live in today. KSF will store at its expense all relevant PDF files relating to this Matter for a period of up to five (5) years following termination of KSF’s representation. KSF may thereafter destroy all your files without further notice to you. You may request in writing that KSF make available to you or your designee any PDF files in KSF’s possession that have not been destroyed. Within seven (7) days of receipt of such request, KSF shall make electronic (not hard-copy) files available for download.

6. You understand that KSF makes no representation concerning the outcome of your claim and/or suit.
7. Please note that all communications between us are subject to one or more privileges, including the attorney/client privilege, and you should make every attempt not to do anything to waive this privilege (e.g., do not share communications between us (oral or written) with anyone). You agree that we may communicate with you via electronic means and agree to periodically check all your email folders for important communications. Please save all hard or electronic copies of documents in your possession in any way relating to your investment in the company that is the subject of this case. Such documents may include, among other things, proxies, prospectuses, annual reports, emails, purchase or sale confirmations, account statements and communications with your broker or investment advisor. Remember, it is only important that you continue to maintain those documents and electronic records that you have and receive from this point forward. If you intend to replace your computer system, please download all electronic records relating to your investment in the company onto a flash drive or disc to preserve those electronic records.
8. Merger and shareholder derivative cases. Because of the legal standing requirements in merger and shareholder derivative cases (i.e., breach of fiduciary lawsuits filed on behalf of a company), please be sure to retain ownership of at least one (1) share of the company during the pendency of this lawsuit or until we advise you otherwise. If you do not maintain such ownership, there is a risk that any claim will be dismissed by the Court, with no recourse to you. Please inform us of any intent to trade in the shares of the subject company.
9. You warrant that you have not received, been promised or offered and will not accept any form of compensation, directly or indirectly, for prosecuting or serving as a representative party in this case except for (i) such damages or other relief as the Court may award me as a member of a class, (ii) such fees, costs or other payments as the Court expressly approves to be paid to me, or (iii) reimbursement, paid by my attorneys, of actual and reasonable out-of-pocket expenditures incurred in connection with the prosecution of this case.