Engagement Letter Sarah Zeeman¶

WILLIAM FLORKOWSKI ATTORNEY AT LAW wflorkowski@founderslegal.com (404) 537-3686

August 1, 2019

Sarah Zeeman (404) 372-6152 szeeman@gmail.com

Via Email: szeeman@gmail.com

Primary Correspondence Address: 2740 Grove Street NE Brookhaven, GA 30319 Re: Engagement Letter and Fee Arrangement Dear Sarah: We appreciate the opportunity to serve you individually as your attorneys. We believe that it helps to strengthen the attorney-client relationship for us to set out at the beginning of that relationship the principles that will govern it. This letter and the enclosed Standard Terms of Representation will set forth the terms upon which you formally engage Bekiares Eliezer, LLP d/b/a Founders Legal (the “Firm”, “we”, “us” or “our”) as your legal counsel. The Identity of Our Client You understand and agree that the Firm is initially representing you personally throughout this engagement, and not any other person or entity. Scope of Engagement

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The initial scope of this engagement will be performing the work as set forth in the enclosed FEE ESTIMATE FOR LEGAL SERVICES (the “Estimate”). As part of this engagement, you will have the opportunity to request that we assist you with various general corporate and intellectual property legal matters. With regard to corporate matters, upon your request, we will assist you with the preparation, filing, and structuring of business entities in the United States and internationally. At your direction, the scope of our representation may also include other matters, including: corporate structuring; capitalization and investment; securities work; mergers and acquisitions; support in litigation and administrative proceedings; employment and human resources agreements and dispute resolution; general contract drafting and review; and other consultations, reviews, assessments, and opinions. With regard to intellectual property matters, upon your request, we will assist you with various legal matters in connection with your intellectual property rights, including the preparation, filing, and prosecution of patent, trademark, and copyright applications in the United States and internationally. At Page 1 of 14 Engagement Letter for Sarah Zeeman • Prepared Aug 1, 2019 Founders Legal | Bekiares Eliezer LLP • 2870 Peachtree Rd #512, Atlanta, GA 30305 • (404) 537-3686 • www.founderslegal.com

your direction, the scope of our representation may also include other matters, including: patent and trademark searches; intellectual property portfolio analyses; patentability or trademark-ability assessments; pre-litigation matters involving protests, oppositions, and cancellation proceedings; demand letters; cease and desist letters; settlement negotiations; support in IP litigation and IP administrative proceedings; contract drafting and review in connection with intellectual property rights; drafting and review of intellectual property assignment and licensing agreements; formation and organization of entities and agreements associated therewith; and other consultations, reviews, assessments, and opinions. Please note that, unless you and the Firm have agreed in writing that the Firm will be your general counsel, acceptance of this engagement does not involve an undertaking to represent you or your interests in any other matter and we do not undertake the responsibility of identifying and overseeing all of the legal issues that may be relevant to you or that may have an impact on you. Nevertheless, the Firm will gladly expand the scope of representation (including representing you in post-issuance intellectual property matters and post-formation corporate matters) provided that such change is confirmed in writing. Representation Fees and Retainer We will perform the specific services outlined in the Scope of Engagement section of this letter in accordance with the fees set forth in the Estimate that is included in this letter. You acknowledge and agree that any flat or capped fees disclosed in the Estimate are subject to any additions, unexpected complications, or deviations from the scope of the project described above. The Firm will do its best to provide fixed rate billing for most matters. You understand that, due to the nature of some matters, fixed rate billing may not always be possible. Some matters may require hourly billing. The billing attorney will notify you in advance when matters require hourly billing, along with the hourly rate. At the time of this letter, standard hourly rates of professionals in our Firm are as follows: •

Partners:

$300.00 - $375.00

•

Attorneys:

$225.00 - $295.00

•

Patent Agents: $150.00 - $250.00

•

Paralegals:

$120.00 - $175.00

Any additional work beyond the matters specified in the attached Estimate (or subsequent Estimate) will be billed by the Firm at our hourly rates. You acknowledge and agree that if you terminate a fixed-fee matter for which you engaged us before it is complete, we will bill for the services we provided to you for such matter on an hourly basis and at the Firm’s applicable hourly rates. Furthermore, you agree to provide the Firm with funds to pay any government fees and other costs that may be required in order to file and maintain any pending applications or registrations. Government fees may include, for example, but not be limited to, filing fees, assignment recordation fees, prosecution fees, and maintenance fees. Additional costs may be incurred for items such as registered agent fees in the entity formation process and professional drawings the patent or trademark filing process. We will do our best to include those costs in the Estimate at the commencement of each service. You understand that the Firm requires a retainer to be paid up front before commencing work on your matter. Therefore, upon signing this agreement, you agree to provide the Firm with a retainer deposit in the amount set forth in the Estimate. Payment information can be found in the enclosed PAYMENT

Page 2 of 14 Engagement Letter for Sarah Zeeman • Prepared Aug 1, 2019 Founders Legal | Bekiares Eliezer LLP • 2870 Peachtree Rd #512, Atlanta, GA 30305 • (404) 537-3686 • www.founderslegal.com

METHODS section.

The Firm will hold any unearned portion of our legal fees and government fees in a trust account until the fees are earned. We will provide you with written notice upon the depletion of the retainer. You agree that the depletion of the retainer shall indicate that you are no longer entitled to representation by the Firm, even if there are time-sensitive matters outstanding. Representation may resume, under these same terms, upon a replenishment of the retainer. Attorney-Client Privilege At this time, we have not identified any conflict in representing your initial matter. Prior to commencing work for any matter under this engagement, the Firm requests that you identify all adverse parties involved. The Firm will then perform a conflict check to determine if the matter is potentially adverse to its existing or prospect clientele. Although an Attorney-Client relationship may exist for some matters between you and the Firm, the Attorney-Client relationship will not be extended to any additional matter prior to a clearance of the conflict check. If the conflict is not cleared, it is possible that the Firm must decline or refrain from representation in conflicting matters. Please review the conflicts section of the Standard Terms of Representation in this document. For matters free of conflicts, the counsel we may provide during the course of representation may be Attorney-Client Privileged and Confidential. The Attorney-Client privilege may provide you with certain protections against, for example, adverse parties. Should you disclose any privileged or confidential information to parties not privileged to this engagement, you risk forfeiting the protections afforded by this Attorney-Client privilege. Additional Terms Additional information appears in the enclosed FEE ESTIMATE FOR LEGAL SERVICES, specific SERVICES DESCRIPTION sections (if any), and STANDARD TERMS OF REPRESENTATION, which are incorporated as part of this letter and which you should review carefully before agreeing to this engagement. Please indicate your acceptance of the terms of this letter and the Standard Terms of Representation by signing and returning a copy of this letter. Please call us if you have any questions. Sincerely yours,

\s3\ William Florkowski Attorney at Law BEKIARES ELIEZER LLP

[Sign on following page]

Page 3 of 14 Engagement Letter for Sarah Zeeman • Prepared Aug 1, 2019 Founders Legal | Bekiares Eliezer LLP • 2870 Peachtree Rd #512, Atlanta, GA 30305 • (404) 537-3686 • www.founderslegal.com

This ENGAGEMENT LETTER, including the FEE ESTIMATE FOR LEGAL SERVICES, specific SERVICES DESCRIPTION sections (if any), and STANDARD TERMS OF REPRESENTATION, are acceptable and agreed to by the undersigned:

By:

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2019-08-01 Date: \d2\

Sarah Zeeman

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Page 4 of 14 Engagement Letter for Sarah Zeeman • Prepared Aug 1, 2019 Founders Legal | Bekiares Eliezer LLP • 2870 Peachtree Rd #512, Atlanta, GA 30305 • (404) 537-3686 • www.founderslegal.com

FEE ESTIMATE FOR LEGAL SERVICES

ESTIMATE PREPARED FOR:

Estimate No.: Estimate Date:

Sarah Zeeman 2740 Grove Street NE Brookhaven, GA 30319

PR-03811.02 08/01/2019

Responsible Practitioner: William Florkowski Main Paralegal: Stephanie Dunford

ESTIMATE SUMMARY Project No. OP-05179

Summary Description

Amount

General Consultation (Hourly)

(Hourly Rate) ESTIMATE GRAND TOTAL

$ 0.00

TOTAL RETAINER REQUESTED

$ 1,000.00

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Page 5 of 14 Engagement Letter for Sarah Zeeman • Prepared Aug 1, 2019 Founders Legal | Bekiares Eliezer LLP • 2870 Peachtree Rd #512, Atlanta, GA 30305 • (404) 537-3686 • www.founderslegal.com

OP-05179 :: GENERAL CONSULTATION (HOURLY) Line No. SL-005785

Description

Hourly Rate

Hourly Rate General Legal Consultation