The following provisions, which are also incorporated by reference into any and all engagement letters between the Firm and our clients, will apply to the relationship between MANGUM & ASSOCIATES PC, a professional corporation established under the laws of the U.S. Commonwealth of Puerto Rico (“we”, “us”, “our” and/or the “Firm”) and our clients:

(1) In most cases we attempt to negotiate flat-rate fixed fees for the work we do for clients instead of billing by the hour. “Flat-rate fixed fees” mean clients will NOT be charged for such things as telephone and office conferences with a client and counsel, consultants, and others; conferences among our personnel; factual investigation; legal research; responding to clients’ requests to provide information to auditors in connection with reviews or audits of financial statements; drafting of letters, memoranda, and other documents; and travel time. Flat-rate fixed fees are deemed earned upon receipt. If a flat-rate fixed fee cannot be agreed upon, then we will charge for our time for such activities at our standard hourly rate of USD $610.00 per hour in which case we will also request a minimum retainer to draw from. We will NEVER commence billing you at our standard hourly rate without your express prior written consent. Also, please note that our fees may be shared with non-lawyers.

(2) Separate from our fees, we will be entitled to reimbursement for any direct costs incurred from third-parties in connection with our representation. Unless special arrangements are made, fees and expenses of others will not be paid by our firm but will be the responsibility of, and billed directly to, the client.

(3) Although we may from time to time for a client’s convenience furnish estimates of fees or charges that we anticipate will be incurred on a client’s behalf, these estimates are subject to unforeseen circumstances and are by their nature inexact. We will not be bound by any estimates except as otherwise expressly set forth in the engagement letter or otherwise agreed to by us in writing. Unless otherwise agreed, our standard hourly rate is USD $610.00 per hour. Credit given in exchange for services (e.g., a “trade”) is not redeemable for cash.

(4) Fees, disbursements, and other charges will be billed monthly and are payable upon presentation. We expect prompt payment. A late charge of 10% of the outstanding balance will be imposed on any billed amounts that remain unpaid for 30 days, interest to accrue thereafter at a rate of 1.8% compounded monthly. Fees paid via CREDIT CARD will be subject to a finance surcharge. A USD $50.00 fee will be assessed for all returned checks.

(5) A client shall have the right at any time to terminate our services and representation upon written notice to the Firm. Such termination shall not, however, relieve the client of the obligation to pay for all services rendered and disbursements and other charges made or incurred on behalf of the client prior to the date of termination. Any disputes arising between us and the client relating to the terms of our representation shall first be subject to mediation before a neutral third-party mediator in the U.S. Commonwealth of Puerto Rico and/or via online 3-way videoconferencing technology according to the rules of the American Arbitration Association. Notwithstanding any agreement to the contrary, our maximum liability to a client and/or to any other party with an interest is capped at the amount of fees paid to us by the client.

(6) We reserve the right to withdraw from our representation with the client’s consent or for good cause. Good cause may include the client’s failure to honor the terms of the engagement letter, the client’s failure to pay amounts billed in a timely manner, the client’s failure to cooperate or follow our advice on a material matter, or any fact or circumstance that would, in our view, impair an effective attorney-client relationship or would render our continuing representation unlawful or unethical. If we elect to do so, the client will take all steps necessary to free us of any obligation to perform further, including the execution of any documents (including forms for substitution of counsel) necessary to complete our withdrawal, and we will be entitled to be paid for all services rendered and disbursements and other charges made or incurred on behalf of the client prior to the date of withdrawal.