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Docusign Envelope ID: D43C318E-E172-4E48-BD89-80DB2807B28B Standard Terms of Engagement for Legal Services (“Standard Terms”) Introduction This Standard Terms of Engagement for Legal Services contains the standard terms of our engagement as your lawyers. Unless modified in writing by mutual agreement, these terms will be an integral part of the letter (the “Letter”) to which this Standard Terms of Engagement is attached (collectively, the “Engagement Letter”). Therefore, we ask that you review this document carefully and contact us promptly if you have any questions. 1. Parties. This Standard Terms states the terms under which Barclay Damon LLP (we or “BD”) shall provide and the client identified in the Letter (“Client”) shall pay for legal services. If Client is a corporation, partnership, or limited liability company, BD represents only that entity and does not represent its parent company, subsidiaries, affiliates, shareholders, officers, directors, partners, members, managers, or employees. If Client is an individual, BD represents only that individual and not that individual’s spouse or other family members, any entities in which the individual owns an interest nor any other owners of such entities. 2. Scope of Services (“Matter”). BD shall provide legal services to Client in connection with the Matter described in the Letter. Legal services not required for the Matter as described therein will not be provided unless Client requests such services and BD agrees, in writing, to provide them. This engagement calls for the Firm to represent Client in connection with the following matters and areas of practice: Land Use Practice Area. At this time, we are unaware of any matters involving the Firm that would prevent or limit us from serving Client or that would constitute actual or potential conflicts of interest or would risk the disclosure of confidential information or impingement of the duty of loyalty. However, in the interest of full disclosure, the Firm advises you that we are a full service law firm engaged in many different areas of practice. Thus, it is entirely possible, and we think likely, that issues may arise in connection with our representation of other clients that could put our Firm into a potential or actual conflict with Client. For example, it is possible that clients in our Energy, Project Development, Property Tax and Condemnation, Land Use and Zoning or Telecommunications Practice Areas may at some future point(s) in time represent clients in connection with the need for real property tax, zoning and other municipal approvals from Client as may be required for an existing or proposed development project. In that event, there would be a technical conflict of interest. Because of the nature of our practice, we believe that addressing this issue at this time is prudent. In the event our Firm is engaged by Client and such other matters later emerge, we will do our utmost to achieve a resolution of those matters in an acceptable manner, including but not limited to the pursuit of a waiver from the other client. If we are unable to obtain a waiver, we will decline the engagement. However, we require that Client agree to an advance waiver for this limited category of practice upon our engagement. Absent this agreement to an advance waiver, the Firm will be unable to accept this engagement. 3. Primary Attorney. Corey Auerbach will be the attorney at BD who has primary responsibility for work on the Matter (the “Primary Attorney”). The Primary Attorney may use other BD attorneys and non-attorney staff (such as paralegals) to do work on the Matter. Client has the right, exercisable at any time, to require a change in the Primary Attorney and other attorneys and staff 2 33135393.1