Confidential Consulting Agreement, dated March 11, 2019, by and between FLG Partners, LLC and Immersion

Contract Categories: Human Resources - Consulting Agreements
EX-10.2 3 exhibit1026302019.htm EXHIBIT 10.2 exhibit1026302019
DocuSign Envelope ID: 7A0D17BC-D7F3-4C80-841E-58D6A83D6C84 CONFIDENTIAL CONSULTING AGREEMENT This Confidential Consulting Agreement (the “Agreement”) is executed as of the date shown on the signature page (the “Effective Date”), by and between FLG Partners, LLC, a California limited liability company (“FLG”), and the entity identified on the signature page (“Client”). RECITALS WHEREAS, FLG is in the business of providing certain financial services; WHEREAS, Client wishes to retain FLG to provide and FLG wishes to provide such services to Client on the terms set forth herein; NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties hereto agree as follows: 1. Services. (1.5%) per month. FLG shall be entitled to recover all costs and expenses (including, without limitation, attorneys’ fees) incurred A. Commencing on the Effective Date, FLG will perform those by it in collecting any amounts overdue under this Agreement. services (the “Services”) described in one or more exhibits attached hereto. Such services shall be performed by the member D. Client hereby agrees to pay FLG a deposit as set forth on Exhibit or members of FLG identified in Exhibit A (collectively, the “FLG A (the “Deposit”) to be held in its entirety as security for Client’s Member”). future payment obligations to FLG under this Agreement. Upon termination of this Agreement, all amounts then owing to FLG B. Client acknowledges and agrees that FLG’s success in performing under this Agreement shall be charged against the Deposit and the the Services hereunder will depend upon the participation, balance thereof, if any, shall be refunded to Client. cooperation and support of Client’s most senior management. E. Within ten (10) days of Client’s receipt of an expense report from C. Notwithstanding anything in Exhibit A or elsewhere in this FLG’s personnel performing Services hereunder, Client shall Agreement to the contrary, neither FLG nor any of its members immediately reimburse FLG personnel directly for reasonable shall serve as an employee, an appointed officer, or an elected travel and out-of-pocket business expenses detailed in such director of Client. Consistent with the preceding: (i) Client shall expense report. Any required air travel, overnight accommodation not appoint FLG Member as a corporate officer in Client’s and resulting per diem expenses shall be consistent with Client’s corporate minutes; (ii) Client shall not elect FLG Member to its travel & expense policies for Client’s employed executive staff. board of directors or equivalent governing body; and (iii) the FLG Member shall have no authority to sign any documents on behalf 3. Relationship of the Parties. of Client, including, but not limited to, federal or state securities filings, tax filings, or representations and warranties on behalf of A. FLG’s relationship with Client will be that of an independent Client except as pursuant to a specific resolution(s) of Client’s contractor and nothing in this Agreement shall be construed to board of directors or equivalent governing body granting such create a partnership, joint venture, or employer-employee authority to FLG Member as a non-employee consultant to Client. relationship. FLG is not the agent of Client and is not authorized to make any presentation, contract, or commitment on behalf of D. The Services provided by FLG and FLG Member hereunder shall Client unless specifically requested or authorized to do so by Client not constitute an audit, attestation, review, compilation, or any in writing. FLG agrees that all taxes payable as a result of other type of financial statement reporting engagement (historical compensation payable to FLG hereunder shall be FLG’s sole or prospective) that is subject to the rules of the California Board liability. FLG shall defend, indemnify and hold harmless Client, of Accountancy, the AICPA, or other similar state or national Client’s officers, directors, employees and agents, and the licensing or professional bodies. Client agrees that any such administrators of Client’s benefit plans from and against any services, if required, will be performed separately by its claims, liabilities or expenses relating to such taxes or independent public accountants or other qualified consultants. compensation. E. During the term of this Agreement, Client shall not hire or retain 4. Term and Termination. the FLG Member as an employee, consultant or independent contractor except pursuant to this Agreement. A. The term of this Agreement shall be for the period set forth in Exhibit A. 2. Compensation; Payment; Deposit; Expenses. B. Either party may terminate this Agreement upon thirty (30) A. As compensation for Services rendered by FLG hereunder, Client calendar days advance written notice to the other party. shall pay FLG the amounts set forth in Exhibit A for Services performed by FLG hereunder (the “Fees”). The Fees shall be net C. Either party may terminate this Agreement immediately upon a of any and all taxes, withholdings, duties, customs, social material breach of this Agreement by the other party and a failure contributions or other reductions imposed by any and all by the other party to cure such breach within ten (10) days of authorities which are required to be withheld or collected by Client written notice thereof by the non-breaching party to the breaching or FLG, including ad valorem, sales, gross receipts or similar taxes, party. but excluding US income taxes based upon FLG’s or FLG D. FLG shall have the right to terminate this Agreement immediately Member’s net taxable income. without advance written notice (i) if Client is engaged in, or B. As additional compensation to FLG, Client will pay FLG the requests that FLG or the FLG Member undertake or ignore any incentive bonus or warrants or options, if any, set forth in Exhibit illegal or unethical activity, or (ii) upon the death or disability of A. the FLG Member. C. Client shall pay FLG all amounts owed to FLG under this E. This Agreement shall be deemed terminated if during any six Agreement upon Client’s receipt of invoice, with no purchase order month period no billable hours occur, with the termination date required. Any invoices more than thirty (30) days overdue will effective on the date of the last billable hour therein. accrue a late payment fee at the rate of one and 50/100 percent Initial: Client _____ FLG _____ Page 1 of 5 190311 FLG-Immersion Confidential Consulting Agreement.docx

DocuSign Envelope ID: 7A0D17BC-D7F3-4C80-841E-58D6A83D6C84 CONFIDENTIAL CONSULTING AGREEMENT F. If at any time during the one (1) year period following termination AGGREGATE CUMULATIVE LIABILITY HEREUNDER, of this Agreement Client shall hire or retain the FLG Member as WHETHER IN CONTRACT, TORT, NEGLIGENCE, an employee, consultant or independent contractor, AND in so MISREPRESENTATION, STRICT LIABILITY OR doing induce, compel or cause FLG Member to leave FLG as a OTHERWISE, SHALL NOT EXCEED AN AMOUNT EQUAL precondition to commencing or continuing employment or TO THE LAST TWO (2) MONTHS OF FEES PAYABLE BY consultancy with Client, Client shall immediately pay to FLG in CLIENT UNDER PARAGRAPH 2(A) OF THIS AGREEMENT. readily available funds a recruiting fee equal to the annualized CLIENT ACKNOWLEDGES THAT THE COMPENSATION amount of Fees payable hereunder, which shall equal either (i) 260 PAID BY IT UNDER THIS AGREEMENT REFLECTS THE multiplied by the daily rate, if this Agreement provides for Fees ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT payable by daily rate, or (ii) 2,100 multiplied by the hourly rate, if AND THAT FLG WOULD NOT ENTER INTO THIS this Agreement provides for Fees payable by hourly rate, AGREEMENT WITHOUT THESE LIMITATIONS ON ITS multiplied by thirty percent (30%). LIABILITY. THIS PARAGRAPH SHALL NOT APPLY TO EITHER PARTY WITH RESPECT TO A BREACH OF ITS 5. Disclosures CONFIDENTIALITY OBLIGATIONS. A. IRS Circular 230. To ensure compliance with requirements A. As a condition for recovery of any amount by Client against FLG, imposed by the IRS effective June 20, 2005, FLG hereby informs Client shall give FLG written notice of the alleged basis for Client that any tax advice offered during the course of providing, liability within ninety (90) days of discovering the circumstances or arising out of, the Services rendered pursuant to this Agreement, giving rise thereto, in order that FLG will have the opportunity to unless expressly stated otherwise, is not intended or written to be investigate in a timely manner and, where possible, correct or used, and cannot be used, for the purpose of: (i) avoiding tax- rectify the alleged basis for liability; provided that the failure of related penalties under the Internal Revenue Code, or (ii) Client to give such notice will only affect the rights of Client to the promoting, marketing or recommending to another party any tax- extent that FLG is actually prejudiced by such failure. related matter(s) said tax advice address(es). Notwithstanding anything herein to the contrary, Client must assert B. Attorney-Client Privilege. Privileged communication disclosed to any claim against FLG by the sooner of: (i) ninety (90) days after FLG or FLG Member may waive the privilege through no fault of discovery; (ii) ninety (90) days after the termination of this FLG. FLG strongly recommends that Client consult with legal Agreement; (iii) ninety (90) days after the last date on which the counsel before disclosing privileged information to FLG or FLG Services were performed; or, (iv) sixty (60) days after completion Member. Pursuant to Paragraph 6, neither FLG nor FLG Member of a financial or accounting audit for the period(s) to which a claim will be responsible for damages caused through Client’s waiver of pertains. privilege, whether deliberate or inadvertent, by disclosing such 7. Indemnification. information to FLG or FLG Member. A. FLG and FLG Member acting in relation to any of the affairs of 6. DISCLAIMERS AND LIMITATION OF LIABILITY. Client shall, to the fullest extent permitted by law, as now or EXCEPT AS EXPRESSLY SET FORTH HEREIN, ALL hereafter in effect, be indemnified and held harmless, and such SERVICES TO BE PROVIDED BY FLG AND FLG MEMBER right to indemnification shall continue to apply to FLG and FLG (FOR PURPOSES OF THIS PARAGRAPH 6, COLLECTIVELY Member following the term of this Agreement out of the assets and “FLG”) HEREUNDER ARE PROVIDED “AS IS” WITHOUT profits of the Client from and against all actions, costs, charges, ANY WARRANTY WHATSOEVER. CLIENT RECOGNIZES losses, damages, liabilities and expenses which FLG or FLG THAT THE “AS IS” CLAUSE OF THIS AGREEMENT IS AN Member, or FLG’s or FLG Member’s heirs, executors or IMPORTANT PART OF THE BASIS OF THIS AGREEMENT, administrators, shall or may incur or sustain by or by reason for WITHOUT WHICH FLG WOULD NOT HAVE AGREED TO any act done, concurred in or omitted in or about the execution of ENTER INTO THIS AGREEMENT. FLG EXPRESSLY FLG’s or FLG Member’s duty or services performed on behalf of DISCLAIMS ALL OTHER WARRANTIES, TERMS OR Client; and Client shall advance the reasonable attorney’s fees, CONDITIONS, WHETHER EXPRESS, IMPLIED, OR costs and expenses incurred by FLG or FLG’s Member in STATUTORY, REGARDING THE PROFESSIONAL connection with litigation related to the foregoing on the same SERVICES, INCLUDING ANY, WARRANTIES OF basis as such advancement would be available to the Client’s MERCHANTABILITY, TITLE, FITNESS FOR A officers and directors, PROVIDED THAT Client shall not be PARTICULAR PURPOSE AND INFRINGEMENT. NO obligated to make payments to or on behalf of any person (i) in REPRESENTATION OR OTHER AFFIRMATION OF FACT connection with services provided by such person outside the REGARDING THE SERVICES PROVIDED HEREUNDER scope of Services contemplated by this Agreement, and not SHALL BE DEEMED A WARRANTY FOR ANY PURPOSE OR authorized or consented to by Client’s CEO or Board of Directors, GIVE RISE TO ANY LIABILITY OF FLG WHATSOEVER. or (ii) in respect of any (a) gross negligence or willful misconduct of such person, or (b) negligence of such person, but only to the IN NO EVENT SHALL FLG BE LIABLE FOR ANY extent that FLG’s errors and omissions liability insurance would INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, cover such person for such negligence without regard to Client’s PUNITIVE OR CONSEQUENTIAL DAMAGES, UNDER ANY obligation to indemnify FLG hereunder. CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO: LOST PROFITS; REVENUE OR SAVINGS; WAIVER BY B. FLG and FLG Member shall have no liability to Client relating to CLIENT, WHETHER INADVERTENT OR INTENTIONAL, OF the performance of its duties under this agreement except in the CLIENT’S ATTORNEY-CLIENT PRIVILEGE THROUGH event of FLG’s or FLG Member’s gross negligence or willful CLIENT’S DISCLOSURE OF LEGALLY PRIVILEGED misconduct. INFORMATION TO FLG; OR THE LOSS, THEFT, C. FLG and FLG Member agree to waive any claim or right of action TRANSMISSION OR USE, AUTHORIZED OR OTHERWISE, FLG or FLG Member might have whether individually or by or in OF ANY DATA, EVEN IF CLIENT OR FLG HAVE BEEN the right of Client, against any director, secretary and other officers ADVISED OF, KNEW, OR SHOULD HAVE KNOWN, OF THE of Client and the liquidator or trustees (if any) acting in relation to POSSIBILITY THEREOF. NOTWITHSTANDING ANYTHING any of the affairs of Client and every one of them on account of IN THIS AGREEMENT TO THE CONTRARY, FLG’S any action taken by such director, officer, liquidator or trustee or Initial: Client _____ FLG _____ Page 2 of 5 190311 FLG-Immersion Confidential Consulting Agreement.docx

DocuSign Envelope ID: 7A0D17BC-D7F3-4C80-841E-58D6A83D6C84 CONFIDENTIAL CONSULTING AGREEMENT the failure of such director, officer, liquidator or trustee to take any B. This Agreement will be governed by and construed in accordance action in the performance of his duties with or for Client; with the laws of California without giving effect to any choice of PROVIDED THAT such waiver shall not extend to any matter in law principles that would require the application of the laws of a respect of any gross negligence or willful misconduct which may different jurisdiction. attach to any such persons. C. Any claim, dispute, or controversy of whatever nature arising out 8. Representations and Warranties. of or relating to this Agreement (including any other agreement(s) contemplated hereunder), including, without limitation, any action A. Each party represents and warrants to the other that it is authorized or claim based on tort, contract, or statute (including any claims of to enter into this Agreement and can fulfill all of its obligations breach or violation of statutory or common law protections from hereunder. discrimination, harassment and hostile working environment), or B. FLG and FLG Member warrant that they shall perform the Services concerning the interpretation, effect, termination, validity, diligently, with due care, and in accordance with prevailing performance and/or breach of this Agreement (“Claim”), shall be industry standards for comparable engagements and the resolved by final and binding arbitration before a single arbitrator requirements of this Agreement. FLG and FLG Member warrant (“Arbitrator”) selected from and administered by the San Francisco that FLG Member has sufficient professional experience to office of JAMS (the “Administrator”) in accordance with its then perform the Services in a timely and competent manner. existing commercial arbitration rules and procedures. The arbitration shall be held in San Francisco, California. The C. Each party represents and warrants that it has and will maintain a Arbitrator shall, within fifteen (15) calendar days after the policy or policies of insurance with reputable insurance companies conclusion of the Arbitration hearing, issue a written award and providing the members, officers and directors, as the case may be, statement of decision describing the essential findings and of itself with coverage for losses from wrongful acts. FLG conclusions on which the award is based, including the calculation covenants that it has an error and omissions insurance policy in of any damages awarded. The Arbitrator also shall be authorized place in the form provided to Client prior to or contemporaneously to grant any temporary, preliminary or permanent equitable with the date of execution of this Agreement and will continue to remedy or relief he or she deems just and equitable and within the maintain such policy or equivalent policy provided that such policy scope of this Agreement, including, without limitation, an or equivalent policy shall be available at commercially reasonable injunction or order for specific performance. Each party shall bear rates. its own attorneys’ fees, costs, and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the 9. Work Product License. The parties do not anticipate that FLG or FLG Administrator and the Arbitrator; provided, however, the Member will create any intellectual property for Client in performing Arbitrator shall be authorized to determine whether a party is the the Services pursuant to this Agreement. However, FLG and FLG prevailing party, and if so, to award to that prevailing party Member grant to Client a world-wide, perpetual, exclusive, royalty- reimbursement for its reasonable attorneys’ fees, costs and free, irrevocable license to use and create derivative works from all disbursements, and/or the fees and costs of the Administrator and tangible and electronic documents, spreadsheets, and financial models the Arbitrator. The Arbitrator's award may be enforced in any court (collectively, “Work Product”) produced or authored by FLG Member of competent jurisdiction. Notwithstanding the foregoing, nothing in the course of performing the Services pursuant to this Agreement. in this Paragraph 10(C) will restrict either party from applying to Any patent rights arising out of the Services will be assigned to and any court of competent jurisdiction for injunctive relief. owned by Client and not FLG or FLG Member. All other rights, including, but not limited to, the residual memory of any methods, D. Neither party may assign its rights or delegate its obligations discoveries, developments, improvements, know-how, ideas, insights, hereunder, either in whole or in part, whether by operation of law analytical concepts and skills directly inherent to, or reasonably or otherwise, without the prior written consent of the other party; required for, the competent execution of FLG Member’s profession as provided, however, that FLG may assign its rights and delegate its a chief financial officer are reserved in their entirety by FLG and FLG obligations hereunder to any affiliate of FLG. The rights and Member. liabilities of the parties under this Agreement will bind and inure to the benefit of the parties’ respective successors and permitted 10. Miscellaneous. assigns. A. Any notice required or permitted to be given by either party hereto E. If any provision of this Agreement, or the application thereof, shall under this Agreement shall be in writing and shall be personally for any reason and to any extent be invalid or unenforceable, the delivered or sent by a reputable courier mail service (e.g., Federal remainder of this Agreement and application of such provision to Express) or by facsimile confirmed by reputable courier mail other persons or circumstances shall be interpreted so as best to service, to the other party as set forth in this Paragraph 10(A). reasonably effect the intent of the parties. The parties further agree Notices will be deemed effective two (2) days after deposit with a to replace such void or unenforceable provision of this Agreement reputable courier service or upon confirmation of receipt by the with a valid and enforceable provision that will achieve, to the recipient from such courier service or the same day if sent by extent possible, the economic, business and other purposes of the facsimile and confirmed as set forth above. void or unenforceable provision. If to FLG: F. This Agreement, the Exhibits, and any executed Non-Disclosure Jeffrey S. Kuhn Agreements specified herein and thus incorporated by reference FLG Partners, LLC constitute the entire understanding and agreement of the parties P.O. Box 556 with respect to the subject matter hereof and thereof and supersede 7 East Road all prior and contemporaneous agreements or understandings, Ross, CA ###-###-#### express or implied, written or oral, between the parties with respect Tel: 415 ###-###-#### hereto. The express terms hereof control and supersede any course Fax: 415 ###-###-#### of performance or usage of the trade inconsistent with any of the E-mail: ***@*** terms hereof. If to Client: the address, telephone numbers and email address G. Any term or provision of this Agreement may be amended, and the shown below Client’s signature on the signature page. observance of any term of this Agreement may be waived, only by Initial: Client _____ FLG _____ Page 3 of 5 190311 FLG-Immersion Confidential Consulting Agreement.docx

DocuSign Envelope ID: 7A0D17BC-D7F3-4C80-841E-58D6A83D6C84 CONFIDENTIAL CONSULTING AGREEMENT a writing signed by the parties. The waiver by a party of any breach then the non-performing, hindered or delayed party shall be hereof for default in payment of any amount due hereunder or excused for such non-performance, hindrance or delay, as default in the performance hereof shall not be deemed to constitute applicable, of those obligations affected by the Force Majeure a waiver of any other default or succeeding breach or default. Event for as long as such Force Majeure Event continues and such party continues to use its best efforts to recommence performance H. Subject to Client’s approval, which shall not be unreasonably whenever and to whatever extent possible without delay, including withheld, upon completion of the engagement hereunder FLG may through the use of alternate sources, workaround plans or other place customary “tombstone” advertisements using Client’s logo means. and name in publications of FLG’s choice at its own expense, and/or cite the engagement in similar fashion on FLG’s website. K. This Agreement may be executed in any number of counterparts and by the parties on separate counterparts, each of which when I. If Client discloses FLG Member’s name on Client’s website (such executed and delivered shall constitute an original, but all the as in an executive biography, for example), press releases, SEC counterparts together constitute one and the same instrument. filings and other public documents and media, then Client shall include in the description of FLG Member a sentence substantially L. This Agreement may be executed by facsimile signatures the same as “[FLG Member] is also a partner at FLG Partners, a (including electronic versions of this document in Adobe Acrobat leading CFO services firm in Silicon Valley.” Portable Document Format form which contain scanned or secure, digitally signed signatures) by any party hereto and such signatures J. If and to the extent that a party’s performance of any of its shall be deemed binding for all purposes hereof, without delivery obligations pursuant to this Agreement is prevented, hindered or of an original signature being thereafter required. delayed by fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, riots, civil disorders, rebellions or M. Survivability. The following Paragraphs shall survive the revolutions, or any other similar cause beyond the reasonable termination of this Agreement: 6 (“Disclaimers and Limitation of control of such party (each, a “Force Majeure Event”), and such Liability”); 7 (“Indemnification”); 8 (“Representations and non-performance, hindrance or delay could not have been Warranties”); 9 (“Work Product License”); and 10 prevented by reasonable precautions of the non-performing party, (“Miscellaneous”). IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date. CLIENT: FLG: Immersion Corporation, FLG Partners, LLC, a Delaware corporation. a California limited liability company. By: Amie Peters By: Jeffrey S. Kuhn Signed: Signed: Title: General Counsel Title: Administrative Partner Address: 50 Rio Robles Effective Date: March 11, 2019 San Jose, CA 95134 Tel: 408 ###-###-#### Fax: 408 ###-###-#### Email: ***@*** REMAINDER OF THIS PAGE LEFT BLANK Initial: Client _____ FLG _____ Page 4 of 5 190311 FLG-Immersion Confidential Consulting Agreement.docx

DocuSign Envelope ID: 7A0D17BC-D7F3-4C80-841E-58D6A83D6C84 CONFIDENTIAL CONSULTING AGREEMENT EXHIBIT A 1. Description of Services: Financial advisory services. 2. FLG Member: Bern Whitney. 3. Fees: $450 per hour, subject to any hourly maximums that Client may establish from time to time. 4. Additional Compensation: None. 5. Deposit: $10,000. 6. Term: Indefinite, and terminable pursuant to Paragraph 4 of the Agreement. 7. Non-Disclosure Agreement: FLG-Client Mutual Non-Disclosure Agreement dated March 4, 2019 (the “NDA”). REMAINDER OF THIS PAGE LEFT BLANK Initial: Client _____ FLG _____ Page 5 of 5 190311 FLG-Immersion Confidential Consulting Agreement.docx

Certificate Of Completion Envelope Id: 7A0D17BCD7F34C80841E58D6A83D6C84 Status: Completed Subject: Please DocuSign: 190311 FLG-Immersion Confidential Consulting Agreement.pdf Source Envelope: Document Pages: 5 Signatures: 2 Envelope Originator: Certificate Pages: 5 Initials: 8 Jeffrey S. Kuhn AutoNav: Enabled PO Box 556 EnvelopeId Stamping: Enabled Ross, CA 94957 Time Zone: (UTC-08:00) Pacific Time (US & Canada) ***@*** IP Address: Record Tracking Status: Original Holder: Jeffrey S. Kuhn Location: DocuSign 3/11/2019 4:30:11 PM ***@*** Signer Events Signature Timestamp Jeffrey S. Kuhn Sent: 3/11/2019 4:32:04 PM ***@*** Viewed: 3/11/2019 4:32:12 PM Administrative Partner Signed: 3/11/2019 4:32:21 PM FLG Partners Signature Adoption: Uploaded Signature Image Security Level: Email, Account Authentication (None) Using IP Address: Electronic Record and Signature Disclosure: Not Offered via DocuSign Anne Peters Sent: 3/11/2019 4:32:22 PM ***@*** Viewed: 3/11/2019 4:33:48 PM SVP, IP Licensing and Legal Affairs Signed: 3/11/2019 4:34:13 PM Security Level: Email, Account Authentication (None) Signature Adoption: Drawn on Device Using IP Address: Electronic Record and Signature Disclosure: Accepted: 3/4/2019 3:02:55 PM ID: 153a7a45-7a32-431f-8230-c3d4daf15ed2 In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Bern Whitney Sent: 3/11/2019 4:34:14 PM ***@*** Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 10/14/2016 9:55:03 AM ID: 2f9542e8-a999-4e73-a193-0b00819d6330

Carbon Copy Events Status Timestamp Wendy Whitworth Sent: 3/11/2019 4:34:14 PM ***@*** Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 3/11/2019 4:34:14 PM Certified Delivered Security Checked 3/11/2019 4:34:14 PM Signing Complete Security Checked 3/11/2019 4:34:14 PM Completed Security Checked 3/11/2019 4:34:14 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure

Electronic Record and Signature Disclosure created on: 2/1/2016 2:35:46 PM Parties agreed to: Anne Peters, Bern Whitney CONSUMER DISCLOSURE From time to time, FLG Partners (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign, Inc. (DocuSign) electronic signing system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the ‘I agree’ button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after signing session and, if you elect to create a DocuSign signer account, you may access them for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign ‘Withdraw Consent’ form on the signing page of a DocuSign envelope instead of signing it. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures

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