Contract analysis

1. Scope of Engagement The Firm will represent you, Marguerite D. Fonseca, and, as applicable, your wholly-owned entities Flor de Luna Publishing, LLC, a California single-member limited liability company ("FDL Publishing"), and Mariposa Sound Recordings, LLC, a California single-member limited liability company ("Mariposa Sound"). For purposes of this engagement letter, you individually and FDL Publishing and Maripo

2. Engagement Team The following attorneys have been assigned to this matter and will be principally responsible for the Firm's work on Client's behalf: Responsible Partner — Alan Ngo. Mr. Ngo is a Partner in the Firm's intellectual Property practice group. He has over twenty-two (22) years of experience in complex copyright litigation and music industry disputes, including federal jury trials, appeals, and high-valu

3. Fee Arrangement Given the strength of Client's claims based on the information currently available and the nature of the dispute, the Firm proposes a hybrid fee arrangement that combines reduced hourly rates with a contingency component. The details of this arrangement are set forth below. (a) Reduced Hourly Rates The Firm will bill for its services at the following reduced hourly rates: The reduced hourly rates s

4. Billing The Firm will submit monthly invoices to Client detailing the professional services rendered and the costs and expenses incurred during the preceding calendar month. Each invoice will be itemized by timekeeper and will include a description of the services performed, the date on which such services were performed, the time expended (in tenths of an hour), and the applicable billing rate. Costs and expenses

5. Retainer Upon execution of this engagement letter, Client agrees to provide an initial retainer in the amount of Twenty-Five Thousand Dollars ($25,000.00). The retainer shall be submitted by check payable to "Calderwood & Harkness LLP Client Trust Account" or by wire transfer to the Firm's client trust account (IOLTA), the details of which will be provided separately. The retainer will be deposited into and held i

6. Communication and Decision-Making The Firm recognizes the importance of maintaining clear and timely communication with Client throughout the course of this engagement. The Firm will keep Client reasonably informed of the progress and status of the matter, including all significant developments, deadlines, and strategic considerations. The Firm will provide periodic status updates by telephone, email, or written c

7. Termination Either party may terminate this engagement at any time upon thirty (30) days' prior written notice to the other party. The Firm's right to withdraw from the engagement is subject to the applicable rules of professional conduct, including the California Rules of Professional Conduct, Rule 1.16, and, if the matter is then pending before a court, to any requirement for court approval of the Firm's withdra

8. Conflicts of Interest Prior to accepting this engagement, the Firm conducted a comprehensive conflicts check with respect to all known parties, including Crescendo Digital Media, Inc., its Chief Executive Officer Nikolai R. Sorensen, its General Counsel Priya Chandrasekaran, and its known outside counsel, Hargrove, Pennington & Cao LLP. Based on this review, no conflicts of interest have been identified that would

9. No Guarantee of Outcome While the Firm believes that Client's claims against Crescendo are strong based on the information currently available to the Firm — including, among other things, Client's well-documented ownership of two hundred fourteen (214) registered musical compositions and one hundred eighty-eight (188) registered sound recordings, the undisputed expiration of the Peregrine Music Group blanket licen

10. Confidentiality and Privilege All communications between Client and the Firm in connection with this engagement, whether oral or written, are intended to be confidential and are protected by the attorney-client privilege to the fullest extent permitted by applicable law. Similarly, all work product prepared by the Firm in connection with this engagement — including legal memoranda, research, analysis, drafts of p

11. Document Retention Upon the conclusion of this matter, whether by settlement, judgment, dismissal, or otherwise, the Firm will retain physical and electronic files related to the engagement for a period of seven (7) years from the date the matter is formally closed in the Firm's records, in accordance with the Firm's standard document retention policy. During the retention period, Client may request copies of or

12. Governing Law and Dispute Resolution This engagement letter, and the relationship between the Firm and Client, shall be governed by and construed in accordance with the laws of the State of California, without regard to principles of conflicts of law. In the event of any dispute, claim, or controversy arising out of or relating to this engagement letter, or the Firm's representation of Client hereunder — includin