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DocuSign Envelope ID:366FDAE2-AD4E-4249-B7C6-59DC3A919179 <br /> Privileged & Confidential <br /> Orange County,North Carolina <br /> Attn. Mr. John Roberts <br /> January 24, 2019 <br /> Page 5 <br /> 12. Governing Law. The relationship between the Client and the Firm shall be governed by <br /> the substantive law of North Carolina. <br /> 13. Binding Agreement. This Engagement Letter represents the entire agreement between <br /> the Client and the Firm with respect to the Engagement. If all or any part of this Engagement <br /> Letter is or becomes illegal, invalid or otherwise unenforceable, that term shall be severed and <br /> the remainder of the Engagement Letter shall remain valid and enforceable. By signing below, <br /> You acknowledge that You have carefully reviewed this Engagement Letter, understand its <br /> contents, have authority to execute it, and agree to be bound by all of the terms and conditions <br /> contained therein. No change or waiver of any of these provisions shall be binding on either <br /> the Client or the Firm unless the change is in writing and signed by both the Client and the <br /> Firm. Unless the Client and the Firm agree otherwise in writing, this Engagement Letter will <br /> apply to any additional matters the Firm agrees in writing to undertake for the Client. <br /> If you agree that this Engagement Letter accurately reflects the understanding between the <br /> Client and the Firm, countersign in the space below and return a copy to me. Please do not <br /> hesitate to call to discuss any questions You may have regarding this Engagement Letter. The <br /> Firm is very willing to discuss any or all of the above matters, and we encourage You to be <br /> frank about them. <br /> We look forward to working with you. <br /> Very truly yours, <br /> NEXSEN PRUET, PLLC <br /> Janet L. Shires <br /> NPRAL1:1157212.2 <br />