Cabral Bonner | Cabral@Bonnerlaw.com Eric Tirschwell | Etirschwell@Everytown.org Jesse Ryder | Ryderlawfirm@gmail.com

Retainer Agreement

Dear ________________,

We are pleased that you (the “Client” or “you”) have asked The Law Offices of Bonner & Bonner (“Bonner”), Ryder Law Firm (“Ryder”), and Everytown Law (a part of Everytown for Gun Safety Support Fund) (“Everytown”) (collectively, “Counsel” or “we” or “us”) to perform legal services for you. To foster better client understanding, and consistent with New York law, this letter explains the terms of the legal services that we have agreed to perform for you.

1. Description of Legal Services. We are representing you in connection with exploring potential litigation related to the May 14, 2022 shooting at the Tops Friendly Market in Buffalo, New York (“the Legal Services” or “the Matter”). The scope of services to be provided to you by Counsel is limited to the Matter set forth above, and Counsel is not agreeing to represent you in any other potential litigation or other matters.
2. Joint Representation of Clients. This Matter includes the representation of multiple clients. Counsel’s concurrent representation of multiple clients could constitute a potential conflict of interest. You each have a right to seek independent legal counsel in connection with the advisability of waiving this potential conflict, and you are entitled to a reasonable opportunity to do so. In Counsel’s opinion, because you all will share a common interest in pursuing the Matter described in this letter, no actual conflict of interest exists at this time. If your interests diverge during the course of representation, further disclosure and waiver of conflict, or withdrawal from representation, will be required. Should an actual conflict of interest develop among you that cannot be resolved through disclosure and waiver of the conflict, Counsel shall decline to represent you in any matter in connection with that dispute. By signing this letter, you knowingly and voluntarily consent to concurrent representation by Counsel. As a general matter, communications between a client and their counsel are privileged and confidential. In a joint representation, each of the participating clients is entitled to know what any of the other clients has told us, as well as what we have learned from third parties in connection with the representation. As among the jointly represented clients, there is no privileged or confidential information concerning matters within the scope of the representation. In other words, by agreeing to a joint representation, each client agrees that Counsel may not, need not and will not keep any secrets from any other joint client. On the other hand, each client’s communications to us in the course of the joint representation will generally be privileged as to third parties. Similarly, as a general matter, each jointly represented client is obliged to protect the confidences of the other jointly represented clients from disclosure to third parties. However, if a dispute were to arise between any of the jointly represented clients, information communicated in the course of the joint representation would not be privileged or confidential in a proceeding to resolve the dispute.
3. Representation of Other Clients. At the same time that Counsel is representing Client in this Matter, Counsel, including one or more of the same attorneys who is representing you, is also representing or expects to be representing approximately 30 other clients in connection with the May 14, 2022 shooting at Tops Friendly Market in Buffalo, New York, with respect to a wide variety potential claims they might have, including but not limited to wrongful death, personal injury, and non-physical injuries (the “Other Clients”). Based on the information you and the Other Clients have each given Counsel, we are not aware of any conflict of interest that would preclude Counsel from representing both you and the Other Clients concurrently. By signing below, you confirm that you and the Other Clients are not joint clients of Counsel in this matter, regardless of the fact that you may have common interests in the subject matter of the representation. That is, Counsel is representing you and the Other Clients concurrently, but separately, as follows. (These same terms apply with equal force to one or more Counsel that it is subsequently engaged to represent one of more of the Other Clients in the Matter.)

• As a general matter, communications between a client and counsel are privileged and confidential. While we will of course use reasonable efforts not to disclose privileged information obtained individually from you in the course of our representation, you understand that because we are either currently representing or may in the future represent multiple clients in connection with potential claims arising out of the May 14, 2022 shooting at Tops Friendly Market in Buffalo, New York, we cannot shut out of our minds information each client provides to us and we may therefore use information provided to us by you in our representation of the Other Clients. You also understand and agree that you cannot compel us to disclose to you information shared with us by the Other Clients.


• Based on our present understanding of the facts and the issues in the Matter, we do not now expect a divergence of interest to occur between you and the Other Clients, but it is possible that this could change. If a divergence or conflict of interest were to arise between you and the Other Clients, Counsel would have to consider recommending our withdrawal from representing one or both of you. You acknowledge and agree that if Counsel determines that they need to withdraw from representing you, (a) we may continue to represent one or more of the Other Clients at our sole option, (b) information provided by you to us may be used in the representation of the Other Clients, and (c) you will need to retain separate counsel and shall not seek to disqualify Counsel from representing the Other Clients.


• There is also the possibility that you may choose to withdraw from the representation under circumstances where there is not a divergence or conflict of interest that necessitates your separate representation. This should not interfere with our ability (including the same attorneys representing you) to continue to represent the Other Clients. Accordingly, in the event you withdraw from the representation under such circumstances, you hereby (a) consent to our (including the same attorneys representing you) continuing representation of the Other Clients, (b) agree that information provided by you to Counsel prior to your withdrawal from the representation may be used in the representation of the Other Clients, and (c) agree that you will not seek to disqualify Counsel from continuing to represent the Other Client.

If you have questions about how the foregoing Joint Representation of Clients or Representation of Other Clients might affect you or wish to discuss these representations with another adviser, we urge you to do so.

4. Fees for Bonner’s and Ryder’s Legal Services. Bonner and Ryder have agreed to represent you in the Matter on a contingency fee basis, the terms of which are contained in Exhibit A hereto. You understand that Bonner and Ryder do not contemplate sharing with Everytown any fees recovered pursuant to the terms set forth in Exhibit A.
5. No Charge for Everytown’s Legal Services. Everytown’s legal assistance will be provided on a pro bono basis, and we therefore will not charge you for any attorneys’ fees relating to the Matter. Everytown agrees to advance certain costs for the Matter that are not paid by Bonner and Ryder in accordance with Exhibit A hereto, such as court costs, Everytown’s own travel expenses, photocopying, mailing, printing, and telephone charges, all as consistent with the provisions of New York Rule of Professional Conduct 1.8 (the “Costs”). In the event of a recovery by you of your Costs pursuant to any provision of applicable law that authorizes shifting of fees and/or costs, you will pay Everytown the amount of that recovery, with the amount paid to Everytown pursuant to this sentence not to exceed the Costs advanced by Everytown. Under no circumstances will Clients be responsible for payment to Everytown for Costs absent an award of fee-shifting that results in a recovery by Clients for Costs that were advanced by Everytown. By signing this letter, you authorize Counsel to apply to the court for a fee and costs award from one or more of the defendants as authorized by law. You also agree to cooperate with Counsel in those efforts and you authorize Counsel to accept and keep any fee and costs awarded by a court or paid by an opposing party in settlement of a fee and costs claim, to the fullest extent authorized by law.
6. Relationship between Bonner, Ryder and Everytown. Bonner, Ryder and Everytown will represent Clients in connection with this Matter and will assume joint responsibility for the Matter.
7. Cooperation. In order for us to effectively render the services contemplated, you agree to disclose fully and accurately all facts pertinent to this Matter and to keep us apprised of all developments relating to the Matter. You agree to cooperate fully with us and to make yourself available to attend phone conferences, meetings, discovery proceedings and conferences, hearings and other proceedings as may be necessary.
8. Confidentiality of Information. Counsel will comply with their obligations under applicable rules of professional conduct for attorneys (the “Rules”) that govern the disclosure and use of confidential information (as that term is defined in the Rules) and only use or disclose such confidential information to the extent authorized by the Rules.
9. No Representations. It is specifically acknowledged by you that Counsel has made no representations to you, express or implied, concerning the outcome of the Matter. You are aware of the hazards of litigation. You understand that in the event of an unfavorable result in any litigation, the opposing party may seek an award against plaintiffs for its costs and fees. Should the opposing party obtain an award against you, Everytown agrees to cover that cost to the extent permitted by the applicable Rules of Professional Conduct. You further acknowledge that Counsel has not guaranteed, and cannot guarantee, the success of any action Counsel takes on your behalf with respect to the Matter.
10. Waiver of Conflicts. Bonner and Ryder are law firms that represents many different clients in a variety of matters. Everytown is a large organization that may represent many types of clients in many different kinds of matters relating to gun safety. By signing this letter, you agree that, even though they will be representing you in this case, Counsel remains free to represent any present or future client in any other matter, even if the interests of that client in that other matter are adverse to yours, so long as that other matter is not the same as or substantially related to our representation of you here, does not require Counsel to use any confidential information that it learned in representing you, and does not create a significant risk of adversely affecting Counsel’s exercise of its professional judgment on your behalf. If you have questions about how the Waiver of Conflicts might affect you or wish to discuss the conflicts waiver with another adviser, we urge you to do so.
11. Preservation Obligations. You should be aware that the law may require immediate steps to be taken to preserve relevant documents and electronic data upon the reasonable anticipation of litigation. Failure to undertake preservation efforts upon the reasonable anticipation of litigation may result in serious adverse consequences to you during a litigation, including monetary sanctions, adverse jury instructions and even dismissal. If your matter involves pending or anticipated litigation, you agree that you will confer with Counsel concerning reasonable and appropriate preservation steps that might be taken.
12. Withdrawal from Representation. You have the right to terminate Counsel’s representation at any time. Under some circumstances, Counsel may decide to stop performing the Legal Services for you, subject to applicable provisions of the New York Rules of Professional Conduct. For example, this might happen if you do not honor the terms of this letter, if Counsel finds it cannot represent you adequately due to your lack of cooperation, or if Counsel cannot get in touch with you to discuss your case after several attempts to reach you. It might also occur if something happens that Counsel believes would make continuing to represent you unlawful or unethical. If Counsel seeks to withdraw consistent with the New York Rules of Professional Conduct, you agree to take all steps necessary (including signing documents) to free Counsel of any further obligation to perform the Legal Services. In some cases, Counsel may be required to get the permission of the judge to stop representing you. Exhibit A hereto includes additional provisions with respect to Bonner and Ryder ceasing their representation of Client, including the fee arrangements applicable in such a situation. Even if Counsel no longer represents you, this letter will remain effective. This letter explains the entire agreement that Counsel has with you about the Matter. Any changes to this letter can only be made in an agreement that is signed by you and Counsel, except that the terms of Exhibit A may be modified in a writing signed by you and Bonner.
13. Publicity. By signing this letter, you agree to confer with Counsel before communicating with the media, responding to press inquiries, or making public statements about the Matter as described in this letter. You further agree to coordinate with Counsel when communicating confidential or strategic information regarding the Matter to the media, potential or actual defendants, or any other non-clients to ensure that such communications do not compromise your interests or position. Sharing confidential or strategic information with any non-client could jeopardize your and Counsel’s ability to keep attorney-client communications confidential in future proceedings. Counsel prepares and disseminates informational materials that discuss our litigation work. We may identify you as a client and/or generally describe work we perform for you based on public information. If you do not agree to such references to our representation of you, please let us know; otherwise, by signing below you agree to Counsel’s use of such references as described above.
14. Arbitration. You and Counsel agree that any dispute that may arise regarding the legal services provided by Counsel to you concerning and pursuant to this letter, including, without limitation, claims of malpractice or breach of fiduciary duty, or for nonpayment of charges, expenses, or disbursements, shall be referred to and finally resolved by confidential and binding arbitration in Buffalo, NY, administered by the American Arbitration Association in accordance with its rules and procedures by a single, neutral arbitrator appointed in accordance therewith. The prevailing party will be entitled to all reasonable attorneys’ fees and costs incurred in such arbitration, including the cost of establishing the amount of those attorneys’ fees and costs. Judgment thereon can be entered in any court of competent jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. We also advise you that in the event of a dispute that cannot be readily resolved, you may have the right to request arbitration in New York City under Part 137 of the Rules of the Chief Administrator of the Office of Court Administration of the New York State Unified Court System or under applicable bar association procedures. By signing this engagement letter, you waive that right and agree to binding private arbitration as provided above.
15. Choice of Law. This agreement shall be governed by and interpreted in accordance with the laws of the State of New York, without regard to such state's conflicts of laws principles.
16. Client Rights and Responsibilities. We are attaching relevant portions of the New York State Statement of Clients Rights and Responsibilities. Please review carefully.

* * *

Please read this letter carefully. If you agree that this letter correctly describes the Legal Services and the terms and conditions that apply to them, please sign a copy of this letter in the space provided below and return that signed copy to Counsel.
Please contact Attorneys Cabral Bonner or Eric Tirschwell directly at (415) 331-3070 if you have any questions. We very much look forward to working with you.

Sincerely,
The Law Offices of Bonner & Bonner,
The Ryder Law Firm and Everytown Law

By:_______________________________________
A. Cabral Bonner
The Law Offices of Bonner & Bonner
cabral@bonnerlaw.com

By:__________________________________
Jesse Ryder
Ryder Law Firm
ryderlawfirm@gmail.com

By:__________________________________
Eric Tirschwell
Executive Director and Chief Litigation Counsel
Everytown Law
etirschwell@everytown.org

By: _________________________
Client: _________________________ Date: _________________________

STATEMENT OF CLIENT’S RIGHTS AND RESPONSIBILITIES

Your attorneys are providing you with this document to inform you of what you, as a client, are entitled to by law or by custom. To help prevent any misunderstanding between you and your attorneys, please read this document carefully.
If you ever have any questions about these rights, or about the way your case is being handled, do not hesitate to ask your attorneys. They should be readily available to represent your best interests and keep you informed about your case.

Statement of Client’s Rights

1. You are entitled to be treated with courtesy and consideration at all times by your lawyers and nonlawyer personnel in your lawyer’s office.
2. You are entitled to have your attorneys handle your legal matter competently and diligently, in accordance with the highest standards of the profession. If you are not satisfied with how your matter is being handled, you have the right to discharge your attorneys and terminate the attorney-client relationship at any time. (Court approval may be required in some matters, and your attorneys may have a claim against you for the value of services rendered to you up to the point of discharge.)
3. You are entitled to your lawyers’ independent professional judgment and undivided loyalty uncompromised by conflicts of interest.
4. You are entitled to have your questions and concerns addressed promptly and to receive a prompt reply to your letters, telephone calls, emails faxes, and other communications.
5. You are entitled to be kept reasonably informed as to the status of your matter and are entitled to have your attorneys promptly comply with your reasonable requests for information, including your requests for copies of papers relevant to the matter. You are entitled to sufficient information to allow you to participate meaningfully in the development of your matter and make informed decisions regarding the representation.
6. You are entitled to have your legitimate objectives respected by your attorneys. In particular, the decision of whether to settle your matter is yours and not your lawyers.’ (Court approval of a settlement is required in some matters.)
7. You have the right to privacy in your communications with your lawyers and to have your confidential information preserved by your lawyers to the extent required by law.
8. You are entitled to have your attorneys conduct themselves ethically in accordance with the Illinois and New York Rules of Professional Conduct.
9. You may not be refused representation on the basis of race, creed, color, religion, sex, sexual orientation, age, national origin or disability.

Statement of Client’s Responsibilities

Reciprocal trust, courtesy and respect are the hallmarks of the attorney-client relationship. Within that relationship, the client looks to the attorneys for expertise, education, sound judgment, protection, advocacy and representation. These expectations can be achieved only if the client fulfills the following responsibilities:

1. The client is expected to treat the attorneys and their staff with courtesy and consideration.
2. The client’s relationship with the attorneys must be one of complete candor and the attorneys must be apprised of all facts or circumstances of the matter being handled by the attorneys even if the client believes that those facts may be detrimental to the client’s cause or unflattering to the client.
3. Although the client should expect that his or her correspondence, telephone calls and other communications will be answered within a reasonable time frame, the client should recognize that the attorneys have other clients equally demanding of their time and attention.
4. The client should maintain contact with the attorneys, promptly notify the attorneys of any change in telephone number or address and respond promptly to a request by the attorneys for information and cooperation.
5. The client must realize that the attorneys need respect only legitimate objectives of the client and that the attorneys will not advocate or propose positions which are unprofessional or contrary to law or the Illinois or New York Rules of Professional Conduct.

EXHIBIT A
CONTINGENCY FEE AGREEMENT WITH
THE LAW OFFICES OF BONNER & BONNER AND RYDER LAW FIRM

To The Law Offices of Bonner & Bonner and Ryder Law Firm (“Attorney”): The undersigned, Client, residing at ____________________________________ hereby retain Attorney in connection with the Matter as described above and in accordance with the terms of the above letter. This Exhibit A is a supplement to that letter intended to comprise the contingency fee agreement between Attorney and Client. Everytown (as defined in the letter) is not a party to this contingency fee agreement. The Client hereby gives you the right to take all legal steps to enforce this claim through trial and appeal. The Attorney shall have the right but not the obligation to represent the Client in any appeal. In consideration of the services rendered and to be rendered by you, the Client agrees to pay you and you are authorized to retain out of any moneys that may come into your hand by reason of the above claim: Twenty five (25%) of the sum recovered, whether recovered by suit, settlement or otherwise. Such percentage shall be computed: ☐ on the net sum recovered after deducting from the amount recovered expenses and disbursements for expert testimony and investigative or other services properly chargeable to the enforcement of the claim or prosecution of the action, In computing the fee, the costs as taxed, including interest upon a judgment, shall be deemed part of the amount recovered. For the following or similar items there shall be no deduction in computing such percentages: liens, assignments or claims in favor of hospitals, for medical care and treatment by doctors and nurses, or self-insurers or insurance carriers. (Clients will be billed for all expenses and disbursements as they occur. These will then be deducted from the amount of recovery before the attorney’s fee is calculated.) ☐ on the gross sum recovered before deducting expenses and disbursements. The attorney has agreed to pay costs and expenses of the action pursuant to Judiciary Law § 488(2)(d) on the gross sum recovered before deducting expenses and disbursements. (This will result in a higher fee for the attorney, but all expenses and disbursements will be deducted from client’s recovery.) In either case, there shall be no deduction in computing such percentages for the following items: liens, assignments or claims in favor of hospitals, for medical care and treatment by doctors and nurses, or self-insurers or insurance carriers. If the cause of action is settled by Client without the consent of Attorney, Client agrees to pay Attorney the above percentage of the full amount of the settlement for the benefit of Client, to whomever paid or whatever called. The Attorney shall have, in the alternative, the option of seeking compensation on a quantum meruit basis to be determined by the court. In such circumstances the court would determine the fair value of the service. Attorney shall have, in addition, Attorney’s taxable costs and disbursements. In the event the Client is represented on appeal by another attorney, Attorney shall have the option of seeking compensation on a quantum meruit basis to be determined by the court. Witness_________________________ Client_________________________ Dated __________________________

☐ __________ Option Number One:Client Remains Liable for Repayment of All Costs and Expenses, Regardless of the Outcome of This Matter. Percentage is computed on the net sum recovered after deducting from the amount recovered expenses and disbursements for experts and investigative or other services properly chargeable to the enforcement of the claim or prosecution of the action, other than any Costs advanced by Everytown in accordance with paragraph 3 of the letter; OR ☐ __________ Option Number Two:The Attorney Agrees to Pay and Remain Liable for All Costs and Expenses, Regardless of the Outcome of This Matter. Percentage is computed on the gross sum recovered before deducting expenses and disbursements, other than any Costs advanced by Everytown in accordance with paragraph 3 of the letter. The Attorney agrees to pay all costs and expenses of the action (other than any Costs advanced by Everytown in accordance with paragraph 3 of the letter) and the Client will not remain responsible for such expenses and disbursements in the event the claim or action is dismissed or otherwise rejected by any court of competent jurisdiction. The following reflects the financial consequences of each of the above two Options, using as an example a case in which there is a recovery of $100,000 - and this number is used only as an example that is easy to understand- and the expenses (excluding any Costs advanced by Everytown in accordance with paragraph 3 of the letter) are $10,000.

Option Number One Example (The Client Remains Liable for Repayment of All Costs and Expenses, Regardless of the Outcome of This Matter): Total recovery $100,000.00 Less expenses and disbursements: -$10,000.00 Less 25% of remaining $90,000.00: $22,500.00 ____________________________ Clients’ recovery: $67,500.00

Option Number Two Example (The Firm Agrees to Pay and Remain Liable for All Costs and Expenses, Regardless of the Outcome of This Matter): Total recovery $100,000.000 Less 25% of $100,000: -$25,000.00 Less expense and disbursements: -$10,000.00 ____________________________ Clients’ recovery: $65,000.00

The Client understands and agrees that, if she has selected Option Number One, Attorney reserves the right, in its sole discretion, to elect to make payment in the first instance of some or all costs, expenses and disbursements (other than any Costs advanced by Everytown in accordance with paragraph 3 of the letter), so as not to hinder the enforcement of the claim or prosecution of the action. If the Attorney has advanced these payments, the Client understands that she remains fully responsible to reimburse the Attorney for such costs, expenses and disbursements. If the Attorney elects not to make payment in the first instance of some or all such costs, expenses and disbursements, the Client will advance and prepay to the Attorney all such costs, expenses and disbursements as they are incurred or anticipated for the enforcement of the claim and the prosecution of the action. The Attorney may, in its discretion, require the Client to deposit with the Attorney a specified amount of money, as the Attorney deems appropriate, in order for such costs, expenses and disbursements to be paid. Should the Client not comply with her financial obligations under Option Number One, the Client understands and agrees that such failure to comply shall constitute good cause for the Attorney to withdraw in accordance with this agreement and the applicable rules of professional conduct.

Clients Initials___________