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Buchalter <br />Minh Thai, Executive Director <br />June 2, 2020 <br />Page 2 <br />Because the simultaneous representation of adverse or potentially adverse parties creates <br />a possibility of a conflict of interest existing or developing for Buchalter, this ethical rule may <br />apply. The purpose of this letter is to obtain your informed written consent to Buchalter's <br />representation of Chick-fil-A in the 17th and Tustin Matter. We believe that Buchalter will be <br />able to provide you with competent and diligent representation notwithstanding Buchalter's <br />concurrent representation of Chick-fil-A. <br />In the course of our representation of you in the Red Hill Matter, Buchalter does not <br />expect to acquire any confidential information of yours that would be directly material to the <br />issues in the 17th and Tustin Matter, now or in the future. <br />Similarly, Buchalter does not expect that any confidential information Buchalter <br />currently possesses or will obtain from our representation of Chick-fil-A would be material to <br />our representation of you in the Red Hill Matter. If, however, Buchalter does come to possess <br />or obtain confidential information that would be material to Chick-fil-A concerning you, <br />Buchalter will not share it without your express written consent. Similarly, if Buchalter does <br />come to possess or obtain confidential information that would be material to you concerning <br />Chick-6l-A, Buchalter will not share it without Chick-fll-A's express written consent. By <br />signing this Consent, you agree not to seek disclosure of Chick-fil-A's confidential information <br />from Buchalter. <br />In the unlikely event a dispute or conflict arises between you and Chick-fil-A regarding <br />the currently unrelated matters, there is a risk that Buchalter may be disqualified from <br />representing both Chick-fll-A and you, absent written consent from each at that time. We <br />anticipate that if such a conflict or risk were to arise, Buchalter will withdraw from <br />representation of both parties in the 17th and Tustin and Red Hill Matters, but would continue to <br />represent Santa Ana in any matters not substantially related to Chick-fil-A, notwithstanding any <br />prior or current adversity between your interests and those of Chick-fil-A in the 17th and Tustin <br />or Red Hill Matters. Finally, it is understood that the requested waiver is contingent upon the <br />signing by Chick-fil-A of a parallel conflict waiver of these matters. Accordingly, Buchalter asks <br />that you consent to your continued and future representation by Buchalter under the above <br />circumstances. By signing and returning the agreement and consent set forth at the end of this <br />letter, you consent to such arrangement and waive any conflicts regarding that arrangement. <br />Buchalter requests that you signify your informed written consent to Buchalter's <br />concurrent representation of Chick-fil-A with respect to the 17th and Tustin Matter only by <br />signing and returning this letter. Buchalter understands that you have counsel and <br />encourages you to seek independent counsel's advice regarding the import of this Consent, <br />and Buchalter emphasizes that you remain completely free to seek independent counsel at <br />any time even if you decide to sign this Consent. If you should have any questions, please feel <br />BN 40743107v I <br />