Preview
FILED: NEW YORK COUNTY CLERK 04/29/2022 09:55 AM INDEX NO. 651987/2022
NYSCEF DOC. NO. 9 RECEIVED NYSCEF: 04/29/2022
EXHIBIT H
Robert M. Hirsh 1251 Avenue of the Americas
Partner New York, New York 10020
T: 212.419.5837
E: rhirsh@lowenstein.com
January 20, 2021
Medley, LLC
280 Park Avenue, 6th Floor East
New York, NY 10017
Attention: Brook Taube
Co-Chief Executive Officer
Re: Chapter 11 Bankruptcy
Dear Brook:
We are pleased that Medley, LLC (hereinafter referred to, together with any of its subsidiaries
and affiliates relevant to this engagement, as “Medley”) has selected Lowenstein Sandler to act
as its attorneys. This letter sets forth the terms of our engagement. Please don’t let the
formality of this letter detract from the enthusiasm we have for the opportunity to work with
you.
Scope of Representation
Medley has engaged us to represent it in connection with a Chapter 11 bankruptcy filing. I will
be the attorney primarily responsible for representing Medley in this matter. I will be assisted
by other attorneys and paralegals when I believe such assistance appropriate. In all events, we
will rely upon the accessibility, cooperation and assistance of Medley’s representatives to
enable us to represent Medley effectively and efficiently.
Our engagement is limited to Medley, and we have not agreed to represent any other person,
including any shareholder, member, director or officer in his or her individual capacity or any
affiliates of Medley.
Fees and Costs
We charge for our services based on hourly rates for our attorneys and paralegals. My hourly
rate is $1,185. We will require an initial retainer of $450,000.00.
The hourly rate of individual attorneys and paralegals is changed from time to time, usually
annually, and we reserve the right to do so without specific advance notice to our clients. For
your information, we attach our firm’s current Policy Statement on Charges for Legal Services.
We also will bill Medley for disbursements we make on its behalf, including filing and service
fees, delivery charges and postage fees, photocopying, computerized legal research charges and
similar expenses. If there are large single-item expenses, we may forward the bill to Medley
for direct payment.
FILED: NEW YORK COUNTY CLERK 04/29/2022 09:55 AM INDEX NO. 651987/2022
NYSCEF DOC. NO. 9 RECEIVED NYSCEF: 04/29/2022
January 20, 2021
Page 2
We normally render bills monthly. Bills are payable on receipt. If you have questions about
any of our bills, we will be happy to discuss them with you. Your promptness in this will be
appreciated, since it is easiest to respond to questions shortly after the bill is rendered.
Termination and Representation
Medley is free to terminate our representation at any time, for any reason. Similarly, to the
extent permitted by the Rules of Professional Conduct, we reserve the right to withdraw from
the representation. In the event of a termination or withdrawal, Medley’s only obligation
would be to pay the fees and disbursements that had accrued through the date of termination or
withdrawal and those reasonably necessary to effect the termination or withdrawal (such as
copying and transferring files) and to respond to audit inquiry letters after such date.
In addition to the matter described above, Medley may decide to use our services on other
matters as well. In that event, unless Medley or the firm were to request otherwise, the terms
set forth in this letter will apply also to those additional services.
We note that once a matter has concluded, we do not undertake to keep clients informed about
subsequent developments or changes in law relating to the matter, unless special arrangements
are agreed to in writing between the client and us at such time. Moreover, unless Medley has
engaged us for other matters that are ongoing, once a matter has concluded our representation
of Medley will be considered terminated.
Advance Waiver of Conflicts on Unrelated Matters
Medley understands that our firm represents many other clients. Our firm will not represent a
person who is adverse to Medley in a matter that is the same or substantially related to a matter
in which we represent Medley. We will also at all times honor our ethical obligation to
maintain the confidentiality of information relating to our representation of Medley. However,
some of our current or future clients may have matters, including transactional, bankruptcy or
litigation matters, adverse to Medley. Therefore, we ask that Medley waive any conflict of
interest arising from our representation of a person who is adverse to Medley in a matter not the
same or substantially related to our representation of Medley. The attorneys working on
matters for Medley would be screened from working on any such adverse matters. This
advance waiver by Medley only applies to conflicts of interest arising after the date of this
letter, and therefore pertains to facts and circumstances not currently known. By its execution
of this letter, Medley hereby waives any conflict of interest that could be asserted with respect
to any adverse representation described in this paragraph.
FILED: NEW YORK COUNTY CLERK 04/29/2022 09:55 AM INDEX NO. 651987/2022
NYSCEF DOC. NO. 9 RECEIVED NYSCEF: 04/29/2022
January 20, 2021
Page 3
Consent Regarding Lowenstein Sandler Privileged Communications
It may be necessary or appropriate for the firm to consult (at the firm’s own expense, of course)
with our General Counsel, other Lowenstein lawyers or external counsel regarding our rights
and responsibilities concerning our engagement by Medley. In such instances, a conflict of
interest may arise between our firm and Medley as to the subject matter of such consultation.
Medley consents to such consultations, waives any conflict of interest that may result
therefrom, and acknowledges that such consultations are protected by the firm’s (i.e., not
Medley’s) attorney-client privilege.
Other Terms
If at any time, during or after the termination of our engagement, we are required to testify or
produce documents in connection with any suit, proceeding or investigation arising out of or
related to our representation of Medley (except for any dispute which may arise between
Medley and us), Medley shall be required to compensate us for the time and disbursements
incurred by us at our then current rates.
The files maintained by our firm in connection with our representation of Medley shall be
subject to the firm’s record retention policy, as revised from time to time. Such policy calls for
the destruction of all material in the files, which generally (under the current policy) occurs 10
years after the closing of a file. If you have any special requirements concerning file
destruction, please let us know at the outset of our representation.
Medley authorizes our firm to communicate via email with Medley and third parties in
connection with our representation of Medley and acknowledges that it understands the security
risks associated with communicating via email.
From time to time, we may send you, by regular or electronic mail, articles or other materials
that we believe may be of interest to you. Should you wish not to receive these materials by
either mode, please let us know. Also, from time to time we may mention the fact that we are
representing or have represented Medley. Should you not wish to have that disclosed, please
let us know.
Agreement
This letter is a complete statement of the terms of our engagement and supersedes any prior
writings or other communications regarding such terms. If you have any questions concerning
the terms of our engagement, please do not hesitate to contact me.
FILED: NEW YORK COUNTY CLERK 04/29/2022 09:55 AM INDEX NO. 651987/2022
NYSCEF DOC. NO. 9 RECEIVED NYSCEF: 04/29/2022
January 20, 2021
Page 4
If the foregoing terms are satisfactory, please indicate your acceptance of them by signing and
dating the enclosed copy of this letter and returning it to me.
We look forward to serving you.
Very truly yours,
/s/ Robert M. Hirsh
Robert M. Hirsh
RMH:dd
Medley, LLC hereby agrees to the terms of this letter.
Date: Medley, LLC
___________________________________ By:_________________________________
Name: Brook Taube
Title: Co-Chief Executive Officer
FILED: NEW YORK COUNTY CLERK 04/29/2022 09:55 AM INDEX NO. 651987/2022
NYSCEF DOC. NO. 9 RECEIVED NYSCEF: 04/29/2022
REVISED JANUARY 2021
Lowenstein Sandler LLP
Policy Statement on Charges for Legal Services
Our goal is to provide clients with the highest quality legal services, rendered promptly and responsively,
at a reasonable cost. In return, we expect clients to pay the charges for professional services and
related disbursements promptly upon receipt of our invoices. The purpose of this document is to
describe in general our billing terms and guidelines. Your engagement letter will specify the
arrangements applicable to your particular matter or matters, and supersedes the general policies
outlined in this Policy Statement. Please ask us to clarify any points that you may not understand.
1. The Basis for Fees. Ordinarily, each client can expect a written engagement letter or electronic
communication at the outset of our relationship. Unless other arrangements have been made,
professional fees are determined by the time expended by lawyers and legal assistants, at hourly
rates based on the experience, practice area, and skills of the person performing the work. For
particular types of legal work, a lawyer’s hourly charge may be different than for other types of
work. Also, a lawyer’s charges may vary depending on the size, complexity, difficulty or urgency of a
matter, the result obtained, or similar factors. For certain matters, we and our client may agree that
our professional fees will be determined based on a methodology other than hourly rates
(alternative fee arrangements). All alternative fee arrangements will be discussed in advance with
the client and confirmed in writing.
2. Adjustments to Hourly Rates. Unless other arrangements have been made, the hourly rates
charged by lawyers and legal assistants are adjusted from time to time, usually annually, effective
January 1st.
3. Other Charges and Disbursements. Clients can expect to be charged separately from professional
fees for certain charges related to providing legal services, outside reprographic / photocopying
service, messenger service, computerized research, express delivery, and other similar expenses. In
addition, our invoices will reflect our out of pocket costs for disbursements incurred on the client's
behalf, such as travel expenses, court reporter's fees, filing and other fees, and bills by third‐party
service providers and experts. We do not mark‐up any of these charges and we sometimes send the
bills directly to the client for direct payment. In all such cases we expect that clients will pay these
bills upon receipt.
4. Advances on Fees and Other Charges. The firm often requires a retainer, payable at the start of a
representation, to cover all or a portion of the anticipated cost of the legal fees and disbursements.
The retainer will be held as a credit against our final bill or will be treated as a payment in advance
and our billswill be charged against it. We reserve the right to require a replenishment of the
retainer in order to maintain a positive balance in the retainer account. Itis not our policy to
segregate retainers or to credit clients with interest on the balance. At the end of our
representation, any unused portion of the retainer will be refunded. We note that the retainer is
not an estimate of the cost of rendering legal services but is meant solely to secure the amounts
that may become due us.
5. Frequency of Billing. Bills for services and disbursements are generally rendered monthly and
reflect the services provided during the preceding calendar month. However, we may consider
modification of this standard schedule when appropriate.
FILED: NEW YORK COUNTY CLERK 04/29/2022 09:55 AM INDEX NO. 651987/2022
NYSCEF DOC. NO. 9 RECEIVED NYSCEF: 04/29/2022
6. Payment Terms. All bills are due in full upon receipt. We reserve the right to impose a late fee of
1.5% per month on any balance unpaid over 45 days, and to terminate services if bills are not paid
any time thereafter.
7. Withholding Taxes. Our fees and disbursements shall be paid without reduction or liability for any
income, stamp, registration, value added or other taxes and withholding imposed, assessed, levied
or collected by any country, or any political subdivision or taxing authority thereof.
8. Questions. We recognize that sound communication and mutual understanding are central to a
good attorney‐client relationship, and we encourage an open dialog on fees, billing rates and
charges. Please consult your attorney promptly with any questions regarding invoices or billing
practices.
9. Range of Hourly Rates ‐ Effective January 1, 2021. Associate step increases occur as associates and
counsel move from one level or class to another and do not constitute increases in our rates. Many
factors dictate any particular attorney’s hourly rate including expertise, practice area and
experience. As of January 1, 2021, the range of hourly rates generally is as follows:
Classification/Experience Hourly Rate
Partners of the Firm $650 ‐ $1,495
Of Counsel $705 ‐ $1,145
Senior Counsel and Counsel (generally seven or more years of $495 ‐ $850
experience)
Associates (generally fewer than six years of experience) $405 ‐ $750
Patent Attorneys $345 ‐ $575
Staff Attorneys $250 ‐ $560
Paralegals, Practice Support and Assistants $220 ‐ $385
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FILED: NEW YORK COUNTY CLERK 04/29/2022 09:55 AM INDEX NO. 651987/2022
NYSCEF DOC. NO. 9 RECEIVED NYSCEF: 04/29/2022
Schedule of Other Charges and Disbursements
(Effective January 1, 2021)
Copying No charge for internal photocopying, cost for external
reprographic / photocopying services.
Postage No charge, except for large mailings which are billed at
current U.S. Postal Service rates.
Mileage U.S. Internal Revenue Service standard vehicle mileage
rate.
Airfare Coach class for domestic flights, unless otherwise
approved in advance by the client. Business class for
international flights.
Car Rental Midsize
Other Travel At cost
Computerized Legal Research At cost
Other Third‐Party Costs All other third party costs (i.e.: filing fees, court
reporters, investigators, experts, co‐counsel, outside
copying, etc.) are billed at the rates charged by the
third parties.
-3-
Preview
FILED: NEW YORK COUNTY CLERK 04/29/2022 09:55 AM INDEX NO. 651987/2022 NYSCEF DOC. NO. 9 RECEIVED NYSCEF: 04/29/2022 EXHIBIT H Robert M. Hirsh 1251 Avenue of the Americas Partner New York, New York 10020 T: 212.419.5837 E: rhirsh@lowenstein.com January 20, 2021 Medley, LLC 280 Park Avenue, 6th Floor East New York, NY 10017 Attention: Brook Taube Co-Chief Executive Officer Re: Chapter 11 Bankruptcy Dear Brook: We are pleased that Medley, LLC (hereinafter referred to, together with any of its subsidiaries and affiliates relevant to this engagement, as “Medley”) has selected Lowenstein Sandler to act as its attorneys. This letter sets forth the terms of our engagement. Please don’t let the formality of this letter detract from the enthusiasm we have for the opportunity to work with you. Scope of Representation Medley has engaged us to represent it in connection with a Chapter 11 bankruptcy filing. I will be the attorney primarily responsible for representing Medley in this matter. I will be assisted by other attorneys and paralegals when I believe such assistance appropriate. In all events, we will rely upon the accessibility, cooperation and assistance of Medley’s representatives to enable us to represent Medley effectively and efficiently. Our engagement is limited to Medley, and we have not agreed to represent any other person, including any shareholder, member, director or officer in his or her individual capacity or any affiliates of Medley. Fees and Costs We charge for our services based on hourly rates for our attorneys and paralegals. My hourly rate is $1,185. We will require an initial retainer of $450,000.00. The hourly rate of individual attorneys and paralegals is changed from time to time, usually annually, and we reserve the right to do so without specific advance notice to our clients. For your information, we attach our firm’s current Policy Statement on Charges for Legal Services. We also will bill Medley for disbursements we make on its behalf, including filing and service fees, delivery charges and postage fees, photocopying, computerized legal research charges and similar expenses. If there are large single-item expenses, we may forward the bill to Medley for direct payment. FILED: NEW YORK COUNTY CLERK 04/29/2022 09:55 AM INDEX NO. 651987/2022 NYSCEF DOC. NO. 9 RECEIVED NYSCEF: 04/29/2022 January 20, 2021 Page 2 We normally render bills monthly. Bills are payable on receipt. If you have questions about any of our bills, we will be happy to discuss them with you. Your promptness in this will be appreciated, since it is easiest to respond to questions shortly after the bill is rendered. Termination and Representation Medley is free to terminate our representation at any time, for any reason. Similarly, to the extent permitted by the Rules of Professional Conduct, we reserve the right to withdraw from the representation. In the event of a termination or withdrawal, Medley’s only obligation would be to pay the fees and disbursements that had accrued through the date of termination or withdrawal and those reasonably necessary to effect the termination or withdrawal (such as copying and transferring files) and to respond to audit inquiry letters after such date. In addition to the matter described above, Medley may decide to use our services on other matters as well. In that event, unless Medley or the firm were to request otherwise, the terms set forth in this letter will apply also to those additional services. We note that once a matter has concluded, we do not undertake to keep clients informed about subsequent developments or changes in law relating to the matter, unless special arrangements are agreed to in writing between the client and us at such time. Moreover, unless Medley has engaged us for other matters that are ongoing, once a matter has concluded our representation of Medley will be considered terminated. Advance Waiver of Conflicts on Unrelated Matters Medley understands that our firm represents many other clients. Our firm will not represent a person who is adverse to Medley in a matter that is the same or substantially related to a matter in which we represent Medley. We will also at all times honor our ethical obligation to maintain the confidentiality of information relating to our representation of Medley. However, some of our current or future clients may have matters, including transactional, bankruptcy or litigation matters, adverse to Medley. Therefore, we ask that Medley waive any conflict of interest arising from our representation of a person who is adverse to Medley in a matter not the same or substantially related to our representation of Medley. The attorneys working on matters for Medley would be screened from working on any such adverse matters. This advance waiver by Medley only applies to conflicts of interest arising after the date of this letter, and therefore pertains to facts and circumstances not currently known. By its execution of this letter, Medley hereby waives any conflict of interest that could be asserted with respect to any adverse representation described in this paragraph. FILED: NEW YORK COUNTY CLERK 04/29/2022 09:55 AM INDEX NO. 651987/2022 NYSCEF DOC. NO. 9 RECEIVED NYSCEF: 04/29/2022 January 20, 2021 Page 3 Consent Regarding Lowenstein Sandler Privileged Communications It may be necessary or appropriate for the firm to consult (at the firm’s own expense, of course) with our General Counsel, other Lowenstein lawyers or external counsel regarding our rights and responsibilities concerning our engagement by Medley. In such instances, a conflict of interest may arise between our firm and Medley as to the subject matter of such consultation. Medley consents to such consultations, waives any conflict of interest that may result therefrom, and acknowledges that such consultations are protected by the firm’s (i.e., not Medley’s) attorney-client privilege. Other Terms If at any time, during or after the termination of our engagement, we are required to testify or produce documents in connection with any suit, proceeding or investigation arising out of or related to our representation of Medley (except for any dispute which may arise between Medley and us), Medley shall be required to compensate us for the time and disbursements incurred by us at our then current rates. The files maintained by our firm in connection with our representation of Medley shall be subject to the firm’s record retention policy, as revised from time to time. Such policy calls for the destruction of all material in the files, which generally (under the current policy) occurs 10 years after the closing of a file. If you have any special requirements concerning file destruction, please let us know at the outset of our representation. Medley authorizes our firm to communicate via email with Medley and third parties in connection with our representation of Medley and acknowledges that it understands the security risks associated with communicating via email. From time to time, we may send you, by regular or electronic mail, articles or other materials that we believe may be of interest to you. Should you wish not to receive these materials by either mode, please let us know. Also, from time to time we may mention the fact that we are representing or have represented Medley. Should you not wish to have that disclosed, please let us know. Agreement This letter is a complete statement of the terms of our engagement and supersedes any prior writings or other communications regarding such terms. If you have any questions concerning the terms of our engagement, please do not hesitate to contact me. FILED: NEW YORK COUNTY CLERK 04/29/2022 09:55 AM INDEX NO. 651987/2022 NYSCEF DOC. NO. 9 RECEIVED NYSCEF: 04/29/2022 January 20, 2021 Page 4 If the foregoing terms are satisfactory, please indicate your acceptance of them by signing and dating the enclosed copy of this letter and returning it to me. We look forward to serving you. Very truly yours, /s/ Robert M. Hirsh Robert M. Hirsh RMH:dd Medley, LLC hereby agrees to the terms of this letter. Date: Medley, LLC ___________________________________ By:_________________________________ Name: Brook Taube Title: Co-Chief Executive Officer FILED: NEW YORK COUNTY CLERK 04/29/2022 09:55 AM INDEX NO. 651987/2022 NYSCEF DOC. NO. 9 RECEIVED NYSCEF: 04/29/2022 REVISED JANUARY 2021 Lowenstein Sandler LLP Policy Statement on Charges for Legal Services Our goal is to provide clients with the highest quality legal services, rendered promptly and responsively, at a reasonable cost. In return, we expect clients to pay the charges for professional services and related disbursements promptly upon receipt of our invoices. The purpose of this document is to describe in general our billing terms and guidelines. Your engagement letter will specify the arrangements applicable to your particular matter or matters, and supersedes the general policies outlined in this Policy Statement. Please ask us to clarify any points that you may not understand. 1. The Basis for Fees. Ordinarily, each client can expect a written engagement letter or electronic communication at the outset of our relationship. Unless other arrangements have been made, professional fees are determined by the time expended by lawyers and legal assistants, at hourly rates based on the experience, practice area, and skills of the person performing the work. For particular types of legal work, a lawyer’s hourly charge may be different than for other types of work. Also, a lawyer’s charges may vary depending on the size, complexity, difficulty or urgency of a matter, the result obtained, or similar factors. For certain matters, we and our client may agree that our professional fees will be determined based on a methodology other than hourly rates (alternative fee arrangements). All alternative fee arrangements will be discussed in advance with the client and confirmed in writing. 2. Adjustments to Hourly Rates. Unless other arrangements have been made, the hourly rates charged by lawyers and legal assistants are adjusted from time to time, usually annually, effective January 1st. 3. Other Charges and Disbursements. Clients can expect to be charged separately from professional fees for certain charges related to providing legal services, outside reprographic / photocopying service, messenger service, computerized research, express delivery, and other similar expenses. In addition, our invoices will reflect our out of pocket costs for disbursements incurred on the client's behalf, such as travel expenses, court reporter's fees, filing and other fees, and bills by third‐party service providers and experts. We do not mark‐up any of these charges and we sometimes send the bills directly to the client for direct payment. In all such cases we expect that clients will pay these bills upon receipt. 4. Advances on Fees and Other Charges. The firm often requires a retainer, payable at the start of a representation, to cover all or a portion of the anticipated cost of the legal fees and disbursements. The retainer will be held as a credit against our final bill or will be treated as a payment in advance and our billswill be charged against it. We reserve the right to require a replenishment of the retainer in order to maintain a positive balance in the retainer account. Itis not our policy to segregate retainers or to credit clients with interest on the balance. At the end of our representation, any unused portion of the retainer will be refunded. We note that the retainer is not an estimate of the cost of rendering legal services but is meant solely to secure the amounts that may become due us. 5. Frequency of Billing. Bills for services and disbursements are generally rendered monthly and reflect the services provided during the preceding calendar month. However, we may consider modification of this standard schedule when appropriate. FILED: NEW YORK COUNTY CLERK 04/29/2022 09:55 AM INDEX NO. 651987/2022 NYSCEF DOC. NO. 9 RECEIVED NYSCEF: 04/29/2022 6. Payment Terms. All bills are due in full upon receipt. We reserve the right to impose a late fee of 1.5% per month on any balance unpaid over 45 days, and to terminate services if bills are not paid any time thereafter. 7. Withholding Taxes. Our fees and disbursements shall be paid without reduction or liability for any income, stamp, registration, value added or other taxes and withholding imposed, assessed, levied or collected by any country, or any political subdivision or taxing authority thereof. 8. Questions. We recognize that sound communication and mutual understanding are central to a good attorney‐client relationship, and we encourage an open dialog on fees, billing rates and charges. Please consult your attorney promptly with any questions regarding invoices or billing practices. 9. Range of Hourly Rates ‐ Effective January 1, 2021. Associate step increases occur as associates and counsel move from one level or class to another and do not constitute increases in our rates. Many factors dictate any particular attorney’s hourly rate including expertise, practice area and experience. As of January 1, 2021, the range of hourly rates generally is as follows: Classification/Experience Hourly Rate Partners of the Firm $650 ‐ $1,495 Of Counsel $705 ‐ $1,145 Senior Counsel and Counsel (generally seven or more years of $495 ‐ $850 experience) Associates (generally fewer than six years of experience) $405 ‐ $750 Patent Attorneys $345 ‐ $575 Staff Attorneys $250 ‐ $560 Paralegals, Practice Support and Assistants $220 ‐ $385 -2- FILED: NEW YORK COUNTY CLERK 04/29/2022 09:55 AM INDEX NO. 651987/2022 NYSCEF DOC. NO. 9 RECEIVED NYSCEF: 04/29/2022 Schedule of Other Charges and Disbursements (Effective January 1, 2021) Copying No charge for internal photocopying, cost for external reprographic / photocopying services. Postage No charge, except for large mailings which are billed at current U.S. Postal Service rates. Mileage U.S. Internal Revenue Service standard vehicle mileage rate. Airfare Coach class for domestic flights, unless otherwise approved in advance by the client. Business class for international flights. Car Rental Midsize Other Travel At cost Computerized Legal Research At cost Other Third‐Party Costs All other third party costs (i.e.: filing fees, court reporters, investigators, experts, co‐counsel, outside copying, etc.) are billed at the rates charged by the third parties. -3-