Preview
DocuSign Envelope ID: 646BD121-DF27-46BD-81F6-AA0F839A0578
Yosef Peretz (SBN 209288)
1 yperetz@peretzlaw.com
2 David Garibaldi (SBN 313641) ELECTRONICALLY
dgaribaldi@peretzlaw.com F I L E D
3 PERETZ & ASSOCIATES Superior Court of California,
County of San Francisco
22 Battery Street, Suite 200
4 San Francisco, CA 94111 06/30/2020
Clerk of the Court
5 Tel: 415.732.3777 BY: RONNIE OTERO
Fax: 415.732.3791 Deputy Clerk
6
Attorneys for Plaintiff GARY JOHNSON
7
8 SUPERIOR COURT OF THE STATE OF CALIFORNIA
COUNTY OF SAN FRANCISCO
9
GARY JOHNSON, individually and Case No. CGC-20-583239
10 derivatively on behalf of GREENSPAN
11 ADJUSTERS INTERNATIONAL, INC., a DECLARATION OF MASOOD KHAN IN
corporation, and ADJUSTERS OPPOSITION TO DEFENDANTS’
12 INTERNATIONAL PACIFIC MOTION TO DISQUALIFY PERETZ &
NORTHWEST, INC., a corporation, ASSOCIATES AS COUNSEL FOR
13 PLAINTIFF GARY JOHNSON
Plaintiff,
14
15 v.
16 GREENSPAN ADJUSTERS
INTERNATIONAL, INC.; ADJUSTERS
17
INTERNATIONAL PACIFIC
18 NORTHWEST, INC.; GORDON SCOTT, III;
STEVE SEVERAID; PAUL MIGDAL;
19 JAMES WARREN; CLAY GIBSON; DREW
LUCURELL; CHRIS LUCURELL; and
20
DOES 1 through 20, inclusive,
21
Defendants.
22
I, Masood Khan, declare as follows:
23
1. I am MASOOD KHAN (“Khan”), a former employee of Defendants GREENSPAN
24
ADJUSTERS INTERNATIONAL, INC. and ADJUSTERS INTERNATIONAL PACIFIC
25
NORTHWEST, INC. (collectively, “Greenspan”). I make this declaration in Opposition to
26 Defendants’ Motion to Disqualify Peretz & Associates as Counsel for Plaintiff Gary Johnson. If
27 called as witness in this matter I would and could competently testify to the following.
28
DECLARATION OF MASOOD KHAN IN OPPOSITION TO DEFENDANTS’ MOTION TO DISQUALIFY PERETZ & ASSOCIATES AS
COUNSEL FOR PLAINTIFF GARY JOHNSON
-1-
DocuSign Envelope ID: 646BD121-DF27-46BD-81F6-AA0F839A0578
2. The vast majority of my work for Greenspan was nonlegal, public adjusting work helping
1
clients negotiate favorable first party insurance claims with insurance companies. Based on my
2
best recollection, throughout the entirety of my time at Greenspan, 90% or so of my work was
3
nonlegal public adjusting work, particularly as my employment with them began around April
4 2005 and I did not receive the title of Assistant General Counsel until approximately Summer/Fall
5 2016.
6 3. However, after Greenspan gave me that title and promised me a significant increase in
7 compensation and management role, they failed to keep either promise. As a result, I estimate
8 that 85%-90% of my duties at that time did not change and remained purely nonlegal, public
adjusting work.
9
4. The remainder of my new work, while at the time appearing to me to be legal work, largely
10
consisted of helping Greenspan in the litigation of Suarez v. Greenspan Adjusters International,
11
Inc., No. ADRS Case No. 16-5259-JL, a lawsuit in which I was also deposed in as a percipient
12 witness. I also filled out standard release forms when clients were suing or threatening to sue
13 Greenspan.
14 5. My aid to Greenspan in that suit was mostly in the confines of a percipient witness rather
15 than as legal counsel, as the suit was brought by a former assistant to Migdal and I, Luzmaritza
16 Suarez, and concerned allegations by her that Migdal and other Greenspan employees had
sexually harassed her or discriminated against her. Most, if not all, legal work was performed by
17
outside counsel, Mark Askansas, Esq., of the Jackson Lewis law firm without much material input
18
or work performed by me.
19
6. The litigation of Suarez v. Greenspan Adjusters International, Inc., No. ADRS Case No.
20
16-5259-JL, is not related in any way to Johnson’s claims against Greenspan in this action.
21 7. Outside of timeframe where I performed legal work for Greenspan related to Ms. Suarez’s
22 lawsuit, I estimate that on my remainder of my time at Greenspan I spent, at best, 5% of my time
23 on other legal matters for Greenspan.
24 8. I do not recall advising Greenspan concerning litigation against the Company other than
25 Ms. Suarez’ case.
9. At the time, it appeared to me that Greenspan specifically did not want me to act as in-
26
house counsel even after I was given that title. On several occasions, I requested that my
27
28
DECLARATION OF MASOOD KHAN IN OPPOSITION TO DEFENDANTS’ MOTION TO DISQUALIFY PERETZ & ASSOCIATES AS
COUNSEL FOR PLAINTIFF GARY JOHNSON
-2-
DocuSign Envelope ID: 646BD121-DF27-46BD-81F6-AA0F839A0578
Greenspan business cards bear the title of “Assistant General Counsel,” but the Company and
1
Fratkin, Severaid, Migdal, and Scott specifically refused that request.
2
10. I was never asked to give Greenspan legal advice concerning the illegality of Fratkin’s
3
conduct or the implications of his employment by the company. Nor did I ever offer any legal
4 advice concerning the illegality of Fratkin’s conduct or the implications of his employment by
5 the company.
6 11. I never gave Greenspan any legal advice concerning Johnson’s employment claims
7 against Greenspan.
8 12. I never gave Greenspan any legal advice concerning Greenspan’s potential liability for
any claims brought by Johnson.
9
13. My complaints to Greenspan about Fratkin’s conduct were not made as part of my job
10
duties for Greenspan, as it was not one of my job duties to investigate and report any illegal
11
activities of any of Greenspan’s executives or employees.
12 14. Instead, I complained to Greenspan about Fratkin because he was impersonating me on
13 external communications, which I found improper and illegal.
14 15. I did not provide any attorney-client privileged communications or work product
15 belonging to Greenspan of any kind whatsoever to Peretz & Associates or anyone else. To be
16 absolutely clear, I also never provided any privileged communications or work product to Peretz
& Associates or anyone else related to Johnson’s claims against Greenspan, to my claims against
17
Greenspan, or related to Mark Fratkin. The facts that I know relevant to Johnson’s complaint
18
against Greenspan are facts I learned working as Johnson’s replacement as the Public Adjuster
19
for the Puerto Rico project.
20
16. I was never invited to Greenspan’s Board or management meetings and was never an
21 officer or director of Greenspan.
22 17. I have acknowledged any potential conflicts arising from Peretz & Associates’ concurrent
23 representation of myself and Johnson, and agreed to waive all such conflicts in writing before this
24 motion was even filed. A true and correct copy of this signed waiver is attached hereto as Exhibit
25 A.
I declare under penalty of perjury under the laws of the State of California that the
26
foregoing is true and correct of my own personal knowledge and as to such matters, I am informed
27
and believe that they are true and correct.
28
DECLARATION OF MASOOD KHAN IN OPPOSITION TO DEFENDANTS’ MOTION TO DISQUALIFY PERETZ & ASSOCIATES AS
COUNSEL FOR PLAINTIFF GARY JOHNSON
-3-
DocuSign Envelope ID: 646BD121-DF27-46BD-81F6-AA0F839A0578
1
Executed on June 30, 2020 at Los Angeles, California
2
3
_________________________
4 Masood Khan
5
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DECLARATION OF MASOOD KHAN IN OPPOSITION TO DEFENDANTS’ MOTION TO DISQUALIFY PERETZ & ASSOCIATES AS
COUNSEL FOR PLAINTIFF GARY JOHNSON
-4-
EXHIBIT A
WAIVER OF CONFLICT OF INTEREST REGARDING
CONCURRENT REPRESENTATION
This WAIVER OF CONFLICT OF INTEREST REGARDING CONCURRENT
REPRESENTATION is made by Masood Khan (“the Client”) regarding the representation of
Peretz & Associates (“the Attorneys”).
1. DISCLOSURE OF CONCURRENT REPRESENTATION. You have requested concurrent
representation by the Attorneys regarding your dispute with THE GREENSPAN COMPANY,
GREENSPAN ADJUSTERS INTERNATIONAL, INC.; ADJUSTERS
INTERNATIONAL/CALIFORNIA, INC.; ADJUSTERS INTERNATIONAL PACIFIC
NORTHWEST, INC.; GORDON SCOTT; CLAY GIBSON; MARK FRATKIN; PAUL
MIGDAL; AND/OR STEVE SEVERAID. Attorneys represent Gary Johnson in regard to
similar legal matters including an action yet to be filed in San Francisco County Superior Court.
Concurrent representation has the potential to create a conflict of interest between or among
you and other individuals or entities that are represented by Attorneys in these matters
(“others”). For this reason, the State Bar of California requires that each affected client sign a
written waiver of any potential conflict of interest.
2. CONFLICT OF INTERESTS. In our opinion, based on the information provided to date, no
actual conflict exists at this time, as you and all others currently share a common interest in the
subject of the representation.
In the event that an actual conflict, dispute or disagreement arises between or among you and
others regarding your respective rights, we cannot and will not advise any one of you or others
regarding any matter in which an actual conflict of interest develops, and we will decline to
represent you or others in any manner regarding that conflict, dispute or disagreement.
There are various ways in which a conflict of interest might arise in the future. For example, if
we receive conflicting instructions from more than one of you or others, we will not be able to
follow one set of instructions without violating our professional obligations to you or others of
you. This situation, if unresolved, could create a conflict of interest which would require us to
withdraw from representation, thus requiring each of you to seek new counsel. Therefore, as a
condition of our agreeing to concurrent representation, we require that you and all others
provide us with a common set of instructions for all matters, in order to prevent such a potential
conflict. In addition, we require that you and all others decide among yourselves which one or
two of you are authorized to speak on behalf of each and all of you or others, and provide us
with the name(s) of the representative(s).
Additionally, a conflict may arise because you and others develop inconsistent objectives. For
example, one or more of you may wish us to pursue a path that could adversely affect the
interests of another, or you may disagree among yourselves regarding which avenue(s) to
pursue. This situation, if unresolved, could create a conflict of interest which would require us
to withdraw from representation, thus requiring each of you to seek new counsel. To prevent
this from happening, we will make every effort during the course of representation to confirm
that each of you has a commonality of interest regarding the positions asserted on your
Page 1 of 3
respective behalves. If your interests diverge during the course of representation, further
disclosure and waiver of the conflict, or withdrawal from representation, will be required.
Should a divergence of your respective interests occur, each of you and others will have to
expressly consent to our continuing representation of any or all of the other clients.
3. INDEMNIFICATION. You should each also be aware that each of you might have
indemnification rights against one or more of the others. As stated above, since we are
representing your common interests in this matter, we cannot represent or advise any one of
you with respect to those claims. We suggest that you consult separate counsel if
indemnification issues exist or arise.
4. ATTORNEY-CLIENT PRIVILEGE. You should also consider that, as among yourselves,
there is no right to assert the attorney-client privilege about communications we receive from
any of you or others regarding the concurrent representation. By executing this letter, you
confirm that you are aware of California Evidence Code section 962, which states:
Where two or more clients have retained or consulted a lawyer upon a matter of
common interest, none of them, nor the successor in interest of any of them, may
claim a privilege under this article as to a communication made in the course of that
relationship when such communication is offered in a civil proceeding between one
of such clients (or his successor in interest) and another of such clients (or his
successor in interest).
Further, your signature below confirms your express consent to our communicating with each
of you and others regarding the communications we receive from any of you or others.
Additionally, your signature below acknowledges that if information we learn from any of you
or others is significant we may have an ethical duty to disclose that information to the
remainder of you or others.
5. ATTORNEYS’ FEES. If any attorneys’ fees in this matter are paid in whole or part by one or
more of you on behalf of any other(s) of you, California Rule of Professional Conduct 3-
310(F)(3) requires us to obtain your written consent for this payment. Your signature below
confirms this consent. We confirm to you that any such payment shall not interfere with the
independence of our professional judgment or the attorney-client relationship between our firm
and each of you or others.
6. DOCUMENT RETENTION. In addition to the above, your signature below confirms your
express consent that, after the conclusion of services in this matter, we may retain your original
file in storage for five years and then destroy it, unless before that time you have provided us
with written notification, signed by each of you, that we are to furnish the original file to one
of you in specific.
7. POTENTIAL FUTURE CONFLICTS. By executing this letter, you confirm that you have
been fully informed regarding the nature of the potential conflicts which may arise from our
concurrent representation of all of you and others; that you have been provided a reasonable
opportunity to seek the advice of independent counsel of your choice regarding these potential
Page 2 of 3
conflicts and waiver of those conflicts; and you understand that a conflict may arise in the
future which may require an additional disclosure and waiver by you, or, alternatively, our
withdrawal from representing one or all of you and others. Additionally, you confirm that you
will take the opportunity to retain independent counsel in the event you have any reservations
regarding our concurrent representation of your interests, the issues arising from that
representation, and/or the waiver of any potential conflict of interest.
If the above accurately reflects your understanding, please sign this letter where indicated
below and return it to me. Of course, prior to signing, feel free to reach out to me to discuss any
questions or comments you may have.
Thank you, and I look forward to working with you.
ACKNOWLEDGMENTS:
1. I acknowledge that I have carefully read the above letter.
2. I expressly acknowledge that with respect to concurrent representation by Attorneys, the
potential exists for my interests to conflict with others. Nevertheless, I knowingly and voluntarily
consent to this concurrent representation.
3. I further expressly acknowledge that I have been informed that I have the right to seek
independent legal counsel regarding the advisability of waiving this conflict of interest and I have
had a reasonable opportunity to do so.
Masood Khan
______________________________
Print Name
______________________________ April 23, 2020
__________________
Signature Date signed
Page 3 of 3
Preview
DocuSign Envelope ID: 646BD121-DF27-46BD-81F6-AA0F839A0578 Yosef Peretz (SBN 209288) 1 yperetz@peretzlaw.com 2 David Garibaldi (SBN 313641) ELECTRONICALLY dgaribaldi@peretzlaw.com F I L E D 3 PERETZ & ASSOCIATES Superior Court of California, County of San Francisco 22 Battery Street, Suite 200 4 San Francisco, CA 94111 06/30/2020 Clerk of the Court 5 Tel: 415.732.3777 BY: RONNIE OTERO Fax: 415.732.3791 Deputy Clerk 6 Attorneys for Plaintiff GARY JOHNSON 7 8 SUPERIOR COURT OF THE STATE OF CALIFORNIA COUNTY OF SAN FRANCISCO 9 GARY JOHNSON, individually and Case No. CGC-20-583239 10 derivatively on behalf of GREENSPAN 11 ADJUSTERS INTERNATIONAL, INC., a DECLARATION OF MASOOD KHAN IN corporation, and ADJUSTERS OPPOSITION TO DEFENDANTS’ 12 INTERNATIONAL PACIFIC MOTION TO DISQUALIFY PERETZ & NORTHWEST, INC., a corporation, ASSOCIATES AS COUNSEL FOR 13 PLAINTIFF GARY JOHNSON Plaintiff, 14 15 v. 16 GREENSPAN ADJUSTERS INTERNATIONAL, INC.; ADJUSTERS 17 INTERNATIONAL PACIFIC 18 NORTHWEST, INC.; GORDON SCOTT, III; STEVE SEVERAID; PAUL MIGDAL; 19 JAMES WARREN; CLAY GIBSON; DREW LUCURELL; CHRIS LUCURELL; and 20 DOES 1 through 20, inclusive, 21 Defendants. 22 I, Masood Khan, declare as follows: 23 1. I am MASOOD KHAN (“Khan”), a former employee of Defendants GREENSPAN 24 ADJUSTERS INTERNATIONAL, INC. and ADJUSTERS INTERNATIONAL PACIFIC 25 NORTHWEST, INC. (collectively, “Greenspan”). I make this declaration in Opposition to 26 Defendants’ Motion to Disqualify Peretz & Associates as Counsel for Plaintiff Gary Johnson. If 27 called as witness in this matter I would and could competently testify to the following. 28 DECLARATION OF MASOOD KHAN IN OPPOSITION TO DEFENDANTS’ MOTION TO DISQUALIFY PERETZ & ASSOCIATES AS COUNSEL FOR PLAINTIFF GARY JOHNSON -1- DocuSign Envelope ID: 646BD121-DF27-46BD-81F6-AA0F839A0578 2. The vast majority of my work for Greenspan was nonlegal, public adjusting work helping 1 clients negotiate favorable first party insurance claims with insurance companies. Based on my 2 best recollection, throughout the entirety of my time at Greenspan, 90% or so of my work was 3 nonlegal public adjusting work, particularly as my employment with them began around April 4 2005 and I did not receive the title of Assistant General Counsel until approximately Summer/Fall 5 2016. 6 3. However, after Greenspan gave me that title and promised me a significant increase in 7 compensation and management role, they failed to keep either promise. As a result, I estimate 8 that 85%-90% of my duties at that time did not change and remained purely nonlegal, public adjusting work. 9 4. The remainder of my new work, while at the time appearing to me to be legal work, largely 10 consisted of helping Greenspan in the litigation of Suarez v. Greenspan Adjusters International, 11 Inc., No. ADRS Case No. 16-5259-JL, a lawsuit in which I was also deposed in as a percipient 12 witness. I also filled out standard release forms when clients were suing or threatening to sue 13 Greenspan. 14 5. My aid to Greenspan in that suit was mostly in the confines of a percipient witness rather 15 than as legal counsel, as the suit was brought by a former assistant to Migdal and I, Luzmaritza 16 Suarez, and concerned allegations by her that Migdal and other Greenspan employees had sexually harassed her or discriminated against her. Most, if not all, legal work was performed by 17 outside counsel, Mark Askansas, Esq., of the Jackson Lewis law firm without much material input 18 or work performed by me. 19 6. The litigation of Suarez v. Greenspan Adjusters International, Inc., No. ADRS Case No. 20 16-5259-JL, is not related in any way to Johnson’s claims against Greenspan in this action. 21 7. Outside of timeframe where I performed legal work for Greenspan related to Ms. Suarez’s 22 lawsuit, I estimate that on my remainder of my time at Greenspan I spent, at best, 5% of my time 23 on other legal matters for Greenspan. 24 8. I do not recall advising Greenspan concerning litigation against the Company other than 25 Ms. Suarez’ case. 9. At the time, it appeared to me that Greenspan specifically did not want me to act as in- 26 house counsel even after I was given that title. On several occasions, I requested that my 27 28 DECLARATION OF MASOOD KHAN IN OPPOSITION TO DEFENDANTS’ MOTION TO DISQUALIFY PERETZ & ASSOCIATES AS COUNSEL FOR PLAINTIFF GARY JOHNSON -2- DocuSign Envelope ID: 646BD121-DF27-46BD-81F6-AA0F839A0578 Greenspan business cards bear the title of “Assistant General Counsel,” but the Company and 1 Fratkin, Severaid, Migdal, and Scott specifically refused that request. 2 10. I was never asked to give Greenspan legal advice concerning the illegality of Fratkin’s 3 conduct or the implications of his employment by the company. Nor did I ever offer any legal 4 advice concerning the illegality of Fratkin’s conduct or the implications of his employment by 5 the company. 6 11. I never gave Greenspan any legal advice concerning Johnson’s employment claims 7 against Greenspan. 8 12. I never gave Greenspan any legal advice concerning Greenspan’s potential liability for any claims brought by Johnson. 9 13. My complaints to Greenspan about Fratkin’s conduct were not made as part of my job 10 duties for Greenspan, as it was not one of my job duties to investigate and report any illegal 11 activities of any of Greenspan’s executives or employees. 12 14. Instead, I complained to Greenspan about Fratkin because he was impersonating me on 13 external communications, which I found improper and illegal. 14 15. I did not provide any attorney-client privileged communications or work product 15 belonging to Greenspan of any kind whatsoever to Peretz & Associates or anyone else. To be 16 absolutely clear, I also never provided any privileged communications or work product to Peretz & Associates or anyone else related to Johnson’s claims against Greenspan, to my claims against 17 Greenspan, or related to Mark Fratkin. The facts that I know relevant to Johnson’s complaint 18 against Greenspan are facts I learned working as Johnson’s replacement as the Public Adjuster 19 for the Puerto Rico project. 20 16. I was never invited to Greenspan’s Board or management meetings and was never an 21 officer or director of Greenspan. 22 17. I have acknowledged any potential conflicts arising from Peretz & Associates’ concurrent 23 representation of myself and Johnson, and agreed to waive all such conflicts in writing before this 24 motion was even filed. A true and correct copy of this signed waiver is attached hereto as Exhibit 25 A. I declare under penalty of perjury under the laws of the State of California that the 26 foregoing is true and correct of my own personal knowledge and as to such matters, I am informed 27 and believe that they are true and correct. 28 DECLARATION OF MASOOD KHAN IN OPPOSITION TO DEFENDANTS’ MOTION TO DISQUALIFY PERETZ & ASSOCIATES AS COUNSEL FOR PLAINTIFF GARY JOHNSON -3- DocuSign Envelope ID: 646BD121-DF27-46BD-81F6-AA0F839A0578 1 Executed on June 30, 2020 at Los Angeles, California 2 3 _________________________ 4 Masood Khan 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 DECLARATION OF MASOOD KHAN IN OPPOSITION TO DEFENDANTS’ MOTION TO DISQUALIFY PERETZ & ASSOCIATES AS COUNSEL FOR PLAINTIFF GARY JOHNSON -4- EXHIBIT A WAIVER OF CONFLICT OF INTEREST REGARDING CONCURRENT REPRESENTATION This WAIVER OF CONFLICT OF INTEREST REGARDING CONCURRENT REPRESENTATION is made by Masood Khan (“the Client”) regarding the representation of Peretz & Associates (“the Attorneys”). 1. DISCLOSURE OF CONCURRENT REPRESENTATION. You have requested concurrent representation by the Attorneys regarding your dispute with THE GREENSPAN COMPANY, GREENSPAN ADJUSTERS INTERNATIONAL, INC.; ADJUSTERS INTERNATIONAL/CALIFORNIA, INC.; ADJUSTERS INTERNATIONAL PACIFIC NORTHWEST, INC.; GORDON SCOTT; CLAY GIBSON; MARK FRATKIN; PAUL MIGDAL; AND/OR STEVE SEVERAID. Attorneys represent Gary Johnson in regard to similar legal matters including an action yet to be filed in San Francisco County Superior Court. Concurrent representation has the potential to create a conflict of interest between or among you and other individuals or entities that are represented by Attorneys in these matters (“others”). For this reason, the State Bar of California requires that each affected client sign a written waiver of any potential conflict of interest. 2. CONFLICT OF INTERESTS. In our opinion, based on the information provided to date, no actual conflict exists at this time, as you and all others currently share a common interest in the subject of the representation. In the event that an actual conflict, dispute or disagreement arises between or among you and others regarding your respective rights, we cannot and will not advise any one of you or others regarding any matter in which an actual conflict of interest develops, and we will decline to represent you or others in any manner regarding that conflict, dispute or disagreement. There are various ways in which a conflict of interest might arise in the future. For example, if we receive conflicting instructions from more than one of you or others, we will not be able to follow one set of instructions without violating our professional obligations to you or others of you. This situation, if unresolved, could create a conflict of interest which would require us to withdraw from representation, thus requiring each of you to seek new counsel. Therefore, as a condition of our agreeing to concurrent representation, we require that you and all others provide us with a common set of instructions for all matters, in order to prevent such a potential conflict. In addition, we require that you and all others decide among yourselves which one or two of you are authorized to speak on behalf of each and all of you or others, and provide us with the name(s) of the representative(s). Additionally, a conflict may arise because you and others develop inconsistent objectives. For example, one or more of you may wish us to pursue a path that could adversely affect the interests of another, or you may disagree among yourselves regarding which avenue(s) to pursue. This situation, if unresolved, could create a conflict of interest which would require us to withdraw from representation, thus requiring each of you to seek new counsel. To prevent this from happening, we will make every effort during the course of representation to confirm that each of you has a commonality of interest regarding the positions asserted on your Page 1 of 3 respective behalves. If your interests diverge during the course of representation, further disclosure and waiver of the conflict, or withdrawal from representation, will be required. Should a divergence of your respective interests occur, each of you and others will have to expressly consent to our continuing representation of any or all of the other clients. 3. INDEMNIFICATION. You should each also be aware that each of you might have indemnification rights against one or more of the others. As stated above, since we are representing your common interests in this matter, we cannot represent or advise any one of you with respect to those claims. We suggest that you consult separate counsel if indemnification issues exist or arise. 4. ATTORNEY-CLIENT PRIVILEGE. You should also consider that, as among yourselves, there is no right to assert the attorney-client privilege about communications we receive from any of you or others regarding the concurrent representation. By executing this letter, you confirm that you are aware of California Evidence Code section 962, which states: Where two or more clients have retained or consulted a lawyer upon a matter of common interest, none of them, nor the successor in interest of any of them, may claim a privilege under this article as to a communication made in the course of that relationship when such communication is offered in a civil proceeding between one of such clients (or his successor in interest) and another of such clients (or his successor in interest). Further, your signature below confirms your express consent to our communicating with each of you and others regarding the communications we receive from any of you or others. Additionally, your signature below acknowledges that if information we learn from any of you or others is significant we may have an ethical duty to disclose that information to the remainder of you or others. 5. ATTORNEYS’ FEES. If any attorneys’ fees in this matter are paid in whole or part by one or more of you on behalf of any other(s) of you, California Rule of Professional Conduct 3- 310(F)(3) requires us to obtain your written consent for this payment. Your signature below confirms this consent. We confirm to you that any such payment shall not interfere with the independence of our professional judgment or the attorney-client relationship between our firm and each of you or others. 6. DOCUMENT RETENTION. In addition to the above, your signature below confirms your express consent that, after the conclusion of services in this matter, we may retain your original file in storage for five years and then destroy it, unless before that time you have provided us with written notification, signed by each of you, that we are to furnish the original file to one of you in specific. 7. POTENTIAL FUTURE CONFLICTS. By executing this letter, you confirm that you have been fully informed regarding the nature of the potential conflicts which may arise from our concurrent representation of all of you and others; that you have been provided a reasonable opportunity to seek the advice of independent counsel of your choice regarding these potential Page 2 of 3 conflicts and waiver of those conflicts; and you understand that a conflict may arise in the future which may require an additional disclosure and waiver by you, or, alternatively, our withdrawal from representing one or all of you and others. Additionally, you confirm that you will take the opportunity to retain independent counsel in the event you have any reservations regarding our concurrent representation of your interests, the issues arising from that representation, and/or the waiver of any potential conflict of interest. If the above accurately reflects your understanding, please sign this letter where indicated below and return it to me. Of course, prior to signing, feel free to reach out to me to discuss any questions or comments you may have. Thank you, and I look forward to working with you. ACKNOWLEDGMENTS: 1. I acknowledge that I have carefully read the above letter. 2. I expressly acknowledge that with respect to concurrent representation by Attorneys, the potential exists for my interests to conflict with others. Nevertheless, I knowingly and voluntarily consent to this concurrent representation. 3. I further expressly acknowledge that I have been informed that I have the right to seek independent legal counsel regarding the advisability of waiving this conflict of interest and I have had a reasonable opportunity to do so. Masood Khan ______________________________ Print Name ______________________________ April 23, 2020 __________________ Signature Date signed Page 3 of 3