January 18, 2023

VIA E-MAIL

Bo Dul, General Counsel bdul@az.gov

Re: Retainer for legal work

Dear Ms. Dul:

This letter explains and confirms the terms and conditions under which States United Democracy
Center (“States United”) will represent and/or advise the Office of the Governor (“the Governor”)

The enclosed General Terms explain the terms that govern our engagement and other critical aspects
of our representation. Our work will be provided pro bono. The Governor will not make expenditures
or incur indebtedness in connection with this representation and the services provided by States
United.

Mai Ratakonda will be the attorney principally responsible for the engagement, but other States
United lawyers and non-lawyers may handle various portions of this matter as set forth in the
General Terms.

If the foregoing meets with your approval, we would appreciate it if you would sign and return a
copy of this engagement letter. Your signature below constitutes consent to be represented by
States United in accordance with the terms of this letter and the General Terms listed below. We
are pleased to have this opportunity to be of service and to work with you.

Sincerely,

Christine P. Sun SVP, Legal
States United Democracy Center

Agreed to and accepted by:

Bo Dul Date

GENERAL TERMS

Except as modified by the accompanying engagement letter, the following apply to the relationship
between States United and our clients:

1. Other Pro Bono Counsel. If we wish to utilize outside counsel in connection with this
representation, we will alert you and a conflicts check can be performed. We do not share personnel
or fees with such law firms. Under rules in certain jurisdictions where we practice, we must advise
you that you may consult independent counsel to advise you regarding these documents governing our
relationship, and we encourage you to do so if you like. Also, you retain the right to consult with
independent counsel at any time while we represent you. However, we are not responsible for any
advice an independent counsel may give you, and such consultation will be entirely at your expense.

2. Paralegals and Other States United Personnel. Where appropriate, we may utilize paralegal
personnel or other States United personnel. Their time will be pro bono. In some situations, we may
use personnel who are not States United employees, such as contract lawyers or experts.

3. Waiver of Conflicts. States United may represent other clients (“clients”), consistent with its
internal policies. During the time we are representing you we may be asked to represent:

a. other present or future clients in litigation, regulatory matters or other disputes directly
adverse to you that are not substantially related to our representation of you; and/or
b. parties who are considered directly adverse parties in matters we handle for you. Our work for
these directly adverse parties would be in matters that are not substantially related to our work
for you; and/or
c. you in future litigation or other disputes directly adverse to other clients in matters not
substantially related to our work for the other clients.

You consent to allow States United to undertake such future representations without the need to
obtain any further or separate approval from you, as long as those representations described in (a)
and (b) above are not substantially related to work States United has done, or is doing, for you.
Your signature below constitutes your consent to such representation(s). We agree not to use any
proprietary or other confidential nonpublic information concerning you acquired by us as a result
of our representation of you in connection with any litigation or other matter in which we
represent a party directly adverse to you. States United may need to consult with or secure consent
from its other current or prospective clients who are or may become adverse to you in order to
clear or address actual or potential conflicts of interest. You agree and consent that to the
extent it is reasonably necessary in such communications, States United may disclose to each such
current or prospective client the fact that States United has or has had an attorney-client
relationship with you.

4. Rules of Professional Conduct. During our representation of you, there may be issues that raise
questions about our duties under the rules of professional conduct that apply to lawyers. These
might include, e.g., conflict of interest issues, and could even include issues raised because of a
dispute between us and a client over the handling of a matter. Normally when such issues arise we
would seek the advice of our counsel who are experts in such matters. Consistent with the rulings
of courts in many jurisdictions, we consider such consultations to be attorney-client privileged
conversations between States United personnel and States United counsel. However, there have been
judicial decisions indicating that under some circumstances such conversations involve a conflict
of interest between the client and States United and that our consultation with States United
counsel may not be privileged, unless we either withdraw from the representation of the client or
obtain the client’s consent to consult on a privileged basis with States United counsel. We believe
that it is in our clients’ interests, as well as ours, that in the event legal ethics or
professional responsibility issues arise during a representation, we receive expert analysis.
Accordingly, as part of our agreement concerning our representation of you, you agree that if we
determine in our own discretion during the representation that it is appropriate to consult with
States United counsel, we have your consent to do so on a privileged basis despite any alleged
conflict of interest. You further agree that our continuing to represent you at the time of such
consultation shall not thereby waive or otherwise limit any attorney-client privilege that States
United has regarding the confidentiality of our communications with our counsel.

5. Cooperation/Reliance on Accurate Information. To enable us to represent you effectively, you
will cooperate fully with us in your matter(s). You and your agents will fully and accurately
disclose to us all facts and documents that may be relevant to a matter we undertake or which we
may otherwise request. This information will form the basis of our legal advice.

6. Legal Service Provider. We provide strictly legal services to you in connection with this
agreement. You are not relying on us for any services other than legal services.

7. Termination. You have the right at any time to terminate our services and representation by
notice to States United.

8. Withdrawal. We reserve the right to withdraw from our representation if, among other things, the
client fails to honor the terms of the engagement letter, or any fact or circumstance would or
could, in our view, render our continuing representation unlawful or unethical. If we elect to
withdraw, the client will take all steps necessary to free us of any obligation to perform further
services, including the execution of any documents necessary to complete our withdrawal.

9. Conclusion of Representation. You agree that the attorney-client relationship is terminated upon
completion of any services that we have been retained to perform, regardless of whether we have
been paid for our services. If you later retain us to perform further or additional services, after verifying that we have no conflict which would prevent us from taking on the new matter, our attorney-client relationship will be revived subject to these
terms of agreement, as they may be supplemented or changed at that time.

10. Production of Client File. At the close of our representation of you, in the event that you ask
for a copy of your client file, you agree that you will be given a single electronic copy, free of
charge, of these items only: communications with you or opposing counsel, pleadings that were filed
on your behalf, and documents received from you. If there are original documents that we have
received from you, we will return those to you. By this agreement, you expressly acknowledge that
you will not be provided any additional materials beyond those described above and you waive any
right to receive any such materials. For example, you agree you will not receive internal States
United communications about your matter, research, notes, communications other than those with you
or opposing counsel, or internal documents related to billing or staffing; nor will you receive
drafts of any documents not otherwise sent to you.

11. Retention of Client File. When our representation of you concludes, we expect, in most cases,
to retain only those materials which we would otherwise produce to you, as described above:
communications with you or opposing counsel, pleadings that were filed on your behalf, and original
documents received from you. Internal States United communications about your matter, internal
administrative material related to your matter, research notes, and/or communications other than
those with you or opposing counsel may be destroyed in our sole discretion and consistent with our
document preservation policies. By executing this agreement, you agree to give up any right that
may obligate us to retain materials beyond those set out above.

12. Interaction with Public Records Laws. You understand and agree that States United has not and
is not providing you with advice about the interpretation of any applicable laws relating to what
records may be required to be maintained as a result of applicable state or local law and that it
is your responsibility to ensure that the provisions of this agreement comply with any obligations
you may have under any such law or laws.