Contract analysis

1. Scope of Engagement The Firm has been retained to represent the Company as borrower's counsel in connection with the negotiation, documentation, and closing of the Bridge Facility. Our engagement will encompass the following: (a) Loan Document Review and Negotiation. We will review and negotiate, on behalf of the Company, the term sheet, bridge loan agreement, security agreement, guaranty agreement, and all relate

2. Engagement Team The following attorneys in the Firm's Banking & Finance practice have been assigned to serve as the engagement team for this matter: Each of the attorneys listed above practices within the Firm's Banking & Finance group and has substantial experience in secured lending transactions of the type contemplated by this engagement. In addition, paralegals, legal assistants, and other support staff may as

3. Fee Estimate Based on our current understanding of the Bridge Facility and the anticipated scope of work, we estimate that total professional fees for this engagement will be in the range of $185,000 to $225,000. This estimate is provided for informational and planning purposes only and does not constitute a cap on fees, a fixed fee arrangement, or a guarantee that our fees will not exceed the upper end of this ra

4. Billing and Payment The Firm will submit monthly invoices to the Company for professional fees and disbursements incurred during the preceding calendar month. Each invoice will include a summary of services rendered and a description of disbursements, and will be accompanied by such supporting detail as is customary for the Firm's billing practices. Payment of each invoice is due within thirty (30) days of the dat

5. Lender's Counsel Fees As is customary in transactions of this type, the Company, as borrower, will be responsible for the payment of the legal fees and disbursements of the Lender's outside counsel in connection with the Bridge Facility. The Lender has engaged Whitfield Gage & Associates LLP as its counsel for this transaction. We understand that the fees of Lender's counsel are subject to a fee cap of $125,000, w

6. Conflicts The Firm has conducted a conflicts check with respect to this engagement. Based on the results of that check, we confirm that Calderwood & Harkness LLP does not currently represent Pinnacle Trust Bank, N.A. or any of its affiliates in any matter that is adverse to the Company. We note, however, that the Firm is a large, diversified law firm with a broad practice, and that we do currently represent, and e

7. Termination Either the Firm or the Company may terminate this engagement at any time, with or without cause, upon written notice to the other party. In the event of termination, the Company will remain responsible for the payment of all professional fees and disbursements incurred through the effective date of termination. Upon termination, the Firm will take such steps as are reasonably necessary to protect the C