Contract analysis

1. Engagement and Scope of Representation Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm its engagement by Ironside Capital Management LP ("Ironside" or the "Client"), a Delaware limited partnership, to serve as outside legal counsel in connection with the matters described in Sections 1.1 through 1.4 below (collectively, the "Engagement"). The scope of representation is subject to the limitati

2. Responsible Attorneys The following attorneys have been assigned to the Engagement and will have primary responsibility for the delivery of legal services to the Client: Responsible Partner: Pamela Cross, Partner, Funds & Asset Management Practice Group. Ms. Cross will have overall supervisory responsibility for the Engagement and will serve as the primary relationship partner for Ironside. Ms. Cross brings more t

3. Fees and Billing Arrangements 3.1 Hourly Rates Fees for legal services rendered in connection with this Engagement will be charged on an hourly basis at the Firm's standard rates in effect at the time the services are rendered. The Firm's hourly rates are reviewed and adjusted annually, with adjustments typically taking effect on January 1 of each calendar year. The Firm will provide the Client with prior written

4. Client Identification and Conflicts The Client for purposes of this Engagement is Ironside Capital Management LP, a Delaware limited partnership. The Firm's representation does not extend to any affiliated entities, funds (including any predecessor or successor funds managed or advised by Ironside), portfolio companies, general or limited partners, or individual officers, directors, members, managers, employees, o

5. Confidentiality All information provided by the Client to the Firm in connection with this Engagement, including without limitation documents, financial data, business plans, investment strategies, investor information, term sheets, and communications of every kind and nature (collectively, "Confidential Information"), and all work product generated by the Firm in connection with this Engagement (including memoran

6. Document Retention The Firm will maintain all files, documents, and records relating to this Engagement (whether in physical or electronic form) in accordance with the Firm's standard document retention policies as in effect from time to time. Upon the conclusion of the Engagement, whether by completion of the matters described herein, termination pursuant to Section 7, or otherwise, the Firm will retain files rel

7. Termination Either the Client or the Firm may terminate this Engagement at any time upon written notice to the other party. The Client's right to terminate is absolute. The Firm's right to terminate is subject to the Firm's obligations under applicable rules of professional conduct, including the obligation to provide reasonable notice to the Client and to take steps to the extent reasonably practicable to protect

8. Governing Law This engagement letter, and the relationship between the Firm and the Client arising hereunder, shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-laws rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other t

9. Acknowledgment and Acceptance We are delighted to have the opportunity to represent Ironside Capital Management LP in connection with this important co-investment opportunity and look forward to a productive working relationship. If the terms set forth in this engagement letter are acceptable to you, please confirm your agreement by countersigning and returning a copy of this letter to the undersigned at Calderwoo

1. Calderwood & Harkness LLP — Standard Terms of Engagement (incorporated herein by reference)

2. Calderwood & Harkness LLP — Privacy Notice Professional Category | Hourly Rate Range Partners | $1,450 – $1,850 Senior Associates | $950 – $1,250 Associates | $725 – $950 Paralegals / Legal Assistants | $375 – $475 Attorney | Role | Current Hourly Rate Pamela Cross | Responsible Partner | $1,800 Nicholas Stern | Billing Partner | $1,750 Sylvia Hartwell | Tax Specialist (Partner) | $1,650 Theresa Kim | Lead Associa