Contract analysis

1. Scope of Engagement The Firm's engagement in connection with the Offering will include the following: (a) Prospectus Supplements. Preparation, review, and filing with the SEC of the preliminary prospectus supplement and the final prospectus supplement relating to the Offering, including all exhibits, annexes, and incorporated documents thereto, in each case supplementing the base prospectus contained in the Regist

2. Engagement Team The following attorneys will principally staff this matter on behalf of the Firm: Mr. Adeyemi will serve as the partner primarily responsible for overseeing the Firm's work on this engagement and will serve as the Company's principal point of contact. Ms. Kwon will be responsible for billing and fee-related matters. Ms. Forbes will serve as the lead associate and will coordinate the day-to-day work

3. Fees and Expenses The Firm's fees for this engagement will be based on the time spent by attorneys and other timekeepers on the matter, billed at each timekeeper's standard hourly rate. The Firm's standard hourly rates for 2021 are as follows: Paralegal and other paraprofessional time, if applicable, will be billed at the Firm's standard rates for such timekeepers, which currently range from $275 to $425 per hour.

4. Matter Number The Firm has assigned the following internal matter number to this engagement: 1025-00001. The Company is requested to reference this matter number in all correspondence, communications, and payments directed to the Firm in connection with the Offering. Inclusion of the matter number will facilitate the accurate and timely processing of all communications and the proper allocation of charges to the C

5. Conflicts and Governing Law The Firm has conducted a conflicts check in accordance with its standard procedures and the applicable Rules of Professional Conduct and is not currently aware of any conflict of interest that would preclude or limit the Firm's representation of the Company in connection with this engagement. The Company acknowledges that the Firm is a large, multi-practice law firm that represents nume

6. Confidentiality The Firm recognizes the highly sensitive and confidential nature of the information that the Company will provide to the Firm in connection with this engagement. All information provided by or on behalf of the Company to the Firm in connection with this engagement, whether in written, oral, electronic, or other form, will be treated by the Firm as confidential and will be used solely for the purpos

7. Termination Either party may terminate this engagement at any time, with or without cause, upon written notice to the other party. Termination by either party shall not relieve the Company of its obligation to pay all fees and expenses that have been incurred by the Firm through the effective date of such termination, including fees for services rendered and expenses incurred prior to the Firm's receipt or deliver

8. Document Retention The Firm's standard document retention policies, as in effect from time to time, will apply to all materials created or received by the Firm in connection with this engagement. Client materials, including original documents provided by the Company to the Firm, will be returned to the Company upon written request, subject to the Firm's right to retain copies of such materials as may be required o

9. Limitation of Engagement The Firm's representation of the Company under this engagement letter is limited to the specific matters described in Section 1 above. The Firm does not undertake to advise the Company with respect to any other legal matters, transactions, disputes, or proceedings unless the scope of the Firm's representation is separately expanded or a new engagement is undertaken pursuant to a separate w