Contract analysis

1. Scope of Representation The Firm is retained to represent RGC in connection with a trade libel action and related claims against Grizzly Peak Research LLC, a Delaware limited liability company with principal offices located at 44 Maiden Lane, 7th Floor, San Francisco, California 94108 ("Grizzly Peak" or the "Defendant"). The claims arise from the publication by Grizzly Peak of one or more research reports containi

2. Engagement Team The following attorneys will be principally responsible for the provision of legal services under this engagement. Each team member's role, title, and applicable 2024 standard hourly rate are set forth below. 2.1 Francesca Morano — Responsible Partner Title: Partner, Litigation (General) Role: Ms. Morano will serve as the Responsible Partner for this engagement. In that capacity, she will have over

3. Fee Arrangement 3.1 Modified Hourly Fee Structure Fees for professional services rendered by the Firm in connection with this engagement will be billed on a modified hourly basis, as described in this Section 3. During the pendency of the litigation from the Effective Date through the date on which a final resolution of the matter is achieved, whether by settlement, final judgment, or voluntary dismissal (the "Lit

4. Costs and Disbursements In addition to the professional fees described in Section 3, RGC shall reimburse the Firm for all reasonable out-of-pocket costs and disbursements actually incurred by the Firm in connection with the engagement. The Firm will exercise its professional judgment to manage costs prudently and in the best interests of the Company. Categories of anticipated costs and disbursements include, but a

5. Client Responsibilities The success of this engagement will depend, in significant part, on the full and timely cooperation of the Company. RGC agrees to the following responsibilities in connection with the engagement: (a) Cooperation. RGC agrees to cooperate fully with the Firm in all aspects of the engagement, including making its officers, directors, employees, and agents available for interviews, depositions,

6. Conflicts of Interest The Firm has conducted a comprehensive conflicts check in accordance with its internal procedures and the applicable California Rules of Professional Conduct. Based on that review, the Firm has determined that, as of the date of this letter, it has no existing engagement or relationship that poses a conflict of interest with respect to this matter. Specifically, the Firm does not currently re

7. Confidentiality and Privilege All communications between the Firm and RGC in connection with this engagement are intended to be protected by the attorney-client privilege, the work-product doctrine, and any other applicable privilege or protection. The Firm will treat all information provided by the Company in connection with this engagement as strictly confidential and will not disclose such information to any th

8. Insurance Notification The Firm recommends that RGC promptly notify its directors' and officers' ("D&O") liability insurer, which we understand to be Atlas National Insurance Group, of the facts and circumstances giving rise to this engagement. Timely notification is important to preserve the Company's rights under its D&O policy, including any potential coverage for defense costs, indemnification obligations, or

9. Termination Either party may terminate this engagement at any time by providing written notice to the other party. Any such termination shall be subject to the following terms: (a) Termination by the Company. In the event that RGC elects to terminate this engagement, the Company shall remain responsible for the payment of all fees earned and costs and disbursements incurred by the Firm through the effective date o

10. Document Retention Upon the conclusion or termination of this engagement, the Firm will retain the matter file — including the Firm's internal work product, correspondence, pleadings, discovery materials, and related documents — in accordance with the Firm's standard document retention policy. The Firm's current policy provides for a minimum retention period of seven (7) years from the date of matter closure, aft

11. Limitation of Liability To the fullest extent permitted by applicable law, the Firm's aggregate liability to RGC arising out of or in connection with this engagement, whether based on contract, tort (including negligence), or any other theory of liability, shall not exceed the total amount of fees actually paid by RGC to the Firm under this engagement letter as of the date on which any claim is asserted. This lim

12. Governing Law and Dispute Resolution This engagement letter shall be governed by and construed in accordance with the laws of the State of California, without regard to principles of conflicts of law that would result in the application of the laws of any other jurisdiction. Any dispute, controversy, or claim arising out of or relating to this engagement letter, the Firm's representation of RGC, or the fees charg

13. Entire Agreement; Amendments This engagement letter constitutes the entire agreement between the Firm and RGC with respect to the subject matter hereof and supersedes all prior and contemporaneous discussions, correspondence, proposals, and agreements, whether written or oral, relating to the Firm's engagement by the Company in this matter. No representations, warranties, or commitments have been made by either p

14. Acceptance and Countersignature We respectfully request that you indicate RGC's agreement to the terms and conditions set forth in this engagement letter by executing the acknowledgment below and returning a signed copy of this letter to my attention at the address set forth above, or by email to fmorano@calderwoodharkness.com. A copy of this letter suitable for countersignature is enclosed for your convenience.