Extract to table

This engagement shall be effective as of March 28, 2022

Our professional obligations, including the duties of loyalty and confidentiality, run to VMS as the Client, and VMS shall have the ultimate authority with respect to all decisions concerning the engagement

Collectively, the foregoing proposed transaction and all related proceedings, negotiations, filings, and activities shall be referred to herein as the "Matter

1 Retainer Amount and Structure The Client shall provide to the Firm an initial retainer in the amount of $150,000 (the "Retainer") within ten (10) business days of execution of this engagement letter

1025-00008 The Retainer shall be an "evergreen" retainer, meaning that it shall be maintained at the initial amount of $150,000 at all times during the pendency of the engagement

Upon any such application, the Client shall replenish the Retainer to the full $150,000 amount within ten (10) business days of the Firm's written request for replenishment