Extract to table

This letter sets forth the terms and conditions governing our engagement and, upon your execution below, shall constitute a binding agreement between the Firm and the Company

The terms and conditions set forth in this engagement letter shall govern the Firm's representation of the Company for the duration of the engagement, unless modified by a subsequent written agreement signed by both parties

The Company agrees to cooperate in good faith with the Firm in addressing any such conflicts that may arise

Nothing in this engagement letter shall be construed to limit the Company's right to disclose the Firm's advice to its other professional advisors (including Whitfield Royce & Co

Governing Law and Dispute Resolution This engagement letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to its principles of conflicts of law

Any dispute, controversy, or claim arising out of or relating to this engagement letter or the Firm's representation of the Company hereunder, including any dispute regarding fees, the scope of the engagement, or the Firm's professional responsibilities, shall be submitted to the exclusive jurisdiction of the state and federal courts located in New York County, New York