Extract to table

In the event of any conflict between this Engagement Letter and any prior oral or written communications between the Firm and the Company regarding this engagement, the terms of this Engagement Letter shall control

Notwithstanding the foregoing, total professional fees for this engagement shall not exceed $240,000 without the prior written consent of the Company (the "Fee Cap")

The Firm reserves the right to suspend work on the matter in the event that any invoice remains unpaid for more than sixty (60) days following its due date, provided that the Firm shall provide the Company with at least fifteen (15) days' prior written notice of its intention to suspend work and an opportunity to cure the outstanding balance

The dates set forth in this Section 9 are targets and do not constitute binding commitments or deadlines, and any failure to meet a target date shall not constitute a breach of this Engagement Letter

Governing Law This Engagement Letter and the terms of the Firm's engagement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles

In the event of termination of this engagement by either party, the Company will remain responsible for all professional fees accrued and expenses incurred through the effective date of termination, which shall be payable in accordance with the billing terms set forth in Section 4(c) above