Extract to table

Any expansion of the scope of our representation, or any engagement of Calderwood & Harkness to represent the Client or any of its affiliates in any matter other than the Transaction, shall be documented in a supplemental engagement letter or written amendment to this Letter, executed by both parties

Notwithstanding the foregoing, if any acquisition subsidiary, merger subsidiary, or other special purpose vehicle is formed in connection with the Transaction (for example, a wholly owned merger subsidiary to be used in the reverse triangular merger structure), our representation of such entity shall be deemed to be within the scope of this engagement and shall not require a separate engagement letter, provided that such entity is and remains wholly owned, directly or indirectly, by the Client

All communications between the Firm and the Client, and all materials prepared by the Firm in connection with the engagement, shall be protected by the attorney-client privilege and the work product doctrine to the fullest extent permitted by law

Limitation of Liability The Firm's aggregate liability to the Client arising out of or in connection with this engagement, whether based in contract, tort (including negligence), strict liability, or any other theory, shall not exceed the total amount of professional fees actually paid by the Client to the Firm for services rendered under this Engagement Letter

This limitation shall not apply in cases involving the Firm's willful misconduct or gross negligence

The limitations set forth in this Section 8 shall survive the conclusion or termination of this engagement