Extract to table

This engagement shall be effective as of the date hereof, April 3, 2023

Upon execution of this Engagement Letter, the Company shall pay to the Firm a retainer in the amount of One Hundred Thousand Dollars ($100,000) (the "Retainer")

The Retainer shall be applied against fees and disbursements as they become due and payable

In the event that the balance of the Retainer is drawn below Twenty-Five Thousand Dollars ($25,000) at any time during the engagement, the Firm may request that the Company replenish the Retainer to its original amount, and the Company agrees to use commercially reasonable efforts to make such replenishment promptly upon request

Any unused balance of the Retainer remaining upon the conclusion or termination of this engagement shall be promptly returned to the Company

1 above, a success fee in the amount of Seven Hundred Fifty Thousand Dollars ($750,000) (the "Success Fee") shall be payable to the Firm upon the closing (the "Closing") of the Restructuring transactions contemplated by this engagement