Extract to table

C&H has further confirmed that it does not currently represent, and has not within the preceding twenty-four months represented, any of the foregoing parties in any matter; WHEREAS, the proposed engagement team at C&H consists of the following individuals: (a) Nathaniel Bower, Partner, who shall serve as the Responsible Partner and primary point of contact for the Board and the Chair; (b) Colette Whitman, Partner, who shall serve as the Billing Partner and co-lead on substantive governance matters; (c) Audrey Zhou, Senior Associate, who shall serve as the Lead Associate on the engagement; and (d) Brendan Walsh, Associate, who shall serve as the Working Associate on the engagement

Rates for other timekeepers, if any, shall be at C&H's standard 2024 rates as set forth in the Engagement Letter; (c) Retainer: An initial evergreen retainer of $75,000 shall be paid upon execution of the Engagement Letter

The retainer shall be held by C&H in its client trust account and shall be applied against fees and expenses as they are incurred

Nadine Khalil, General Counsel and Corporate Secretary, and Garrett Voss, Chief Financial Officer, are each individually authorized to review, approve, and direct payment of invoices rendered by C&H for fees and expenses in accordance with the terms of the Engagement Letter and the Company's standard accounts payable procedures, without the need for further Board authorization, provided that aggregate fees and expenses in excess of $1,500,000 (One Million Five Hundred Thousand United States Dollars) during any rolling twelve-month period shall be reported to the Board for information purposes at the next regularly scheduled Board meeting following the date on which such threshold is exceeded

The taking of any such actions and the execution and delivery of any such documents by any such officer shall be conclusive evidence of the approval thereof by the Board of Directors