Extract to table

This letter, once countersigned by the Client in the space provided below, shall constitute a binding agreement between Calderwood & Harkness LLP and Ironside Capital Management LP with respect to the matters described herein

For the avoidance of doubt, references to the "Client" throughout this engagement letter shall be understood to include, as the context requires, Ironside Capital Management LP and each of Fund I, Fund II, and Fund III (collectively, the "Funds")

For purposes of day-to-day communications relating to this engagement, the primary client contact shall be Katherine Lim, General Counsel and Chief Compliance Officer of Ironside Capital Management LP

The secondary client contact shall be Elliot Brennan, Co-Founder, Managing Partner, and Chief Investment Officer of Ironside Capital Management LP

2 must be agreed in writing by both C&H and the Client

Retainer The Client agrees to pay an evergreen retainer in the amount of Five Hundred Thousand Dollars ($500,000) (the "Retainer") upon execution of this engagement letter