Extract to table

4 above, and the Audit Committee and QIH shall remain responsible for payment of all fees and expenses properly incurred under this engagement

All routine document-destruction, auto-deletion, and records-retention policies applicable to in-scope materials must be suspended immediately and remain suspended for the duration of the Investigation

Any decision regarding privilege waiver — whether in connection with voluntary disclosure to regulators, cooperation with law enforcement, or otherwise — shall be made solely by the Audit Committee after consultation with Calderwood & Harkness

Calderwood & Harkness will advise the Audit Committee on the scope and content of information to be shared with the insurer, recognizing that notice and cooperation obligations under the D&O policy must be balanced against privilege considerations

Whistleblower Protections The Audit Committee and QIH must ensure strict compliance with the whistleblower protection provisions of the Sarbanes-Oxley Act of 2002, Section 806 (18 U

Governing Law and Dispute Resolution This Engagement Letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict-of-laws principles