Extract to table

Our engagement will be deemed effective as of the date of your countersignature, although the Firm may, at the Client's request, commence preliminary work on the matter prior to receipt of the countersigned copy, in which case the terms set forth herein shall apply retroactively to such preliminary work

The Firm shall have no liability for the acts, omissions, opinions, or work product of such third-party consultants or advisors

The actual fees incurred will depend on a number of factors, many of which are beyond the Firm's control, including but not limited to: the complexity of the Transaction and the issues identified during due diligence; the extent and intensity of negotiation required with Seller's counsel; the number and nature of title exceptions and due diligence issues that must be resolved prior to Closing; the structure and complexity of the acquisition financing; and any changes in the scope of the engagement requested by the Client

Client Identification and Tax Information For the Firm's records and in compliance with applicable regulatory requirements, we note the following information regarding the Client: • Client Full Legal Name: Briarwood Family Office LLC • Entity Type: Delaware limited liability company • Employer Identification Number (EIN): 83-2947156 • Principal Office Address: 680 Park Avenue, 9th Floor, New York, New York 10065 The Client represents that the foregoing information is accurate and complete and agrees to notify the Firm promptly of any changes to such information

Nothing in this Section 9 shall be construed to limit or waive the protections of the attorney-client privilege

Governing Law This Engagement Letter and the relationship between the Firm and the Client arising hereunder 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