Extract to table

For purposes of this engagement, PCG and PHAC shall be co-clients of the Firm, and the terms and conditions of this engagement letter shall apply with equal force to PHAC upon its formation, as more fully described in Section 7 below

2 Fee Cap Notwithstanding the foregoing hourly rates, the total fees billed for the IPO transaction — including the formation and organization of PHAC, the preparation and filing of the Registration Statement, the IPO closing, and any over-allotment closing — shall not exceed Seven Hundred Fifty Thousand Dollars ($750,000) (the "Fee Cap")

Retainer PCG agrees to pay an advance retainer in the amount of One Hundred Thousand Dollars ($100,000) (the "Retainer") upon execution of this engagement letter

The Retainer shall be remitted by wire transfer of immediately available funds to the Firm's client trust account, the details of which will be provided under separate cover

In such event, the Firm will provide PCG with written notice of the request for replenishment, and PCG shall use commercially reasonable efforts to replenish the Retainer within fifteen (15) business days of such notice

Governing Law This engagement letter and the relationship between the Firm and the Client shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles