Extract to table

The primary client contact for this engagement shall be Adriana Voss, Vice President & General Counsel, Pellegrino Capital Group LLC

In the event of termination by either party, Pellegrino will remain responsible for the payment of all fees and expenses incurred by Calderwood & Harkness through the effective date of termination, and all outstanding invoices shall become due and payable upon termination

Pellegrino agrees to execute any authorizations or consents reasonably necessary to facilitate such transfer

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

Limitation of Liability To the fullest extent permitted by applicable law and the Florida Rules of Professional Conduct, Calderwood & Harkness's aggregate liability to Pellegrino arising out of or relating to the services provided under this engagement, whether based in contract, tort, negligence, breach of fiduciary duty, or otherwise, shall not exceed the total amount of fees actually paid by Pellegrino to Calderwood & Harkness under this Engagement Letter

This limitation of liability shall not apply to claims arising from the Firm's gross negligence, willful misconduct, or fraud