Extract to table

Nothing in this engagement shall be construed as the provision of audit, accounting, or financial advisory services by the Firm

Limitation of Liability To the fullest extent permitted by applicable law, the aggregate liability of Calderwood & Harkness LLP, its partners, associates, employees, and agents, arising out of or in connection with this engagement, whether in contract, tort, or otherwise, shall not exceed the total amount of professional fees actually paid by the Company to the Firm under this Engagement Letter

This limitation of liability shall not apply in cases of gross negligence, willful misconduct, or fraud by the Firm or any of its partners, associates, employees, or agents

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

4, this Engagement Letter shall constitute a binding agreement between the Firm and the Company with respect to the matters described herein

This Engagement Letter may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument