Extract to table

The Company's transaction counsel for the proposed acquisition is Harmon Ridgeway & Strauss LLP, New York, New York, and the Firm understands that Harmon Ridgeway & Strauss LLP will continue to serve in that capacity; (b) Representation of the Company in connection with any securities law matters, including any SEC filings, shareholder communications, or disclosure obligations arising from the litigation or the transaction; (c) Representation of the Company in connection with any financing arrangements related to the proposed acquisition; (d) Representation of the Company in any shareholder litigation, derivative actions, or other proceedings brought by shareholders or other third parties in connection with the proposed acquisition or the FTC challenge; (e) Any appellate proceedings arising from the District Court's ruling on the preliminary injunction motion or any other order entered in the District Court Action, which would require a separate scope agreement and fee estimate to be negotiated and executed between the Firm and the Company prior to the commencement of any such appellate work; and (f) Any consent decree negotiations, settlement discussions, or remedy proposals with FTC staff or Commissioners, which shall be within the scope of this engagement only if expressly authorized in writing by the Company

Any undisputed amounts shall be paid within the thirty (30) day payment period

The Company agrees to provide an initial retainer in the amount of Five Hundred Thousand Dollars ($500,000) upon execution of this engagement letter

Any request for replenishment will be made in writing, and the Company agrees to replenish the retainer to its original amount within fifteen (15) days of such request

Information shared under the joint defense agreement and/or common interest agreement with Pinnacle's counsel, Whitfield, Greer & Tanaka LLP, shall be treated in accordance with the terms of that agreement

The sharing of privileged or work-product protected information pursuant to and in compliance with the terms of the JDA shall not constitute a waiver of any applicable privilege or protection, consistent with the common interest doctrine