July [], 2023

CONFIDENTIAL

Ladies and Gentlemen:

We are pleased to confirm the appointment of [FIRM] (“[FIRM]”, “we” or “us”) to act as exclusive financial advisor to (the “Company”, “you” or “your”) in connection with a possible Transaction involving [TARGET COMPANY] and/or its affiliates (collectively, “Target”). For purposes of this letter agreement, a “Transaction” means, whether effected in one transaction or a series of transactions and regardless of the form of the Transaction, directly or indirectly, (a) any merger, restructuring, joint venture or other business combination pursuant to which the business of Target is combined with that of the Company or any of its affiliates, or (b) the acquisition (including by way of tender offer, recapitalization or exchange, as applicable) by the Company or any of its affiliates of (i) 40% or more of the newly issued and/or outstanding capital stock of Target, (ii) control of Target other than through the acquisition of its capital stock, or (iii) 40% or more of the assets, revenues, income or businesses of Target.

Scope of Engagement. In connection with this engagement, we will provide the following services, as may be appropriate and requested by you:

familiarizing ourselves, to the extent we deem appropriate, with the business, operations, properties, condition (financial and otherwise) and prospects of the Target and, if appropriate, the Company;

advising and assisting the Company in considering the desirability of effecting a Transaction, and, if you believe such a Transaction to be desirable, in developing and implementing a general strategy for accomplishing the Transaction;

supporting the engagement of and coordinating with external advisors to assist in conducting due diligence on the Target;

assisting in the evaluation of potential value and return implications of various acquisition prices for the Target;

advising the Company in structuring related acquisition financing; and

assisting the Company in making internal presentations regarding the Target and the potential transaction.

If, during the term of this engagement or within 18 months thereafter, the Company or its affiliates proposes to effect a financing or refinancing related to the Transaction contemplated hereunder (including through a public or private offering of debt or equity securities or loans) for which the Company or such affiliate would engage an investment bank, the Company agrees to offer, or to cause its affiliates to offer, [FIRM] the opportunity to act as its book-running manager, exclusive placement agent, or lead arranger and administrative agent in connection with such transaction on mutually agreeable terms, including customary fees. In such event, the Company and [FIRM] (or their respective affiliates)will enter into a separate agreement or other appropriate documentation for such transaction containing such compensation and other terms and conditions as are customary for internationally recognized investment banking firms for similar transactions, including, without limitation, appropriate indemnification provisions. This paragraph shall survive the termination of this letter agreement.