Our fee (the “Recruitment Fee”) shall be a flat fixed fee equal to Two Hundred and Twenty Five Thousand Dollars ($225,000), payable in two parts, as provided below.

We agree to a Retainer of $125,000 paid in three installments of $41,666.66: payment #1 shall be invoiced upon signing this Engagement Agreement; payment #2 shall be invoiced at 30 days from the signing of this Engagement Agreement; payment #3 shall be invoiced at 60 days from the signing of this Engagement Agreement.

At the successful conclusion of the search, we will submit a final invoice charging the Success Fee of $100,000. In the spirit of alignment and to minimize the impact of common “garden leave” requirements, the term “conclusion of the search” is defined as the earlier of: (1) two weeks from the date of departure from the successful candidate’s existing organization and (2) the start date with L1. In the event that a candidate leaves their existing organization, but does not start with L1, then upon notice of such failure by L1 to Goldsmith & Co, we shall return the Success Fee associated with such candidate to L1 within ten (10) days.

If Goldsmith & Co helps facilitate candidate travel, we will reimburse all candidates directly for their travel-related expenses, provided that expenses receive pre-approval from L1. Goldsmith & Co will then send all supporting original receipts (or best efforts to do so) from candidates for proper reimbursement to Goldsmith & Co by L1.

Goldsmith & Co undertakes the recruiting process in partnership with its clients. As a result, we are retained on an exclusive basis for purposes of filling the US Capital Formation Professional role at L1 during the period of this Engagement Agreement (the “Term”). Subject to the carve outs described herein, during the Term, all candidates, whether originally identified or contacted by Goldsmith & Co, L1 or any of its subsidiaries will be considered part of Goldsmith & Co’s candidate pool. These candidates may be passed on to us for evaluation and referencing. This arrangement avoids possible conflicts, ensures that a consistent message is disseminated to the marketplace and allows us to serve as an objective screening resource.

For the avoidance of doubt, during the Term, Goldsmith & Co’s full Recruitment Fee will apply towards all candidates regardless of how they were originally sourced, with the exception of (i) any candidates currently employed by L1 or any of its affiliates (in which case, only the Retainer Fees shall apply).

This Engagement Agreement may be terminated by L1, by giving written notice to Goldsmith & Co not less than five days before the effective date of termination.

If the search is canceled, L1 will be obligated to pay Goldsmith & Co only for the accrued interim retainer fees plus expenses.

Notwithstanding any termination or cancellation of this Agreement, in the event that within 12 months from the date of introduction, L1 hires any person that was in the candidate pool (subject to any carve outs described herein) prior to such termination or cancellation for any position in the firm, the full Recruitment Fee or Success Fee (as applicable) shall be due and payable to Goldsmith & Co.

The fee and expenses are for professional services rendered. Payment of our fee and expenses is not contingent upon the hiring of one of our candidates except as otherwise set forth in this Engagement Agreement. Except as otherwise noted herein, all invoices are due and payable upon receipt.

Subject to any fees and expenses due and payable in respect of a hired candidate having been paid in full, if a candidate presented by Goldsmith & Co and hired by L1 is terminated for cause, or resigns without Good Reason (as defined herein), within twelve months from such candidate’s start date, Goldsmith & Co will reopen the assignment to find an alternative candidate who is acceptable to and hired by L1, at no charge to L1, provided that there has not been a material change in the specification of the position. With respect to any other termination of a candidate, Goldsmith & Co shall discuss with L1 any services to be provided in respect of a replacement. “Good Reason” shall be defined as the candidate’s resignation due to a diminution of his or her duties by L1, carried out without consent and which remains uncured for a period of thirty (30) days following the candidate’s notice to L1 of the existence of such condition and the candidate’s intent to resign in relation to the same; provided, however, that such diminution in duties shall not give rise to Good Cause if the change in duties is related to a company-wide restructuring.

For twelve months from the date of this Engagement Agreement, Goldsmith & Co will not recruit any employee from L1 or its subsidiaries except where L1 authorizes in writing an exception.

To the extent Goldsmith & Co comes into possession of any confidential information, trade secrets or other proprietary information of L1 under this Engagement Agreement, we will only use such confidential/proprietary information in connection with the assignment and will not disclose such information to any third party without L1’s consent, except (1) as may be required by law, regulation, judicial or administrative process, or in connection with litigation pertaining hereto, or (2) to the extent such information (i) shall have otherwise become publicly available (including, without limitation, any information filed with any governmental agency and available to the public) other than as the result of a disclosure by Goldsmith & Co in breach hereof, (ii) becomes available to Goldsmith & Co on a non-confidential basis from a source other than L1 which Goldsmith & Co believes is not prohibited from disclosing such information to Goldsmith & Co by obligation to L1, (iii) is known by Goldsmith & Co prior to its receipt from L1 without any obligation of confidentiality with respect thereto, or (iv) is developed by Goldsmith & Co independently of any disclosures made by L1 to Goldsmith & Co of such information. In satisfying its obligations under this paragraph, Goldsmith & Co shall maintain L1’s trade secrets and proprietary or confidential information in confidence using at least the same degree of care that it employs in maintaining in confidence its own trade secrets and proprietary or confidential information, but in no event less than a reasonable degree of care. Goldsmith & Co acknowledges that nothing in this Engagement Agreement prohibits or otherwise restricts voluntarily communicating with any governmental authority in connection with any reporting of suspected violations of law. Goldsmith & Co further acknowledges that it is not required to advise or seek permission from L1 before engaging in any such disclosure, but that, in connection with any such disclosure, Goldsmith & Co must inform such governmental authority that such information is confidential. This obligation will survive the termination of this Engagement Agreement.

Goldsmith & Co hereby acknowledges that Goldsmith & Co or Goldsmith & Co affiliates may be exposed to or access confidential information which contains or constitutes material non-public information about L1, L1 affiliates, L1 portfolio companies, or projects with which L1, L1 affiliates, or L1 portfolio companies are involved. Goldsmith & Co, on behalf of itself and Goldsmith & Co affiliates, agrees that Goldsmith & Co and Goldsmith & Co affiliates shall not act or trade upon any confidential information of L1, L1 affiliates, or L1 portfolio companies or communicate the confidential information to any other individual or entity who may act on or trade on the confidential information of L1, L1 affiliates, or L1 portfolio companies.

Upon the earlier of (a) L1’s request or (b) expiration or termination of this Engagement Agreement, Goldsmith & Co hereby agrees to return or destroy any confidential or proprietary information in its possession and certify the same in writing to L1.

Goldsmith & Co acknowledges that L1 is firmly committed to a policy of equal employment opportunity without regard to age, race, creed, color, ancestry, religion, gender, pregnancy, sexual orientation, national origin, citizenship, physical or mental disability, marital status, veteran’s status, genetic predisposition or genetic carrier status or any other basis that is prohibited by federal, state or local law. This policy governs all aspects of employment including recruitment, assignment, promotions, transfers, compensation, access to benefits, training and terminations. Goldsmith & Co represents and covenants that, in providing services under this Agreement, it has not and will not discriminate on any such basis.

Goldsmith & Co agrees that it will comply with all applicable laws and regulations, as well as generally established good business practices and codes of ethics that are consistent with the highest professional standards.