Contract analysis

I. INTRODUCTION AND SUMMARY Calderwood & Harkness LLP ("C&H" or the "Firm") represents [Insert Issuer Full Legal Name] ("[Insert Issuer Short Name]" or the "Company") in connection with the proposed initial public offering (the "Offering" or the "IPO") of approximately $[Insert Aggregate Offering Size] of shares of the Company's common stock, par value $0.01 per share, on the [Insert Exchange Name] under the proposed

II. MARKET CONDITIONS SUMMARY A. General Equity Capital Markets Overview [Instruction to Drafting Attorney: Insert a summary of overall equity capital markets activity during the quarter covered by this update. The summary should address, at a minimum, the following topics: (i) aggregate IPO volume (number of offerings and aggregate proceeds raised) during the quarter, with comparison to the prior quarter and the sam

III. REGULATORY AND LEGISLATIVE DEVELOPMENTS A. SEC Regulatory Developments [Instruction to Drafting Attorney: Insert a summary of any SEC rulemaking actions, proposed rules, final rules, staff guidance, no-action letters, staff legal bulletins, or other SEC pronouncements issued during the quarter that are relevant to the Registration Statement, the Company's IPO disclosure obligations, or the Company's status as an

IV. REGISTRATION STATEMENT AND SEC CORRESPONDENCE STATUS A. Current Status of Registration Statement The following is a summary of the current status of the Registration Statement as of the Cut-off Date: Confidential Submissions: The Company has made [Insert number] confidential draft registration statement ("DRS") submissions and amendments to the SEC pursuant to Section 6(e) of the Securities Act and the JOBS Act.

V. FINANCIAL STATEMENT STALENESS MONITORING A. Current Financial Statements in the Registration Statement The financial statements currently included in the most recent draft of the Registration Statement (Amendment No. [Insert Number]) are as follows: Audited Financial Statements: Audited consolidated financial statements of [Insert Issuer Full Legal Name] for the fiscal years ended [Insert Years] (e.g., December 31

VI. KEY DOCUMENT STATUS AND PRESERVATION A. Registration Statement and Prospectus The substantially complete draft of the Registration Statement (Amendment No. [Insert Number] to the DRS) is preserved in the Firm's document management system (DMS) under Matter No. [Insert Matter Number], Document ID [Insert Document ID]. A complete set of all prior versions, blackline comparisons, SEC comment letters, and response le

VII. COMPANY DEVELOPMENTS REQUIRING S-1 DISCLOSURE UPDATES The Firm respectfully requests that [Insert Issuer Short Name] management inform Calderwood & Harkness promptly of any material developments during the quarter (or since the last update) that would require updates to the disclosure in the Registration Statement. Timely disclosure of such developments is essential to ensure that the Registration Statement can

VIII. ACTION ITEMS AND RECOMMENDATIONS A. Immediate Action Items [Instruction to Drafting Attorney: Insert a checklist of any items requiring prompt attention from [Insert Issuer Short Name] management or the working group. Examples of immediate action items may include:] [ ] Execute outstanding Lock-Up Agreements (see Section VI.C above) — [Insert Number] agreements remain outstanding. [ ] Provide updated financial

1. Quarterly Check-In Call. Schedule a [Insert Frequency — e.g., quarterly] check-in call among [Insert Issuer Short Name] management (General Counsel, CFO, and other participants as appropriate), Calderwood & Harkness (responsible partner and lead associate), and the lead book-running manager ([Insert Lead-Left Book-Runner Name]) to assess market readiness, review the Company's financial and operational developments

2. Advance Notice for Relaunch. The Firm requests that [Insert Issuer Short Name] management provide at least [Insert Lead Time — e.g., 8–12 weeks] advance notice to Calderwood & Harkness and [Insert Auditor Name] before a target relaunch date to allow adequate time for financial statement preparation, S-1 updates, SEC resubmission, and the satisfaction of all reactivation conditions identified above. Earlier notice

3. Ongoing Market Monitoring. The Firm and the lead book-running manager will continue to monitor equity capital markets conditions and sector-specific IPO activity on an ongoing basis between quarterly updates. If market conditions change materially (either favorably or unfavorably) between quarterly updates, the Firm will notify [Insert Issuer Short Name] management promptly.

4. Prompt Notification of Developments. The Firm reiterates its request that [Insert Issuer Short Name] management notify Calderwood & Harkness promptly of any material developments described in Section VII above, whether or not the Offering is actively being pursued. Timely communication of developments is essential to maintaining the Registration Statement in a state of readiness for reactivation.

IX. FEE AND BILLING STATUS The fee arrangement for the Firm's representation of [Insert Issuer Short Name] in connection with the Offering is governed by the Engagement Letter dated [Insert Date]. Under the Engagement Letter, the fee arrangement consists of: (i) a monthly retainer of $[Insert Amount], which is credited against hourly fees incurred during the applicable month, with any excess hourly fees billed as ove

X. CONTACT INFORMATION The key Calderwood & Harkness contacts for this matter are as follows. Please do not hesitate to reach out to any member of the team with questions, information, or requests: In the event that you are unable to reach the responsible partner or lead associate, please contact the Firm's Capital Markets Group main line at (212) 558-[Insert Extension] or the Firm's general switchboard at (212) 558-

XI. CONFIDENTIALITY NOTICE AND DISCLAIMER Privileged and Confidential — Attorney-Client Communication / Attorney Work Product. This memorandum and all attachments hereto are protected by the attorney-client privilege and/or constitute attorney work product within the meaning of applicable law. This communication is intended solely for the use of the addressees identified on the first page of this memorandum and other