Contract analysis

1. Introduction and Purpose Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm the terms of its engagement by Harrowgate Capital Management LLC ("HCM" or the "Client"), in its capacity as general partner of Harrowgate Private Equity Fund IV, L.P. ("HPE Fund IV"), a Delaware limited partnership. We appreciate the confidence that you and your colleagues have placed in our Firm, and we look forward to

2. Scope of Engagement The Firm's engagement encompasses the services described in Sections 2.1 through 2.4 below (collectively, the "Services"). The scope of the engagement is subject to the limitations set forth in Section 2.5. 2.1 HSR Premerger Notification Preparation and Filing C&H will prepare the Notification and Report Form required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (t

3. Engagement Team The following attorneys have been assigned to this matter and will be primarily responsible for the delivery of the Services described herein: Additional attorneys, paraprofessionals, or other support personnel may be assigned to this matter from time to time as the needs of the engagement require. The Client will be informed of any material changes to the composition of the engagement team, includ

4. Client Contacts The Firm's primary contacts at the Client for this engagement shall be the following individuals: (a) Gavin Trask, Managing Partner & Chairman, Harrowgate Capital Management LLC; (b) Diane Ochoa, Partner, Head of Financial Services Investments, Harrowgate Capital Management LLC; and (c) Marcus Hale, Vice President, Deal Execution, Harrowgate Capital Management LLC. Direction and authorization for t

5. Fees and Billing Arrangements 5.1 Hourly Rates C&H's services under this engagement will be billed on an hourly basis at the Firm's current standard rates, which are as follows for the categories of timekeepers expected to work on this matter: • Partners: $1,650 per hour • Counsel: $1,350 per hour • Associates: $875 per hour Rates for paraprofessionals, legal assistants, and other support personnel will be communi

6. Confidentiality C&H will maintain the confidentiality of all information received from the Client, or on behalf of the Client, in connection with this engagement, in accordance with the Firm's professional obligations under applicable rules of professional conduct and the Firm's internal information security policies. Without limiting the generality of the foregoing, the Firm will not disclose Confidential Informa

7. Conflicts of Interest C&H has conducted a comprehensive conflicts check in connection with this engagement utilizing the Firm's conflicts management system. Based on the results of that check, the Firm is not currently aware of any conflict of interest that would prevent it from undertaking this engagement in accordance with applicable rules of professional conduct. The Client acknowledges that C&H is a large law

8. Document Retention Upon the conclusion of this engagement, whether by completion of the Services, termination, or otherwise, C&H will retain the engagement file (including both paper and electronic files) in accordance with the Firm's document retention policy, as in effect from time to time. The Firm's current policy provides for the retention of closed matter files for a period of ten (10) years following the cl

9. Termination of Engagement Either party may terminate this engagement at any time upon written notice to the other party. The Client's obligation to pay all fees and disbursements incurred through the date of termination shall survive any such termination. In the event of termination by the Client, C&H will render a final invoice reflecting all unbilled fees and disbursements through the date of termination, and pa

10. Limitation of Liability To the fullest extent permitted by applicable law, C&H's aggregate liability to the Client in connection with this engagement, whether arising in contract, tort (including negligence), strict liability, or otherwise, shall not exceed the total amount of professional fees actually paid by the Client to C&H for Services rendered under this Engagement Letter. This limitation of liability appl

11. Governing Law and Dispute Resolution This Engagement Letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law that would require the application of the laws of any other jurisdiction. Any dispute, controversy, or claim arising out of or relating to this Engagement Letter, the Services provided hereunder, or the relationship be

12. Entire Agreement and Amendments This Engagement Letter, together with Attachment A (C&H Standard Terms and Conditions of Engagement) and Attachment B (C&H Privacy Notice and Data Processing Terms), constitutes the entire agreement between C&H and the Client with respect to the terms and conditions of this engagement, and supersedes all prior and contemporaneous discussions, negotiations, understandings, and agree

13. Acceptance and Execution We are delighted to have the opportunity to represent Harrowgate Capital Management LLC in connection with this important transaction. If the foregoing terms and conditions are acceptable to you, please countersign this Engagement Letter in the space provided below and return a fully executed copy to our office. Upon receipt of the executed Engagement Letter, we will promptly commence wor