Contract analysis

I. Purpose This memorandum documents the results of the conflict of interest check conducted by the undersigned in connection with the proposed engagement of Calderwood & Harkness LLP ("C&H" or the "Firm") to represent Whitmore Aerospace LLC ("WAL"), a Delaware limited liability company headquartered at 4200 Wilson Boulevard, Suite 1100, Arlington, Virginia 22203, as Respondent in an arbitration proceeding commenced

II. Parties and Related Entities Searched The conflict check encompassed all parties to the proposed arbitration, their respective counsel, officers and key personnel, related third parties with a material connection to the dispute or the proposed engagement, prospective experts, anticipated adverse experts, and anticipated members of the arbitral tribunal. The full list of entities and individuals searched is set fo

1. Valkyr Precision Components Inc. Valkyr Precision Components Inc. ("Valkyr") is a corporation organized under the laws of the State of Arizona, with its principal place of business at 4401 East Irvington Road, Tucson, Arizona 85714. Valkyr is WAL's replacement supplier for certain precision-machined turbine housing components that were previously supplied by Kestrel under the MSA. Valkyr is a relevant third party

2. Veltrano National Bank, N.A. Veltrano National Bank, N.A. ("Veltrano") is a national banking association with its principal office at One Veltrano Center, Charlotte, North Carolina 28255. Veltrano serves as WAL's senior secured lender under a $350 million senior secured revolving credit facility. Veltrano was searched because an adverse outcome in the arbitration could have material implications for WAL's financia

3. Pinnacle Continental Insurance Co. Pinnacle Continental Insurance Co. ("Pinnacle") is an insurance company with its principal office at 200 Berkeley Street, Boston, Massachusetts 02116. Pinnacle is WAL's directors and officers ("D&O") and general liability insurer under Policy No. PCE-GL-2021-08854. Pinnacle was searched as a related party in connection with potential insurance coverage for costs and liabilities a

4. Ridgeline Economic Consulting LLC (Potential Respondent Damages Expert) Ridgeline Economic Consulting LLC ("Ridgeline") is a limited liability company with its principal office at 200 Park Avenue, Suite 3400, New York, New York 10166. Dr. Nadia Ostrovsky, Managing Director, is the anticipated engagement partner. Ridgeline is being considered as a potential damages and quantum expert for WAL in connection with the

5. Arclight Materials Science Inc. (Potential Respondent Technical Expert) Arclight Materials Science Inc. ("Arclight") is a corporation with its principal office at 7900 Westpark Drive, Suite 200, McLean, Virginia 22102. Dr. Raymond Chow, Principal Engineer, is the anticipated engagement lead. Arclight is being considered as a potential metallurgical and materials science expert for WAL, to opine on the alleged non-

6. Canfield & Thorpe LLP (Potential Forensic Accountant) Canfield & Thorpe LLP ("C&T") is a limited liability partnership with its principal office at 1345 Avenue of the Americas, New York, New York 10105. Sandra Gillespie, CPA/ABV, is the anticipated engagement partner. C&T is being considered as a potential forensic accounting firm for WAL in connection with the quantification of damages and the evaluation of Kestr

7. Rheinsberg Advisory AG (Anticipated Claimant Damages Expert) Rheinsberg Advisory AG ("Rheinsberg") is a Swiss stock corporation (Aktiengesellschaft) with its registered office at Talstrasse 62, 8001 Glenrock Assurance, Switzerland. Prof. Dieter Langfeld, Partner, is the anticipated engagement lead for Kestrel. Rheinsberg is expected to serve as Kestrel's damages expert in the arbitration. Searches were conducted u

8. Albrecht Prüftechnik GmbH (Anticipated Claimant Technical Expert) Albrecht Prüftechnik GmbH ("Albrecht") is a German limited liability company with its registered office at Robert-Bosch-Straße 12, 71229 Leonberg, Federal Republic of Germany. Dr. Martina Kessler, Director, is the anticipated engagement lead for Kestrel. Albrecht is expected to serve as Kestrel's technical expert, likely providing testimony on quali

III. Conflict Check Methodology The conflict of interest check described in this memorandum was conducted in accordance with the Firm's Conflict of Interest Policy (revised January 2022) and applicable provisions of the New York Rules of Professional Conduct, including Rules 1.7 (Conflict of Interest: Current Clients), 1.8 (Current Clients: Specific Conflict of Interest Rules), 1.9 (Duties to Former Clients), and 1.1

1. Database Searches. All searches were conducted using the Firm's proprietary conflicts management database ("C&H ConflictCheck"), which contains records of all current and closed client engagements, adverse parties, related parties, and key personnel associated with each matter. Searches were run using the following search parameters for each entity and individual identified in Section II above: (a) Full legal enti

2. Scope of Searches. The searches encompassed the following categories of records within the Firm's conflicts database: (a) All current matters across all C&H offices, including the Firm's New York and Washington, D.C. offices; (b) All closed matters within the prior seven (7) years (i.e., matters closed on or after November 1, 2015); and (c) The Firm's lateral hire disclosure records, which include representations

3. Bilateral Searches. The searches were designed to identify potential conflicts on both an adversary-side and a client-side basis. Specifically, each entity and individual was searched to determine whether it appears in the Firm's records as a current or former client, as an adverse party in a current or former matter, as a related or interested party, or as a witness or other participant in any matter handled by t

4. Personnel Confirmations. In addition to the database searches, each member of the proposed matter team — Theodore Langston, Vivienne St. Claire, Simone Laroche, and Jeffrey Park — was asked to confirm independently whether he or she has any personal, financial, or professional relationship with any of the searched parties that could give rise to an actual or potential conflict of interest.

5. Completion. The conflict check was initiated on October 31, 2022, and all searches and personnel confirmations were completed by the close of business on November 1, 2022. The results are set forth in Section IV below.

IV. Results A. Whitmore Aerospace LLC (Prospective Client) A comprehensive search of the Firm's conflicts database returned no results for Whitmore Aerospace LLC under any variation of its name. No current or prior representations of WAL by C&H were identified. Additionally, no current or prior matters were identified in which WAL, Marcus J. Whitmore III, Dana Prescott, Gerald Huang, or Dr. Ingrid Vollmer appears as

I. Arbitral Tribunal Members Comprehensive searches of the Firm's conflicts database were conducted for each of the following anticipated or potential tribunal members: (i) Prof. Dame Eleanor Fitzwilliam — No current or prior matters in which Prof. Dame Eleanor Fitzwilliam served as arbitrator, judge, or counsel in any matter involving C&H or any C&H client were identified. (ii) Dr. Hans-Ulrich Perren — No current or

V. Ethical Screens and Additional Considerations In addition to the database searches described above, the following supplemental steps were taken to ensure the completeness and reliability of the conflict check:

1. Lateral Hire Disclosures. A review of the Firm's lateral hire disclosure records was conducted to determine whether any current C&H attorney previously represented Kestrel Dynamics GmbH, Haber Reinhardt Schlosser Partnerschaft mbB, or any related party identified in Section II above during a prior firm affiliation. No such representations were identified. Accordingly, no ethical screen or information barrier is re

2. Matter Team Personal Confirmations. Each member of the proposed matter team has independently confirmed that he or she has no personal, financial, or professional relationship with any of the parties, counsel, experts, or tribunal members identified in Section II above that could give rise to an actual or potential conflict of interest. Specifically: (a) Theodore Langston, Partner — Confirmed no conflict. No perso

3. Financial Interest Review. The undersigned have confirmed that no C&H attorney holds any direct or indirect financial interest — including equity ownership, stock options, partnership interests, debt instruments, or any other form of pecuniary interest — in Whitmore Aerospace LLC, Kestrel Dynamics GmbH, Valkyr Precision Components Inc., Veltrano National Bank, N.A., Pinnacle Continental Insurance Co., or any other

4. IBA Guidelines on Conflicts of Interest. Although not strictly binding, the Firm has also considered the IBA Guidelines on Conflicts of Interest in International Arbitration (revised 2014) in connection with this engagement, given the international nature of the ICC arbitration. No circumstances falling within the Red List (Non-Waivable or Waivable), Orange List, or Green List of the IBA Guidelines were identified

VI. Conclusion and Recommendation Based on the comprehensive conflict of interest check described in this memorandum, the undersigned confirm that the conflict check is clear across all searched parties, counsel, experts, and anticipated tribunal members. No actual, potential, or apparent conflict of interest has been identified that would preclude Calderwood & Harkness LLP from representing Whitmore Aerospace LLC as

VII. Approval The undersigned request approval to proceed with the proposed engagement as described in this memorandum. RESPONSIBLE PARTNER By: ________ Name: Theodore Langston Title: Partner, Calderwood & Harkness LLP Date: ________ BILLING PARTNER By: ________ Name: Vivienne St. Claire Title: Partner, Calderwood & Harkness LLP Date: ________ GENERAL COUNSEL'S OFFICE / CONFLICTS COMMITTEE By: ________ Name: ________