Contract analysis

1. Purpose and Background Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm its engagement by Whitmore Aerospace LLC ("WAL" or the "Client"), a Delaware limited liability company headquartered in Arlington, Virginia, in connection with the defense of WAL as Respondent in the arbitration proceeding commenced by Kestrel Dynamics GmbH ("Kestrel" or "Claimant"), a German Gesellschaft mit beschränkter

2. Scope of Engagement C&H will represent WAL as Respondent in ICC Case No. 27914/MHM. The scope of our engagement encompasses the full range of activities necessary to defend WAL's interests in the Arbitration, including but not limited to the following: (a) Defense against all claims asserted by Kestrel in the Arbitration, including Kestrel's claims of material breach of the MSA, claims for lost profits (both over

3. Responsible Attorneys The following attorneys have been assigned to this matter and will be principally responsible for the conduct of the engagement: Theodore Langston, Partner — Mr. Langston will serve as the Responsible Partner for this engagement. He will have overall supervisory responsibility for the matter, serve as the primary client contact for strategic and substantive matters, and take a leading role in

4. Fee Arrangement C&H will bill for this engagement on an hourly basis, in accordance with the Firm's standard billing practices. No contingency fee, success fee, or alternative fee arrangement applies to this engagement unless separately agreed in writing by the Firm and the Client. The Firm's professional fees will be calculated based on the number of hours expended by each timekeeper multiplied by that timekeeper

5. Billing Procedures Invoices for professional fees and reimbursable costs will be rendered monthly, in arrears, and will be transmitted to the Client's designated billing contact. Each invoice will include a detailed description of the services performed during the billing period, the identity of the timekeeper responsible for each entry, the hours expended by each timekeeper, the applicable hourly rate, and a summ

6. Costs and Disbursements In addition to professional fees for attorney and staff time, the Client will be responsible for reimbursement of all reasonable out-of-pocket costs and disbursements incurred by the Firm in connection with the engagement. These costs and disbursements may include, but are not limited to, the following: (a) Expert witness fees and expenses, including the fees and costs of damages and quantu

7. Confidentiality All information provided by the Client to C&H in connection with this engagement, including documents, data, communications, technical information, business strategies, financial records, and all other materials and information of whatever nature, will be treated as strictly confidential by the Firm and its personnel. Such information is and shall remain subject to all applicable attorney-client pr

8. Conflicts of Interest C&H has conducted a thorough conflicts check in accordance with the Firm's standard policies and procedures and in compliance with the New York Rules of Professional Conduct. Based on the information available to the Firm as of the date of this letter, the Firm confirms that it has identified no conflicts of interest that would preclude the representation of WAL in the Arbitration. The Firm's

9. Document Retention C&H will maintain all files and records related to this engagement — including pleadings, correspondence, work product, research memoranda, notes, and other materials generated or received in connection with the Arbitration — in accordance with the Firm's standard document retention policies and procedures, and in compliance with all applicable professional responsibility obligations. Upon concl

10. Termination of Engagement Either party may terminate this engagement at any time upon reasonable written notice to the other party. In the event of termination by the Client, C&H will promptly cease all work on the matter, subject to any obligations that the Firm may have under applicable professional responsibility rules or orders of the Tribunal to take reasonable steps to protect the Client's interests during

11. Limitation of Scope This engagement is limited to the defense of WAL as Respondent in ICC Case No. 27914/MHM and the related matters specifically described in Section 2 above. The Firm's duties, obligations, and responsibilities under this engagement letter are confined to the scope set forth herein. For the avoidance of doubt, C&H has not been retained to provide legal advice on, and this engagement does not cov

12. Client Contacts The primary client contact for this engagement shall be Dana Prescott, Vice President & General Counsel, Whitmore Aerospace LLC. All substantive communications regarding the Arbitration, including reports on case developments, strategic recommendations, and requests for instructions, will be directed to Ms. Prescott unless she instructs otherwise in writing. Ms. Prescott will serve as the Client's

13. Governing Law This engagement letter, including all rights and obligations of the parties hereunder, 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. Any dispute arising out of or relating to the terms of this engagement letter shall be resolved in the courts of the State of New York located in the County of New York, or in

14. Acceptance We are grateful for the opportunity to represent Whitmore Aerospace LLC in this matter and are confident in the strength of WAL's position. We look forward to working with you and your team throughout the course of these proceedings. Please confirm your acceptance of the terms and conditions set forth in this engagement letter by signing where indicated below and returning a signed copy to my attention

1. C&H Standard Terms of Engagement (incorporated by reference herein)

2. Engagement Number Reference Sheet (1019-00001) cc: Vivienne St. Claire, Partner, Calderwood & Harkness LLP cc: Simone Laroche, Senior Associate, Calderwood & Harkness LLP cc: Jeffrey Park, Associate, Calderwood & Harkness LLP Timekeeper | Position | Hourly Rate (USD) Theodore Langston | Partner | $1,475 Vivienne St. Claire | Partner | $1,425 Simone Laroche | Senior Associate | $895 Jeffrey Park | Associate | $625