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Contract analysis / engagement-letter-whitmore-itar-ear.docx
engagement-letter-whitmore-itar-ear.docx
High · 4
Medium · 5
Standard · 2
1. Introduction and Engagement Confirmation
Medium
⚑ Liability cap to check against exposure
1. Introduction and Engagement Confirmation Thank you for selecting Calderwood & Harkness LLP ("Calderwood & Harkness," "C&H," or the "Firm") to represent Whitmore Aerospace LLC ("Whitmore," "WAL," or the "Client"), a Virginia limited liability company (EIN 54-3921087), in connection with the above-referenced matter. We are pleased to undertake this representation and look forward to assisting Whitmore in navigating
2. Description of the Client
2. Description of the Client For purposes of this engagement, the Client is: Full Legal Name: Whitmore Aerospace LLC Entity Type: Virginia limited liability company, organized and existing under the laws of the Commonwealth of Virginia Headquarters Address: 2400 Ridgecrest Boulevard, Suite 600, Arlington, VA 22201 Registered Agent: Commonwealth Registered Agents Inc., 1021 East Broad Street, Richmond, VA 23219 Employ
3. Background of the Matter
High
⚑ Non-compete / exclusivity restraint
3. Background of the Matter The following summary of the factual and regulatory background of this matter is based on information provided to Calderwood & Harkness by Whitmore and Hargrove & Landsdowne LLP during preliminary consultations conducted between April 25 and May 5, 2025. This summary is intended to confirm our shared understanding of the relevant facts and circumstances. Whitmore should promptly advise us
4. Scope of Engagement
Medium
⚑ Confidentiality undertaking
4. Scope of Engagement Calderwood & Harkness's representation of Whitmore under this Engagement Letter encompasses the following workstreams: 4.1 ITAR/EAR Jurisdiction and Commodity Classification Assessment Calderwood & Harkness will conduct a comprehensive analysis of whether the WPX-4200 Meridian system, including all subcomponents, is subject to the jurisdiction of the ITAR (22 C.F.R. Parts 120–130, administered
1. Kantara Ministry of National Defence (end-user);
1. Kantara Ministry of National Defence (end-user);
2. Brigadier General Niko Stathakis, Director of Procurement, Kantara MoND (end-user cont
2. Brigadier General Niko Stathakis, Director of Procurement, Kantara MoND (end-user contact);
3. Drakon Defence Systems Société Anonyme (intermediary);
3. Drakon Defence Systems Société Anonyme (intermediary);
4. Theodoros Papadimitriou, CEO of Drakon;
4. Theodoros Papadimitriou, CEO of Drakon;
5. Castellan Holdings Limited, 28% minority shareholder of Drakon;
5. Castellan Holdings Limited, 28% minority shareholder of Drakon;
6. Yiannis Andreou, listed UBO of Castellan Holdings Limited;
6. Yiannis Andreou, listed UBO of Castellan Holdings Limited;
7. All members of the Drakon board of directors (five individuals; names to be confirmed
7. All members of the Drakon board of directors (five individuals; names to be confirmed by Whitmore);
8. Kantara Air Force logistics and receiving personnel designated to receive the exported
8. Kantara Air Force logistics and receiving personnel designated to receive the exported defense articles (names to be provided by Whitmore upon identification);
9. Any freight forwarder, carrier, or shipping agent engaged for export shipment (to be d
High
⚑ Penalty / liquidated damages
9. Any freight forwarder, carrier, or shipping agent engaged for export shipment (to be determined). Screening Lists. Each party identified above will be screened against the following U.S., multilateral, and international restricted-party lists: • OFAC Specially Designated Nationals and blocked Persons List ("SDN List"); • OFAC Sectoral Sanctions Identifications List ("SSI List"); • OFAC Non-SDN Menu-Based Sanctions
5. Engagement Team
Standard
⚑ Commercial term
5. Engagement Team Calderwood & Harkness has assembled the following team of attorneys to staff this engagement: Sandra Tung — Responsible Partner. Ms. Tung is a partner in the Firm's International Trade & National Security practice group, cross-staffed from the Mergers & Acquisitions group. She received her J.D. from Yale Law School and is admitted to the bar of the District of Columbia (DC Bar No. 492103). Ms. Tung
6. Fees and Billing Arrangements
High
⚑ Non-compete / exclusivity restraint
6. Fees and Billing Arrangements 6.1 Hourly Rates Calderwood & Harkness will bill for its services on an hourly basis at the following standard rates for the professionals assigned to this engagement: The foregoing rates are effective as of January 1, 2025. Calderwood & Harkness's standard rates are subject to periodic adjustment, typically on an annual basis. We will provide prior written notice to the Client of any
7. Confidentiality and Privilege
Medium
⚑ Liability cap to check against exposure
7. Confidentiality and Privilege All communications between Calderwood & Harkness and Whitmore, all advice rendered by Calderwood & Harkness, and all work product generated by Calderwood & Harkness in connection with this engagement are intended to be protected by the attorney-client privilege, the work-product doctrine, or both, to the fullest extent permitted by applicable law. Calderwood & Harkness will take reaso
8. Coordination with Other Counsel
8. Coordination with Other Counsel Calderwood & Harkness will coordinate with Hargrove & Landsdowne LLP on all matters of overlapping responsibility in connection with the Meridian export program. The primary contact at Hargrove & Landsdowne LLP for purposes of this coordination is Philip Hargrove, Senior Partner (Virginia Bar No. 34219), whose office is located at 1750 Tysons Boulevard, Suite 1400, McLean, VA 22102.
9. Document and Information Preservation
9. Document and Information Preservation In connection with this engagement, Whitmore should take immediate steps to preserve all documents and information relevant to the WPX-4200 Meridian system, the prospective export transaction with Kantara MoND, the Drakon intermediary relationship, and all parties involved in or associated with the transaction. Documents and information to be preserved include, without limitat
10. Conflicts of Interest
10. Conflicts of Interest As noted in Section 1, Calderwood & Harkness has conducted a comprehensive conflicts of interest review in connection with this engagement. The conflicts check was completed on May 5, 2025, and was assigned Conflicts Clearance No. SC-2025-CF-04412. Based on that review, the Firm has determined that no conflicts of interest exist that would preclude our representation of Whitmore Aerospace LL
11. Termination of Engagement
Medium
⚑ Confidentiality undertaking
11. Termination of Engagement Either party may terminate this engagement at any time, with or without cause, upon written notice to the other party. Whitmore may terminate the engagement by providing written notice to Sandra Tung at the address set forth in this letter. Calderwood & Harkness may terminate the engagement by providing written notice to Janet Pfeiffer at the address set forth in this letter, subject to
12. Governing Law and Dispute Resolution
High
⚑ Non-compete / exclusivity restraint
12. Governing Law and Dispute Resolution This Engagement Letter and the attorney-client relationship established hereby shall be governed by and construed in accordance with the laws of the District of Columbia, without regard to its conflict of laws principles. Any dispute, controversy, or claim arising out of or relating to this Engagement Letter, the engagement described herein, or the breach, termination, or vali
13. Acceptance and Execution
Standard
⚑ Commercial term
13. Acceptance and Execution If the terms and conditions set forth in this Engagement Letter are acceptable to Whitmore, please confirm your acceptance by having an authorized representative sign and date one copy of this letter in the space provided below, and return the executed copy to: Sandra Tung Calderwood & Harkness LLP 1200 Pennsylvania Avenue NW, Suite 800 Washington, DC 20004 Email: stung@calderwoodharkness
1. Calderwood & Harkness LLP Standard Terms of Engagement (incorporated by reference)
1. Calderwood & Harkness LLP Standard Terms of Engagement (incorporated by reference)
2. Initial Document and Information Request List (to follow under separate cover)
Medium
⚑ Confidentiality undertaking
2. Initial Document and Information Request List (to follow under separate cover) This Engagement Letter and all attachments hereto are PRIVILEGED AND CONFIDENTIAL and are intended solely for the use of the addressee. Any unauthorized review, use, disclosure, or distribution is prohibited. If you have received this document in error, please notify Calderwood & Harkness LLP immediately and destroy all copies. Line Ite