Contract analysis

1. PURPOSE This memorandum documents the results of the firm-wide conflicts of interest check conducted in connection with the proposed retention of Calderwood & Harkness LLP ("the Firm") by Whitmore Aerospace LLC ("WAL" or "Whitmore") to represent WAL in a declaratory judgment action and related indemnification dispute against Hargrove-Dalton Defense Systems, Inc. ("HDDS" or "Hargrove-Dalton"). The purpose of this m

2. PROPOSED ENGAGEMENT DETAILS 2.1 Proposed Client The following information was obtained from the client intake questionnaire submitted by Gregory Poole on October 24, 2022, supplemented by publicly available information: WAL is a mid-market aerospace and defense manufacturer that specializes in the production of precision-machined turbine components, integrated propulsion sub-assemblies, and structural airframe par

3. RELATED AND AFFILIATED ENTITIES CHECKED In accordance with Firm Policy No. GC-101 (General Counsel's Office Conflicts Clearance Policy, revised January 2022), the conflicts check encompassed not only the proposed client and proposed adverse party but also all known affiliates, related entities, key personnel, opposing counsel, and significant third parties whose involvement in the matter could give rise to actual

4. CONFLICTS DATABASE SEARCH METHODOLOGY The conflicts check was conducted in accordance with the procedures set forth in Calderwood & Harkness LLP Firm Policy No. GC-101 (General Counsel's Office Conflicts Clearance Policy, revised January 2022). The following steps were taken: 4.1 ConflictTrack Database Searches. Searches were conducted in the Firm's firm-wide conflicts management system, ConflictTrack (version 8.4

5. RESULTS 5.1 Whitmore Aerospace LLC and Affiliates Result: No current or prior representation identified. The ConflictTrack database returned no matches for Whitmore Aerospace LLC, WAL, or EIN 54-2198437. No matters of any kind — open, closed, or prospective — were identified in which Calderwood & Harkness LLP represented or provided legal services to WAL or any entity or individual associated with WAL. Specificall

6. ETHICAL RULES AND STANDARDS APPLIED The conflicts analysis set forth in this memorandum was conducted in accordance with the following ethical rules and Firm policies: 6.1 New York Rules of Professional Conduct, Rule 1.7 (Conflict of Interest — Current Clients). Rule 1.7(a) provides that a lawyer shall not represent a client if a reasonable lawyer would conclude that the representation will involve the lawyer in r

7. CONCLUSION AND CLEARANCE Based on the comprehensive conflicts check documented in this memorandum, the following conclusions are reached:

1. The conflicts check has identified no conflicts of interest — actual or potential — that would preclude Calderwood & Harkness LLP from accepting the representation of Whitmore Aerospace LLC in the proposed declaratory judgment action and related indemnification dispute against Hargrove-Dalton Defense Systems, Inc.

2. No current or former client relationship with HDDS or any of its known affiliates, subsidiaries, or divisions exists at Calderwood & Harkness LLP. The proposed adverse representation does not implicate Rule 1.7 or Rule 1.9 of the New York Rules of Professional Conduct.

3. No current or former client relationship with WAL exists at Calderwood & Harkness LLP. This is a new-client engagement, and all applicable new-client intake and credit-approval procedures must be completed prior to the commencement of work.

4. No imputed conflicts or screening obligations arise from any member of the proposed engagement team, including as a result of prior law firm affiliations or pre-legal employment.

5. No conflicts were identified with respect to opposing counsel (Voss, Trager & Kendall LLP) or any of the third-party entities and individuals included in the search, including Ashford & Reeves LLP, Ridgeline National Bank, Meridian Surety & Insurance Group, and Pinnacle Advisory Partners LLC.

6. The potential for a future insurance coverage dispute between WAL and Meridian Surety & Insurance Group has been noted and documented. If the scope of the engagement expands to include affirmative coverage litigation against Meridian or any other insurer, a supplemental conflicts check must be conducted at that time. Recommendation: The proposed engagement is cleared from a conflicts perspective. The matter may pr

8. FOLLOW-UP ACTIONS The following follow-up actions are required or recommended upon approval of this memorandum:

1. Distribution and Review. Patrick Gallagher will circulate this memorandum to Priya Anand (Responsible Partner) and Douglas Carmichael (Billing Partner) for review and sign-off. Both partners are requested to review the memorandum, confirm the accuracy of the information set forth herein, and sign off in the space provided below to memorialize their approval.

2. Engagement Letter. Upon clearance by both partners, Patrick Gallagher will initiate preparation of the engagement letter for Gregory Poole at Whitmore Aerospace LLC, using the Firm's standard litigation engagement letter template. The target date for execution of the engagement letter is November 1, 2022, to allow sufficient time for WAL to commence the declaratory judgment action before any statute-of-limitations

3. Matter Opening. A new matter will be opened in the Firm's matter management system (Greaves Services Inc.) upon execution of the engagement letter. The matter will be assigned to the Litigation department, Government Contracts & Procurement Disputes sub-practice, with Priya Anand as Responsible Partner and Douglas Carmichael as Billing Partner.

4. Supplemental Conflicts Check — Insurance Coverage Litigation. If the scope of the engagement expands at any time to include affirmative coverage litigation against Meridian Surety & Insurance Group or any other insurer, a supplemental conflicts check must be conducted prior to the Firm's assumption of that expanded scope. Patrick Gallagher and Simone Laroche will monitor developments with respect to Meridian's res

5. Ongoing Monitoring. In accordance with Firm Policy No. GC-101, the engagement team will conduct periodic conflicts monitoring throughout the life of the matter to identify any new conflicts that may arise as additional parties, witnesses, or related entities are identified during the course of the litigation.

9. SIGN-OFF Prepared by: ________________________________________ Patrick Gallagher Associate, Litigation Calderwood & Harkness LLP 600 Lexington Avenue, 28th Floor New York, NY 10022 Date: October 28, 2022 Reviewed and Approved by: ________________________________________ Priya Anand Partner, Litigation Calderwood & Harkness LLP 600 Lexington Avenue, 28th Floor New York, NY 10022 Date: ________ Reviewed and Approved