Contract analysis

1. Introduction and Purpose Calderwood & Harkness LLP ("the Firm" or "C&H") is pleased to confirm its engagement by Whitmore Aerospace LLC ("WAL" or the "Client") to represent WAL in connection with the indemnity dispute with Hargrove-Dalton Defense Systems, Inc. ("HDDS"). This engagement arises out of HDDS's formal indemnification demand letter dated September 9, 2022, in which HDDS demands payment from WAL of $14,7

2. Scope of Representation The Firm will represent WAL in connection with the dispute arising from HDDS's indemnification demand under Section 11.4 of the Teaming Agreement dated June 12, 2019. The scope of this engagement includes, but is not limited to, the following matters: (a) Pre-Litigation Investigation and Assessment. The Firm will conduct a comprehensive pre-litigation investigation and assessment of WAL's l

3. Engagement Team The following attorneys will be principally responsible for this matter. Each member of the engagement team has been selected for his or her particular expertise and experience relevant to this engagement. 3.1 Priya Anand — Responsible Partner Priya Anand is a partner in the Litigation (General) practice in the Firm's New York office. Ms. Anand has eighteen years of experience in complex commercial

4. Fees and Billing Rates 4.1 Fee Arrangement The Firm will bill for its services on an hourly basis. The current hourly rates for the attorneys principally assigned to this matter are as follows: Hourly rates for other attorneys, paralegals, or litigation support professionals who may be assigned to this matter will be provided to WAL upon their assignment and will reflect the Firm's standard rates for the relevant

5. Expenses and Disbursements In addition to fees for professional services, WAL will be responsible for the reimbursement of reasonable out-of-pocket expenses and disbursements incurred by the Firm in connection with this representation. The Firm will endeavor to manage expenses prudently and will seek WAL's prior approval before incurring any single expense or category of expense that is expected to exceed $10,000

6. Matter Description For internal administrative and billing purposes, this matter will be designated as follows: Matter Name: Whitmore Aerospace LLC — Indemnity Dispute / Declaratory Judgment Action re Hargrove-Dalton Defense Systems, Inc. Matter Number: To be assigned upon formal opening of the matter file in the Firm's matter management system. The assigned matter number will be communicated to WAL promptly follo

7. Client Responsibilities The success of this representation depends in significant part on WAL's active cooperation with the Firm. WAL agrees to cooperate fully with the Firm in connection with this engagement, including, without limitation, the following: (a) Document Production. WAL will timely produce and make available to the Firm all documents, information, and communications relevant to the dispute, including

8. Confidentiality and Privilege All communications between the Firm and WAL in connection with this engagement are intended to be protected by the attorney-client privilege and/or the work-product doctrine to the fullest extent permitted by applicable law. The Firm will take all reasonable steps to preserve the privileged and confidential nature of such communications. The Firm will maintain the confidentiality of a

9. Conflicts of Interest Prior to agreeing to undertake this engagement, the Firm conducted a thorough conflicts check in accordance with its standard conflicts-clearance procedures and the requirements of the New York Rules of Professional Conduct. Based on that review, which is documented in the Firm's internal conflict check memorandum dated October 28, 2022, the Firm has determined that it has no current or forme

10. Termination of Engagement Either the Firm or WAL may terminate this engagement at any time upon written notice to the other party. In the event of termination by WAL, the Firm will take all steps reasonably necessary to protect WAL's interests pending the transition of the matter to successor counsel, including compliance with any applicable court rules regarding withdrawal of counsel. In the event of termination

11. Document Retention Upon the conclusion of this engagement, whether by resolution of the matter, termination, or otherwise, the Firm will retain the Client's files and work product related to this matter for a period consistent with the Firm's document-retention policies, which currently provide for retention of closed-matter files for a period of seven (7) years from the date on which the matter is formally close

12. Limitation of Liability To the fullest extent permitted by applicable law, the Firm's aggregate liability to WAL arising out of or in connection with this engagement, whether based on contract, tort (including negligence), breach of fiduciary duty, or any other legal or equitable theory, shall not exceed the total amount of fees actually paid by WAL to the Firm under this engagement letter. This limitation of lia

13. Governing Law of Engagement This engagement letter and the terms and conditions of the Firm's engagement by WAL shall be governed by and construed in accordance with the laws of the State of New York, without regard to its principles of conflicts of laws. Any dispute between the Firm and WAL arising out of or relating to this engagement letter or the Firm's representation of WAL shall be submitted to the exclusiv

14. Entire Agreement This letter, together with the Firm's standard Terms and Conditions of Engagement (a copy of which is enclosed herewith and which are incorporated by reference into this letter), constitutes the entire agreement between the Firm and WAL with respect to the engagement described herein. This letter supersedes all prior and contemporaneous discussions, negotiations, understandings, representations,

15. Acceptance and Execution If the terms of this engagement letter are acceptable to WAL, please indicate your acceptance by signing and dating this letter in the space provided below and returning a fully executed copy to the undersigned. A scanned copy transmitted by electronic mail shall be deemed an original for all purposes. We request that you return the executed letter at your earliest convenience so that the

1. Calderwood & Harkness LLP — Standard Terms and Conditions of Engagement (incorporated by reference herein)

2. Preliminary Phase-by-Phase Budget Breakdown (to follow under separate cover) CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED This engagement letter and all attachments hereto contain information that is privileged, confidential, and exempt from disclosure under applicable law. If you are not the intended recipient, you are hereby notified that any dissemination, distribution, or copying of this communication is strictly