Contract analysis

1. Purpose and Acceptance of Engagement Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm that it has been retained by Briarwood Family Office LLC ("BFO" or the "Client") to serve as legal counsel in connection with the administration of the Eldon M. Briarwood Irrevocable Family Trust (the "Trust"). We appreciate the confidence that BFO has placed in this Firm, and we look forward to working with

2. Scope of Engagement The Firm's engagement encompasses the following matters, each of which is described in greater detail in the subsections below. 2.1 Trustee Succession C&H will advise BFO and the Trust in connection with the orderly succession of the individual trustee following the certified permanent incapacity of Eldon M. Briarwood (the "Grantor"), who served as the original individual trustee of the Trust.

3. Engagement Team The following attorneys have been assigned to this engagement and will be primarily responsible for the performance of the services described in Section 2: Patricia Dunmore, Partner — Ms. Dunmore will serve as the Responsible Partner for this engagement, with overall supervisory responsibility for the quality, timeliness, and strategic direction of the Firm's legal services. Ms. Dunmore is a member

4. Fee Arrangement C&H will perform the services described in Section 2 of this Letter for a flat engagement fee of One Hundred Eighty-Five Thousand Dollars ($185,000) (the "Flat Fee"). The Flat Fee covers all attorney time, internal administrative costs, and routine expenses incurred by the Firm in connection with the performance of the engagement, including document production, internal copying and printing, standa

5. Conflicts of Interest C&H has conducted a conflicts check in accordance with the New York Rules of Professional Conduct (22 NYCRR Part 1200) and the Firm's internal conflict-clearance procedures and confirms that, as of the date hereof, it has identified no conflicts of interest that would preclude its representation of BFO in connection with this matter. The Client acknowledges that C&H represents BFO, and BFO al

6. Confidentiality and Privilege All communications between C&H and the Client made in connection with this engagement, including written and oral communications, memoranda, analyses, opinions, and work product, are intended to be protected by the attorney-client privilege, the work-product doctrine, and any other applicable evidentiary privilege or protection. The Client should take reasonable steps to preserve the

7. Client Responsibilities To enable C&H to perform its obligations under this engagement effectively and efficiently, BFO agrees to the following: (a) BFO will provide C&H with timely access to all relevant Trust documents, including the original Trust Instrument (and all amendments thereto), prior trust accountings, financial statements, asset schedules, beneficiary designations, trustee correspondence, and such ot

8. Governing Law This engagement letter and the relationship between C&H and the Client, including any dispute, claim, or controversy arising out of or relating to this Letter or the Firm's representation of BFO hereunder, shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts-of-law principles. Nothing in this Letter shall be construed to limit or mod

9. Termination of Engagement Either party may terminate this engagement upon written notice to the other party, subject at all times to C&H's obligations under the New York Rules of Professional Conduct regarding withdrawal from representation, including the obligation to take reasonable steps to avoid foreseeable prejudice to the Client's interests, to give the Client reasonable notice, and to return papers and prop

10. Document Retention C&H will maintain the engagement file in accordance with the Firm's document-retention policies, as may be amended from time to time. Upon completion of the engagement, any original documents provided by the Client — including original Trust instruments, deeds, stock certificates, proprietary leases, and other original records — will be returned to BFO promptly upon request or upon the Firm's c

11. Acceptance and Counterparts If the foregoing terms are acceptable to BFO, please indicate your acceptance by countersigning this Letter in the space provided below and returning a signed copy to our offices at your earliest convenience. A scanned copy transmitted by electronic mail to patricia.dunmore@calderwoodharkness.com will be deemed effective for purposes of acceptance, provided that an original signed copy