Contract analysis

1. Scope of Engagement Calderwood & Harkness LLP has been retained to represent you, Jonathan R. Caldwell, individually, in connection with a federal grand jury subpoena duces tecum issued on November 18, 2022, by the United States Attorney's Office for the Southern District of New York (the "USAO-SDNY" or the "Government"), bearing Grand Jury No. 22-GJ-4481 (the "Subpoena"). The Subpoena was served upon you on Novem

2. Engagement Team The following attorneys have been assigned to this engagement and will serve as the core members of your legal team: Conrad Ashby — Partner, White Collar & Investigations Practice Group. Mr. Ashby will serve as the Billing Partner and the substantive lead on all aspects of the grand jury response. He will have primary responsibility for strategy, Government communications, privilege determinations,

3. Billing Rates and Fee Arrangement Our fees for this engagement will be billed on an hourly basis, in accordance with the Firm's standard billing practices. The current standard hourly rates for the members of the engagement team are as follows: These rates reflect the Firm's standard rates as of January 1, 2022, and are subject to periodic adjustment, which typically occurs on an annual basis at the beginning of e

4. Retainer A retainer deposit in the amount of $150,000.00 (One Hundred Fifty Thousand Dollars) is required prior to the commencement of substantive work on this engagement. The retainer shall be deposited into the Firm's Interest on Lawyer Account ("IOLA") trust account, maintained at Northern Capital Bank, N.A., Account Number 4401-8827-6650. Wire transfer instructions are enclosed with this letter and will also b

5. Costs and Disbursements In addition to professional fees for legal services, you are responsible for the reimbursement of all reasonable costs and disbursements incurred by the Firm in connection with the engagement. Such costs and disbursements may include, but are not limited to, the following: • E-discovery vendor services, including the processing, hosting, review platform licensing, and production of electron

6. Confidentiality and Attorney-Client Privilege All communications between you and Calderwood & Harkness LLP in connection with this engagement, including but not limited to oral and written communications, documents, memoranda, notes, and work product, are protected by the attorney-client privilege and, where applicable, the work product doctrine. These protections are fundamental to the attorney-client relationshi

7. Conflicts of Interest Prior to accepting this engagement, the Firm conducted a thorough conflicts check against your name and the names of the parties, entities, and individuals known to be involved in or related to the grand jury investigation bearing Grand Jury No. 22-GJ-4481, based upon the information available to us at this time. Based upon the results of that conflicts check, we have identified no conflicts

8. No Guarantee of Outcome While the Firm will exercise its best professional judgment and devote appropriate resources and attention to this representation, we cannot and do not guarantee any particular result or outcome. The legal process is inherently uncertain, and the outcome of a federal grand jury investigation depends upon numerous factors, many of which are beyond our control or ability to predict. The Gover

9. Communication and Reporting As noted above, Conrad Ashby will serve as the primary point of contact for all substantive matters relating to this engagement. You may reach Mr. Ashby directly at (212) 554-8112 or at cashby@calderwoodharkness.com. The Firm will provide you with regular status updates regarding the progress of the engagement, including prompt notification of all material developments, communications r

10. Document Preservation Obligations We wish to draw your attention to the critical importance of preserving all documents and electronically stored information that may be relevant to the subject matter of the grand jury investigation. A separate document preservation and litigation hold notice (the "Preservation Notice") will be issued to you contemporaneously with this engagement letter. We ask that you read the

11. Termination of Engagement Either party may terminate this engagement at any time upon written notice to the other party, subject to the provisions set forth below. If you choose to terminate the engagement, the Firm will take reasonable steps to protect your interests during the transition to successor counsel, including the orderly transfer of the client file, work product, and any pending deadlines or obligatio

12. Governing Law and Dispute Resolution This engagement letter and the terms and conditions set forth herein 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. In the event of any dispute arising out of or relating to this engagement, the parties agree to attempt in good faith to resolve such dispute through direct negotiation be

13. Entire Agreement; Amendments This engagement letter constitutes the entire agreement between Calderwood & Harkness LLP and Jonathan R. Caldwell with respect to the terms and conditions of this engagement and supersedes all prior or contemporaneous oral or written communications, understandings, or agreements relating to the subject matter hereof. No modification, amendment, supplement, or waiver of any provision