Contract analysis

1. Purpose This memorandum confirms the receipt and deposit of the initial retainer payment in connection with Calderwood & Harkness LLP's representation of Jonathan R. Caldwell, as set forth in the engagement letter dated December 5, 2022 (the "Engagement Letter"), executed by Conrad Ashby (Billing Partner) and Bernard Crawford (Responsible Partner) on behalf of the firm, and countersigned by Mr. Caldwell on the sam

2. Client and Matter Information The following information has been verified against the Engagement Letter, the firm's conflicts clearance memorandum dated December 4, 2022, and the client intake questionnaire completed by Mr. Caldwell on December 3, 2022: It is noted that while two associated entities are identified above, the Engagement Letter provides for the representation of Mr. Caldwell in his individual capaci

3. Retainer Payment Details The following sets forth the details of the retainer payment received by the firm: The wire transfer was originated from Mr. Caldwell's personal checking account maintained at Greaves Bancorp The wire was received by the firm's depository bank on the morning of December 7, 2022, and was confirmed as cleared and available funds as of 11:42 a.m. Eastern Time on the same date. A copy of the w

4. Trust Account Deposit Information The retainer payment has been deposited in the firm's IOLA Trust Account as follows: The IOLA Trust Account referenced above is maintained in accordance with the New York Rules of Professional Conduct, Rule 1.15 ("Preserving Identity of Funds and Property of Others"), and applicable provisions of the New York Judiciary Law, including Judiciary Law § 497, governing Interest on Lawy

5. Application of Retainer Pursuant to the terms of the Engagement Letter dated December 5, 2022, the retainer shall be held in trust and applied against professional fees and disbursements as they are incurred and invoiced to the client. The retainer constitutes an advance payment for services to be rendered and does not represent a flat fee, a minimum fee, or a non-refundable fee. To the extent that professional fe

6. Engagement Context For purposes of contextualizing the trust account records and providing background for the matter file, the following summary of the engagement context is provided. This summary is drawn from the Engagement Letter, the client intake memorandum, and initial discussions between the engagement team and the client. Mr. Caldwell was personally served on November 21, 2022, with a federal grand jury su

7. Trust Account Administration Notes The following administrative notes are provided for the record and for the guidance of the engagement team and the Finance Department:

1. Ledger Entry. The trust account deposit of $150,000.00 has been recorded in the firm's trust account ledger under Matter No. 1034-00001. The ledger entry reflects the date of deposit (December 7, 2022), the amount deposited, the source of funds (wire transfer from client's personal account), and the current balance attributable to the matter. The ledger will be updated on a rolling basis as invoices are issued and

2. Wire Transfer Confirmation. A copy of the wire transfer confirmation, including the originating bank's Fedwire reference number, is attached to this memorandum as Exhibit A and has been filed in both the matter file and the central trust account records maintained by the Finance Department. The original confirmation is retained by the Finance Department.

3. Withdrawal Authorization. All withdrawals from the IOLA Trust Account attributable to Matter No. 1034-00001 will be made only upon the issuance of invoices that have been reviewed and approved by the Billing Partner, Conrad Ashby. No withdrawal may be made absent a corresponding approved invoice. In the event that Mr. Ashby is unavailable to review and approve an invoice, approval authority may be delegated to the

4. Reconciliation. Periodic trust account reconciliation reports will be prepared by the Finance Department and maintained in the central trust account records in accordance with firm policy and the requirements of the New York Rules of Professional Conduct, Rule 1.15(d). Reconciliation reports are prepared on a monthly basis, or more frequently as circumstances warrant. A copy of each reconciliation report reflectin

5. Client Notification. In accordance with the Engagement Letter and Rule 1.15(c)(4) of the New York Rules of Professional Conduct, the client shall be promptly notified upon each withdrawal of funds from the trust account. Such notification shall be provided in writing, typically in the form of the monthly invoice and accompanying trust account statement. The client shall also be notified in writing when the retaine

6. Refund of Unused Funds. Upon conclusion of the representation, any unused balance of the retainer shall be refunded to the client within a reasonable time, and in no event later than the time period prescribed by the New York Rules of Professional Conduct. The refund shall be made by check or wire transfer to the client's account of record, as directed by the client in writing.

8. Distribution and Filing This memorandum and all supporting documentation, including the wire transfer confirmation (Exhibit A), shall be maintained in the following locations: • Matter File: 1034-00001, maintained by the White Collar & Investigations Practice Group, with file management responsibility assigned to Lisa Morrow, Associate. • Central Trust Account Records: Maintained by the Finance Department, Trust A

1. Conrad Ashby — Billing Partner, White Collar & Investigations Practice Group

2. Bernard Crawford — Responsible Partner, Labor & Employment Practice Group

3. Lisa Morrow — Working Associate / File Management, Banking & Finance Practice Group

4. Finance Department — Trust Account Administration This memorandum is designated INTERNAL / CONFIDENTIAL — TRUST ACCOUNT RECORDS and is intended solely for use by the individuals and departments identified above. It should not be distributed to the client or to any third party without the prior approval of the Office of the General Counsel.

9. Confirmation Prepared by: Trust Account Administration Office of the General Counsel Calderwood & Harkness LLP 450 Park Avenue, 30th Floor New York, NY 10022 Confirmed by: ________________________________________ Margaret T. Kellner Trust Account Administrator, Finance Department Calderwood & Harkness LLP Date: December 7, 2022 Enclosure: Exhibit A — Wire Transfer Confirmation (December 7, 2022) This memorandum is