Contract analysis

1. SCOPE OF ENGAGEMENT The Firm will provide legal services in connection with the Matter. The scope of our engagement includes the following categories of legal work, as may be necessary or appropriate in our professional judgment and in consultation with you: (a) Investigation and Analysis of Partnership Accounting Records. The Firm will investigate and analyze the partnership accounting records of CMP, including a

2. ENGAGEMENT TEAM The Firm has assembled an experienced team of attorneys to handle the Matter. The engagement team and their current hourly billing rates are as follows: In addition to the attorneys listed above, paralegal professionals may be assigned to assist with the Matter at hourly rates ranging from $275.00 to $350.00, depending on the experience and seniority of the paralegal involved. Paralegal work will i

3. RETAINER Upon execution of this letter, you agree to provide the Firm with an initial retainer in the amount of Seventy-Five Thousand Dollars ($75,000.00). The retainer should be made payable to "Calderwood & Harkness LLP Client Trust Account" and delivered to the Firm at the address set forth in the letterhead above, or by wire transfer to the Firm's Interest on Lawyers' Trust Account (IOLTA) maintained at Severi

4. BILLING AND PAYMENT The Firm will render monthly invoices to you detailing the professional services performed and disbursements incurred during the preceding billing period. Each invoice will include the date of service, a description of the services rendered, the identity of the attorney or paralegal performing the work, the time expended, and the amount charged. Disbursements will be itemized separately. Paymen

5. THIRD-PARTY CONSULTANTS We understand that you have separately retained Tillerman Forensic Advisory LLC ("Tillerman") to conduct a forensic review and analysis of CMP's books and records. Tillerman's principal is Greta Sørensen, CPA, CFF, and its offices are located at 350 South Grand Avenue, Suite 1480, Los Angeles, California 90071. We are familiar with Tillerman's reputation and capabilities and believe that th

6. CONFLICTS OF INTEREST Prior to accepting this engagement, the Firm conducted a thorough conflicts review in accordance with the California Rules of Professional Conduct, including Rules 1.7 (Conflict of Interest: Current Clients) and 1.9 (Duties to Former Clients). Based on that review, no conflicts of interest have been identified that would preclude the Firm from undertaking this engagement. Specifically, the Fi

7. CONFIDENTIALITY AND PRIVILEGE All communications between you and the Firm relating to the Matter are protected by the attorney-client privilege and the attorney work-product doctrine to the fullest extent permitted by applicable law. These protections are fundamental to the attorney-client relationship and are essential to ensuring that you can communicate with us candidly and completely. The Firm will maintain th

8. COMMUNICATION Samuel Eklund will serve as the Responsible Partner for this engagement. In that capacity, Mr. Eklund will have overall supervisory responsibility for the Firm's representation of you in the Matter, including responsibility for ensuring that the engagement is staffed appropriately and that the legal strategy is sound and consistent with your objectives. Jeffrey Park will serve as your primary day-to-

9. TERMINATION Either you or the Firm may terminate this engagement at any time upon written notice to the other party. You have the absolute right to discharge the Firm at any time, with or without cause. The Firm's right to withdraw from the engagement is subject to the requirements of the California Rules of Professional Conduct, Rule 1.16, and any applicable court rules or orders. In the event that litigation has

10. LIMITATION OF LIABILITY To the fullest extent permitted by applicable law, the Firm's aggregate liability to you for any and all claims, losses, damages, or expenses arising out of or relating to this engagement, including but not limited to claims for professional negligence, breach of contract, or breach of fiduciary duty, shall not exceed the total amount of fees actually paid by you to the Firm in connection

11. GOVERNING LAW AND DISPUTE RESOLUTION This engagement letter and the relationship between you and the Firm shall be governed by and construed in accordance with the laws of the State of California, without regard to principles of conflicts of law. In the event of any dispute between you and the Firm regarding the Firm's fees, the quality of services provided, or any other aspect of this engagement, you and the Fir

12. ENTIRE AGREEMENT This engagement letter constitutes the entire agreement between you and the Firm with respect to the subject matter hereof and supersedes all prior oral or written communications, understandings, and agreements between us relating to the engagement described herein. No representation, promise, or inducement has been made by either party that is not embodied in this letter. This engagement letter