Contract analysis

I. Purpose This memorandum documents the results of a comprehensive conflicts of interest check conducted in connection with the proposed engagement of Calderwood & Harkness LLP ("the Firm") to represent Marguerite D. Fonseca ("Ms. Fonseca" or "proposed client") in a contested probate proceeding involving the estate of her late husband, Teodoro R. Fonseca (the "decedent," d. September 3, 2022), currently pending in t

II. Summary of Proposed Engagement A. Client. The proposed client is Marguerite Delphine Fonseca, age 54, a media and entertainment executive residing at 1847 Coldwater Canyon Drive, Beverly Hills, California 90210. Ms. Fonseca is the surviving spouse of the decedent, Teodoro R. Fonseca, to whom she was married on June 14, 2008, in Los Angeles County, California. Since 2009, Ms. Fonseca has served as the Chief Creati

1. Asset characterization — Disputes are expected regarding the classification of certain estate assets as community property versus the decedent's separate property, which will directly affect the surviving spouse's share under California Probate Code sections 6401 and 6402.

2. Validity of an alleged premarital agreement — The decedent's adult children are expected to assert the existence and enforceability of a premarital agreement purportedly dated May 30, 2008 (approximately two weeks before the marriage). Ms. Fonseca denies having executed any such agreement, or alternatively contends that any such document, if it exists, was procured under circumstances rendering it voidable under C

3. Competing claims by the decedent's adult children — Three adult children from the decedent's first marriage are expected to contest the Petition for Letters of Administration and to seek appointment of an independent administrator, as well as to advance claims to a greater share of the estate than they would otherwise receive under the intestacy statutes. C. Adverse Parties The following individuals have been iden

1. Rafael T. Fonseca, age 33, the eldest child of the decedent from his first marriage to Claudette Marchetti. Rafael is currently employed as Vice President of Development at Crestline Media Group Inc. He resides at 502 Olive Avenue, Unit 3, Burbank, California 91502. Rafael is expected to serve as the lead contestant and the primary point of contact for the adverse party group.

2. Isabela C. Fonseca-Greer, age 30, the middle child of the decedent from his first marriage. Isabela is the principal of Amber Light Documentary Films LLC, a California limited liability company (CA SOS Filing No. 201912360185). She is married to Connor Greer. The couple resides at 78 Eucalyptus Lane, Santa Monica, California 90402. Of note, the estate may hold a claim against Isabela arising from an alleged promis

3. Nicolás R. Fonseca, age 26, the youngest child of the decedent from his first marriage. Nicolás is currently a graduate student and resides at 1190 Elm Street, Apt. 4B, Palo Alto, California 94301. Additionally, Claudette Marchetti, age 60, the decedent's first wife, has been identified as a potential declarant or witness in the proceeding. Ms. Marchetti resides at 3200 Laurel Terrace, Pasadena, California 91101.

III. Parties and Entities Screened The following is a comprehensive listing of all individual names, law firms, business entities, financial institutions, service providers, professional advisors, and real properties screened against the Firm's electronic conflicts management system and lateral hire representations database. Each entry was searched using full-name, partial-name, alias, reverse-party, and entity-name

1. Marguerite D. Fonseca — proposed client; surviving spouse of decedent.

2. Teodoro R. Fonseca — decedent.

3. Rafael T. Fonseca — adverse party; contestant; eldest child of decedent.

4. Isabela C. Fonseca-Greer — adverse party; contestant; middle child of decedent.

5. Connor Greer — spouse of contestant Isabela C. Fonseca-Greer.

6. Nicolás R. Fonseca — adverse party; contestant; youngest child of decedent.

7. Claudette Marchetti — decedent's first wife; potential declarant/witness; age 60; residing at 3200 Laurel Terrace, Pasadena, CA 91101; received $4,800,000 divorce settlement in 2005 and $1,500,000 spousal support buyout in 2007. B. Law Firms

1. Brennan, Ortega & Saldívar LLP — adverse counsel; 1900 Avenue of the Stars, Suite 2100, Los Angeles, CA 90067.

2. Damian R. Ortega — individual attorney (partner) at adverse counsel firm.

3. Lydia Kwan — individual attorney (associate) at adverse counsel firm. C. Business Entities — Estate Assets and Affiliated Companies

1. Lumiére Canyon Studios LLC — California limited liability company; formed March 18, 2009; CA SOS Filing No. 200906410337; principal office at 4200 West Olive Avenue, Burbank, CA 91505. The decedent held a 50% membership interest, valued at approximately $15,800,000. Ms. Fonseca holds the remaining 50% membership interest. The enterprise value of the LLC was approximately $31,600,000 as of December 31, 2021, per in

2. Pacific Rim Narrative Partners LLC ("PRNP") — California limited liability company; formed 2015; CA SOS Filing No. 201518720492; principal office at 8455 Beverly Boulevard, Suite 310, Los Angeles, CA 90048. Managing member: Victor Sandoval. The decedent held a 35% membership interest, valued at approximately $27,475,000. PRNP is a media-focused investment fund with assets under management of approximately $78,500,

3. Victor Sandoval — managing member of PRNP.

4. Amber Light Documentary Films LLC — California limited liability company; CA SOS Filing No. 201912360185. Production company owned and operated by Isabela C. Fonseca-Greer. This entity is the subject of an alleged $1,200,000 promissory note claim held by the estate, representing a purported loan from the decedent to the company.

5. Crestline Media Group Inc. — California corporation; employer of Rafael T. Fonseca (Vice President of Development). D. Financial Institutions and Service Providers

1. Veltara Basin Bank, N.A. — 700 South Hope Street, Los Angeles, CA 90017. The decedent's primary banking institution. Relationship manager: Franklin Ybarra. Known accounts include: brokerage account ending in -4782, checking account ending in -3091, and money market account ending in -6155.

2. Franklin Ybarra — relationship manager at Veltara Basin Bank, N.A.

3. Meridian Mutual Life Insurance Co. — California-domiciled insurance company. Issuer of a $3,000,000 term life insurance policy covering the decedent, Policy No. GH-TL-2019-05582.

4. Commonwealth Fidelity Assurance Corp. — Connecticut-domiciled insurance company. Issuer of a $2,000,000 whole life insurance policy covering the decedent, Policy No. GH-WL-2014-01247.

5. Garnet Hill Insurance Brokerage Inc. — 1230 Rosecrans Avenue, Suite 400, Manhattan Beach, CA 90266. Insurance broker for the decedent's life insurance policies. Contact: Paul Rennert.

6. Paul Rennert — broker, Garnet Hill Insurance Brokerage Inc.

7. Coastline Title & Escrow Co. — 9401 Wilshire Boulevard, Suite 720, Beverly Hills, CA 90212. Title company utilized for the Beverly Hills and Malibu residential properties. Contact: Andrea Solis.

8. Andrea Solis — contact, Coastline Title & Escrow Co. E. Professional Advisors (Potential Engagement)

1. Ashford Fiduciary Services Inc. — 600 Wilshire Boulevard, Suite 1450, Los Angeles, CA 90017. Proposed neutral estate administrator. Principal officer: Gerald Whitmore. Anticipated fee structure: $8,500 per month, plus 0.15% of assets under administration per annum.

2. Gerald Whitmore — principal officer, Ashford Fiduciary Services Inc.

3. Pinnacle West Appraisal Group LLC — 4100 MacArthur Boulevard, Suite 200, Newport Beach, CA 92660. Proposed appraiser to be retained on behalf of the client. Lead appraiser: Dr. Sandra Fujimoto, ASA, CVA.

4. Dr. Sandra Fujimoto — lead appraiser, Pinnacle West Appraisal Group LLC.

5. Hargrove & Linden Appraisals Inc. — 2600 Michelson Drive, Suite 800, Irvine, CA 92612. Anticipated appraiser to be retained by the contestants. Lead appraiser: Morton Linden, CFA, ASA.

6. Morton Linden — lead appraiser, Hargrove & Linden Appraisals Inc.

7. Ridgeway Accounting Partners LLP — 515 South Flower Street, Suite 3600, Los Angeles, CA 90071. Proposed estate accountant. Lead accountant: Dennis Chua, CPA.

8. Dennis Chua — lead accountant, Ridgeway Accounting Partners LLP. F. Real Property 1. 1847 Coldwater Canyon Drive, Beverly Hills, CA 90210 — Beverly Hills Residence; current fair market value estimated at $8,450,000. This is the marital home of the proposed client and the decedent. 2. 27100 Pacific Coast Highway, Malibu, CA 90265 — Malibu Beach House; current fair market value estimated at $6,200,000. This property

IV. Methodology The conflicts search was conducted in accordance with the Firm's Conflict of Interest Policy (Revised January 2022) and the requirements of the California Rules of Professional Conduct, Rules 1.7 (Conflict of Interest: Current Clients) and 1.9 (Duties to Former Clients). The following specific steps were undertaken:

1. Electronic Database Search. All names and entities listed in Section III above were entered into the Firm's electronic conflicts management system, IntegriCheck™ (Version 8.4.1). The system was queried using the following search protocols: (a) Full-name search — Each individual and entity name was searched exactly as listed, including all known aliases, maiden names, alternative spellings, and "doing business as"

2. Cross-Referencing Against Matter Files. The results of the electronic search were cross-referenced against the Firm's complete inventory of current and closed matter files, encompassing all matters opened from the date of the Firm's inception through October 10, 2022. This cross-reference was performed to ensure that any matter involving a screened party — whether as client, adverse party, witness, co-counsel, or

3. Practice Group Leader Inquiries. On October 7, 2022, the undersigned circulated a written inquiry memorandum (the "Conflicts Inquiry Memorandum") to the leaders of all six Firm practice groups: Trusts & Estates (Sylvia Whitfield), Litigation (Cameron Reeves), Corporate (Jonathan Hale), Real Estate (Margaret Osborne), Entertainment (David Choi), and Tax (Helen Tanaka). The memorandum requested that each practice gr

4. Date Range. The search encompassed all matter records from the Firm's inception through October 10, 2022, without limitation as to date of opening or closing.

5. Lateral Hire Representations Database. The Firm's lateral hire representations database was reviewed to determine whether any attorney who laterally joined Calderwood & Harkness LLP brought with them any prior representations of any of the screened parties from their former firms. This database includes representations reported by all lateral hires pursuant to the Firm's mandatory disclosure policy.

6. Individual Team Member Consultations. Each member of the proposed engagement team was individually consulted and asked to confirm whether they had any personal or professional relationship with any of the screened parties, or any other knowledge that might give rise to a conflict of interest. The results of these consultations are set forth in Section VII below.

V. Results of Conflicts Search A. Current Representations The conflicts search revealed no current representations of any of the following parties or entities: • Adverse individual parties: Rafael T. Fonseca, Isabela C. Fonseca-Greer, Connor Greer, Nicolás R. Fonseca, and Claudette Marchetti. None of these individuals appears in the Firm's database as a current client in any capacity. • Opposing counsel: Brennan, Ort

VI. Analysis of Potential Issues Although no actual conflict of interest has been identified, the undersigned has analyzed the following areas where potential issues could arise during the course of representation. These areas are flagged for ongoing monitoring. A. Multiple Entity Interests Lumiére Canyon Studios LLC. The proposed client, Ms. Fonseca, holds a 50% membership interest in Lumiére Canyon Studios LLC. The

VII. Engagement Team Review Each member of the proposed engagement team was individually consulted regarding the proposed representation and asked to confirm whether he or she has any personal or professional relationship with, or knowledge of any material facts concerning, any of the parties, entities, or individuals identified in Section III of this memorandum. The results of those consultations are as follows:

1. Howard Quinn, Responsible Partner — Mr. Quinn is a partner in the Firm's White Collar & Investigations practice group. He was admitted to the California State Bar in 2001 (Bar No. 225018). Mr. Quinn reports no personal or professional conflict with any screened party. He has no social, familial, or business relationship with any member of the Fonseca family, with any attorney at Brennan, Ortega & Saldívar LLP, or

2. Patricia Dunmore, Billing Partner — Ms. Dunmore is a partner in the Firm's Energy & Infrastructure practice group. She was admitted to the California State Bar in 1998 (Bar No. 198721). Ms. Dunmore reports no personal or professional conflict with any screened party. She has no social, familial, or business relationship with any of the individuals or entities identified in the screening. Ms. Dunmore confirms that

3. Elliot Nguyen, Lead Associate — Mr. Nguyen is an associate in the Firm's Antitrust & Competition practice group. He was admitted to the California State Bar in 2018 (Bar No. 321445). Mr. Nguyen reports no personal or professional conflict with any screened party. He has no social, familial, or business relationship with any of the individuals or entities identified in the screening. Mr. Nguyen confirms that he has

4. Grace Nakamura, Working Associate — Ms. Nakamura is an associate in the Firm's Real Estate practice group. She was admitted to the California State Bar in 2020 (Bar No. 337892). Ms. Nakamura reports no personal or professional conflict with any screened party. She has no social, familial, or business relationship with any of the individuals or entities identified in the screening. Ms. Nakamura confirms that she ha

VIII. Conclusion and Recommendation Based on the comprehensive conflicts search described herein — encompassing electronic database queries, cross-referencing against all current and closed matter files, written and oral inquiries to all practice group leaders, review of the lateral hire representations database, and individual consultations with each member of the proposed engagement team — no actual or potential co

IX. Approvals PREPARED BY: ________________________________________ Elliot Nguyen Lead Associate Calderwood & Harkness LLP Date: October 10, 2022 REVIEWED AND APPROVED — RESPONSIBLE PARTNER: ________________________________________ Howard Quinn Responsible Partner Calderwood & Harkness LLP Date: October 10, 2022 REVIEWED AND APPROVED — BILLING PARTNER: ________________________________________ Patricia Dunmore Billing