Contract analysis

1. Introduction and Purpose Thank you for selecting Calderwood & Harkness LLP ("the Firm," "we," or "us") to serve as your legal counsel. We are honored by the confidence you have placed in us, and we are committed to providing you with the highest quality legal representation throughout the course of this matter. This letter confirms the Firm's engagement to represent you in the contested probate proceeding arising

2. Scope of Representation Calderwood & Harkness LLP will represent you in your capacity as the surviving spouse of Teodoro R. Fonseca and as petitioner in the contested probate of the Estate of Teodoro R. Fonseca, Deceased, pending in the Los Angeles County Superior Court, Probate Division, Case No. 22STPB09714. The specific scope of our representation includes, but is not limited to, the following: (a) Petition for

3. Engagement Team We have assembled a team of experienced attorneys to represent you in this matter. The members of your engagement team are as follows: Howard Quinn — Responsible Partner. Howard will have overall responsibility for the engagement and will serve as your primary point of contact at the Firm. Howard is a partner in the Firm's Trusts and Estates Litigation Practice Group, with extensive experience in c

4. Fees and Billing Rates Our representation of you in this matter will be on an hourly fee basis. This means that you will be charged for the actual time spent by each member of the engagement team on work performed in connection with your matter, at the applicable hourly rate for that timekeeper. The Firm's current standard hourly rates for the categories of timekeepers who may work on your matter are as follows: T

5. Costs and Expenses In addition to professional fees for legal services, you will be responsible for the payment of all costs and expenses reasonably incurred by the Firm in connection with the representation. Examples of reimbursable costs and expenses include, but are not limited to, the following: (a) Court filing fees, service of process charges, and other fees imposed by the court or clerk's office; (b) Fees a

6. Retainer Upon your execution of this engagement letter, you agree to pay to Calderwood & Harkness LLP an initial retainer in the amount of One Hundred Fifty Thousand Dollars ($150,000.00). The retainer is an "evergreen" retainer, meaning that it will be deposited into and held in the Firm's Client Trust Account (IOLTA) maintained at Veltara Basin Bank, N.A., in compliance with the California Rules of Professional

7. Billing and Payment Terms The Firm will render invoices on a monthly basis, typically within fifteen (15) days following the close of each billing period. Each invoice will include: (a) A detailed description of the professional services rendered during the billing period, including the name of the timekeeper who performed each task, the date on which the work was performed, the time expended (in increments of one

8. Client Responsibilities The success of our representation depends in significant measure on your active cooperation and participation. Accordingly, you agree to the following: (a) Cooperation and Access to Information. You agree to cooperate fully with the engagement team, including by providing timely access to all documents, financial records, correspondence, communications, and other information relevant to the

9. Confidentiality and Attorney-Client Privilege All communications between you and Calderwood & Harkness LLP made in connection with this engagement — whether oral, written, or electronic — are protected by the attorney-client privilege as codified in California Evidence Code sections 950 through 962, and by the work-product doctrine as set forth in California Code of Civil Procedure section 2018.010 et seq. These p

10. Conflicts of Interest Prior to undertaking this engagement, the Firm conducted a comprehensive conflicts-of-interest check in accordance with the California Rules of Professional Conduct (Rules 1.7 and 1.9) and the Firm's internal conflicts policies. The conflicts check was performed against the names of all known parties, related individuals, and relevant entities, including but not limited to the following: • R

11. Termination of Engagement Termination by Client. You may terminate this engagement at any time and for any reason by providing written notice to the Firm. Upon receipt of such notice, we will take all steps reasonably necessary to protect your interests during the transition, including cooperating with successor counsel and seeking any required court approval for substitution of counsel. Withdrawal by the Firm. T

12. No Guarantee of Outcome The Firm will exercise its best professional judgment and will devote the skill, diligence, and resources necessary to represent your interests effectively in this matter. However, no guarantee or assurance is made regarding the outcome of the probate proceeding or any aspect thereof. Litigation outcomes depend on numerous factors, many of which are beyond the control of counsel, including

13. Document Retention The Firm will maintain the files and records relating to this matter in accordance with the Firm's document retention policies, which comply with applicable California law and the California Rules of Professional Conduct. During the pendency of the engagement, all file materials will be maintained in a secure manner, whether in physical or electronic form. Upon the conclusion of the engagement

14. Governing Law and Dispute Resolution This engagement letter and the attorney-client relationship established hereby shall be governed by, and construed in accordance with, the laws of the State of California, including the California Rules of Professional Conduct, the California Business and Professions Code, and the California Rules of Court, as applicable. In the event of any dispute arising out of or relating

15. Entire Agreement and Amendments This letter constitutes the entire agreement between Calderwood & Harkness LLP and you, Ms. Fonseca, regarding the terms and conditions of the Firm's engagement to represent you in the matter described herein. This letter supersedes and replaces all prior oral or written discussions, understandings, representations, or agreements between the parties regarding the subject matter of

16. Acceptance If the foregoing terms and conditions are acceptable to you, please indicate your agreement by signing this letter in the space provided below and returning a signed copy to me at the address set forth above, or by electronic mail to hquinn@calderwoodharkness.com. Please also remit the initial retainer of $150,000.00 concurrently with your return of the signed letter. The retainer may be paid by certif