Contract analysis

I. EXECUTIVE SUMMARY This memorandum presents the results of the conflicts clearance review conducted in connection with the proposed new client engagement of Wyndmere Education Trust ("WET"), a Delaware nonprofit corporation operating a network of public charter schools across three states. The matter was opened on February 10, 2026, and the proposed engagement involves employment-law advisory and litigation represe

II. DESCRIPTION OF THE PROPOSED ENGAGEMENT A. Client Identification The following information identifies the prospective new client and its principal officers and directors: WET was founded in 2009 and has grown to become one of the largest charter management organizations in the Delaware Valley region. Its twelve schools span three states and serve a student population of approximately 8,400 students in grades K thr

III. PARTIES AND ENTITIES SEARCHED The following is a comprehensive list of all parties and affiliated entities submitted for the conflicts search in Calderwood & Harkness's conflicts database. The search was conducted on February 10, 2026, and supplemented with additional searches on February 12, 2026, as new parties and affiliations were identified during the intake process. All names were searched using standard v

1. Wyndmere Education Trust — including all known d/b/a's, trade names, subsidiaries, and affiliated entities identified through publicly available records and information provided by the client.

2. Dr. Eleanor Voss, Ed.D. — Board Chair, Wyndmere Education Trust.

3. Marcus Whitfield — President & CEO, Wyndmere Education Trust.

4. Priya Anand-Desai — General Counsel, Wyndmere Education Trust.

5. Tobias Engstrom — Chief Human Resources Officer, Wyndmere Education Trust. B. Adverse and Potentially Adverse Parties

6. Thornfield Academy of Sciences, Inc. — 2250 Arch Street, Philadelphia, PA 19103; Pennsylvania nonprofit corporation; Executive Director: Dr. Claudia Rennert; General Counsel: Seamus O'Halloran. Thornfield is a former WET affiliate and potential adverse party in connection with faculty transfer and wage-and-hour disputes.

7. Dr. Claudia Rennert — Executive Director, Thornfield Academy of Sciences, Inc.

8. Seamus O'Halloran — General Counsel, Thornfield Academy of Sciences, Inc.

9. Veltrano Federation of Educators, Local 1147 — 330 North Walnut Street, Wilmington, DE 19802; unincorporated labor organization; President: Diane Kowalski. RFE Local 1147 is the charging party in the pending PERB proceeding and a direct adverse party.

10. Diane Kowalski — President, Veltrano Federation of Educators, Local 1147. C. Opposing and Related Counsel

11. Bracken, Lowe & Hartsfield LLP — 1700 JFK Boulevard, Suite 2800, Philadelphia, PA 19103. Currently represents Thornfield Academy of Sciences, Inc. in employment disputes; lead partner: Victoria Bracken. May serve as opposing counsel to Calderwood & Harkness in the underlying faculty restructuring litigation.

12. Victoria Bracken — Partner, Bracken, Lowe & Hartsfield LLP.

13. Feinberg, Adler & Ross LLP — 110 West 10th Street, Suite 700, Wilmington, DE 19801. Represents RFE Local 1147 in the pending PERB proceeding; lead partner: Rachel Feinberg.

14. Rachel Feinberg — Partner, Feinberg, Adler & Ross LLP.

15. Kessler & Montague LLP — 900 King Street, Suite 500, Wilmington, DE 19801. WET's prior outside employment counsel; lead partner: Arthur Kessler.

16. Arthur Kessler — Partner, Kessler & Montague LLP. D. Other Related Entities

17. Hargrove & Linden CPAs LLP — 1818 Market Street, Suite 1400, Philadelphia, PA 19103. WET's outside auditor; engagement partner: Dennis Linden.

18. Covenant Trust National Bank — 200 South Broad Street, Philadelphia, PA 19102. WET's primary banking institution; relationship manager: Sandra Falk.

19. Pinnacle Risk Underwriters, Inc. — 140 Broadway, 30th Floor, New York, NY 10005. WET's Employment Practices Liability Insurance ("EPLI") and Directors & Officers ("D&O") insurance carrier; claims contact: Gerald Marsden.

IV. CONFLICTS SEARCH RESULTS A. Conflict Identified: Thornfield Academy of Sciences, Inc. The conflicts search identified one matter requiring analysis: Calderwood & Harkness's prior representation of Thornfield Academy of Sciences, Inc. The details of that prior representation, the relationship between Thornfield and WET, and the resolution of the identified conflict are set forth below.

1. Nature of the Prior Representation. Calderwood & Harkness's Wilmington office represented Thornfield Academy of Sciences, Inc. in a governance dispute before the Delaware Court of Chancery, captioned In re Thornfield Academy of Sciences, Inc., Case No. 2023-0847-SG. The firm's representation spanned the period from March 2023 through August 2024, at which time the matter was concluded with the entry of a consent o

2. Relationship Between Thornfield and WET. Thornfield Academy of Sciences, Inc. was formerly an affiliated charter school operator that shared a Joint Educational Services Agreement ("JESA") with Wyndmere Education Trust. The JESA was executed on September 1, 2018, and governed the shared administrative, curricular, and human resources services between the two organizations. Under the JESA, Thornfield operated as a

3. Assessment of Confidential Information. On February 12, 2026, Conflicts Counsel conducted a detailed interview with Conrad Ashworth regarding the nature and scope of confidential information obtained during the firm's prior representation of Thornfield. The interview was conducted in person at the firm's Wilmington office and lasted approximately forty-five minutes. During the interview, Mr. Ashworth confirmed the

4. Written Waiver from Thornfield. In addition to the foregoing analysis, the firm obtained a written waiver from Thornfield Academy of Sciences, Inc. Thornfield's in-house General Counsel, Seamus O'Halloran, provided a written waiver of any objection to Calderwood & Harkness's representation of WET in the proposed engagement. The waiver letter is dated January 28, 2026, and was addressed to Catherine Hargrave, Gener

5. Applicable Ethical Rules. The relevant ethical framework for analyzing the identified conflict is set forth in the Delaware Lawyers' Rules of Professional Conduct, which govern the conduct of attorneys admitted in Delaware, including members of the proposed engagement team. Rule 1.9 — Duties to Former Clients. Rule 1.9(a) provides that a lawyer who has formerly represented a client in a matter shall not thereafter

V. RECOMMENDED ETHICAL SCREEN A. Screen Protocol Although Conflicts Counsel has concluded that no disqualifying conflict exists under the applicable ethical rules, and notwithstanding the written waiver obtained from Thornfield's General Counsel, the firm recommends implementation of a formal ethical screen as a prophylactic measure to protect the interests of both WET and Thornfield and to ensure the integrity of Ca

1. Conrad Ashworth — Partner, Corporate & Governance Practice Group, Wilmington office. Mr. Ashworth served as the lead partner on the firm's prior representation of Thornfield Academy of Sciences, Inc. in the Delaware Chancery Court governance dispute (Case No. 2023-0847-SG).

2. Lydia Chen — Former Associate, Wilmington office. Ms. Chen served as an associate on the Thornfield engagement and departed the firm in January 2025. The screen is noted for completeness and will be applied in the event of any future return to the firm by Ms. Chen or any request for consultation with her regarding this or related matters.

3. Marcos Rivera — Former Associate, Wilmington office. Mr. Rivera served as an associate on the Thornfield engagement and departed the firm in September 2024. The screen is noted for the same reasons as for Ms. Chen. B. Specific Screen Measures The following specific measures will be implemented to effectuate the ethical screen: (a) File and Document Access. Conrad Ashworth and the other screened individuals shall b

VI. ADDITIONAL CONSIDERATIONS A. Insurance Coordination WET maintains an Employment Practices Liability Insurance ("EPLI") policy issued by Pinnacle Risk Underwriters, Inc. The policy details are as follows: It is possible that Pinnacle may appoint panel counsel if coverage is confirmed for the PERB proceeding, for the individual wrongful-termination claims, or for both. If Pinnacle designates panel counsel at any po

VII. CONCLUSION AND CLEARANCE DETERMINATION Based on the foregoing analysis, the conflicts clearance review for the proposed engagement of Wyndmere Education Trust (Client No. C-88214, Matter No. 1040-00001) is COMPLETE. One conflict was identified — the prior representation of Thornfield Academy of Sciences, Inc. by Conrad Ashworth and his team in connection with a Delaware Chancery Court governance dispute (Case No

VIII. SIGNATURE Respectfully submitted, CALDERWOOD & HARKNESS LLP By: ________ Name: Sylvia Marchetti Title: Conflicts Counsel Date: February 14, 2026

IX. ATTACHMENTS The following documents are attached to this memorandum and maintained in the conflicts file for Matter No. 1040-00001: Attachment A: Thornfield Conflict Waiver Letter from Seamus O'Halloran, General Counsel, Thornfield Academy of Sciences, Inc., dated January 28, 2026. Attachment B: Interview Notes — Conrad Ashworth, Partner, Corporate & Governance Practice Group, Wilmington office, dated February 12

X. DISTRIBUTION PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT This memorandum is protected by the attorney-client privilege and the work product doctrine. It is intended solely for the use of the individuals to whom it is addressed and should not be disclosed to any third party without the prior written consent of the General Counsel of Calderwood & Harkness LLP. Field | Detail Full Legal Name | Wyndmere Educat