Contract analysis

I. Purpose and Background This memorandum implements the formal ethical screen recommended in the Conflicts Clearance Memorandum of even date (February 14, 2026) in connection with Calderwood & Harkness LLP's ("C&H" or the "Firm") engagement by the Wyndmere Education Trust ("WET") for employment-law advisory and litigation matters arising from WET's faculty restructuring plan. The purpose of this memorandum is to set

II. Individuals Subject to the Ethical Screen The following individuals are subject to the ethical screen established by this memorandum. Each individual is identified by name, position, current employment status, role in the Thornfield Chancery Matter, and the basis for inclusion in the screen. A. Conrad Ashworth Name: Conrad Ashworth Title and Office: Partner, Corporate & Governance Practice Group, Wilmington Offic

III. Screen Protocols — Restrictions on Screened Individuals The following protocols constitute the operative terms of the ethical screen. These restrictions are mandatory and apply with immediate effect as of the date of this memorandum. Compliance is not discretionary. Any violation of these protocols — whether intentional or inadvertent — must be reported immediately in accordance with Section VI of this memorandu

IV. Duration of the Ethical Screen The ethical screen established by this memorandum shall remain in effect for the entire duration of the WET engagement (matter number 1040-00001) and shall continue after the formal conclusion of the engagement until such time as the Firm's Conflicts Counsel determines in writing that the screen may be lifted. The determination to lift the screen shall be made only after a thorough

V. Responsibilities of Recipients Each individual to whom this memorandum is addressed bears specific responsibilities in connection with the implementation, maintenance, and enforcement of the ethical screen. These responsibilities are set forth below and are to be discharged diligently and in good faith. A. Catherine Hargrave, General Counsel Catherine Hargrave, in her capacity as General Counsel of Calderwood & Ha

VI. Monitoring and Compliance Sylvia Marchetti, Conflicts Counsel, shall conduct a compliance review of the ethical screen on a quarterly basis for the duration of the WET engagement. The first quarterly review shall be conducted on or about May 14, 2026, and subsequent reviews shall follow at approximately three-month intervals thereafter. Each quarterly compliance review shall include, at a minimum, the following c

VII. Reference Documents The following documents are referenced in or support the implementation of this Ethical Screen Memorandum. Copies of the following documents have been maintained in the Firm's conflicts management files in connection with matter number 1040-00001:

1. Conflicts Clearance Memorandum re Wyndmere Education Trust (Matter No. 1040-00001), dated February 14, 2026, prepared by Sylvia Marchetti, Conflicts Counsel, Calderwood & Harkness LLP.

2. Written conflict waiver letter from Seamus O'Halloran, General Counsel, Thornfield Academy of Sciences, Inc., dated January 28, 2026, addressed to Calderwood & Harkness LLP, consenting to the Firm's representation of Wyndmere Education Trust in employment-law advisory and litigation matters.

3. Confirmation from Conrad Ashworth regarding the absence of material confidential information obtained during the Thornfield representation that is relevant to the WET engagement, as referenced in the Conflicts Clearance Memorandum of even date.

4. Delaware Lawyers' Rules of Professional Conduct, Rules 1.9 (Duties to Former Clients) and 1.10 (Imputation of Conflicts of Interest: General Rule).

5. Pennsylvania Rules of Professional Conduct, Rules 1.9 (Duties to Former Clients) and 1.10 (Imputation of Conflicts of Interest: General Rule). These reference documents are available for review by any individual named in this memorandum upon request to the undersigned.

VIII. Acknowledgment and Signature block A. Acknowledgment by Conrad Ashworth I, Conrad Ashworth, acknowledge that I have received, read, and understand the terms of this Ethical Screen Memorandum, dated February 14, 2026, concerning the engagement of Wyndmere Education Trust (Matter No. 1040-00001; Client No. C-88214). I agree to comply fully with all restrictions and obligations set forth herein, including but not

IX. Distribution List This memorandum has been distributed to the following individuals. Each recipient is instructed to retain a copy of this memorandum in a secure location and to treat the memorandum as confidential attorney-client privileged and attorney work product. A copy of this memorandum has also been placed in the Firm Conflicts Management File for matter number 1040-00001 (Wyndmere Education Trust). END O