Contract analysis

From: Sylvia Marchetti <smarchetti@calderwoodharkness.com> To: Miriam Calloway <mcalloway@calderwoodharkness.com> Cc: Raymond Chu <rchu@calderwoodharkness.com> Subject: Conflicts Clearance — Wyndmere Education Trust (Matter No. 1040-00001 / Client No. C-88214) — CLEARED TO PROCEED

I have completed the full conflicts analysis for the proposed engagement of Wyndmere Education Trust, a Delaware nonprofit corporation (EIN 84-3291076), headquartered at 1400 Brandywine Boulevard, Suite 300, Wilmington, DE 19801. The matter was opened on February 10, 2026, under Matter No. 1040-00001 / Client No. C-88214.

**The matter is cleared to proceed from a conflicts standpoint**, subject to the ethical screen now in place as described below. The detailed analysis and screen protocols are set forth in the two attached memoranda.

**1. Identified Conflict — Thornfield Academy of Sciences, Inc.**

The conflicts database flagged one hit: Calderwood & Harkness's prior representation of Thornfield Academy of Sciences, Inc., a Pennsylvania nonprofit corporation headquartered at 2250 Arch Street, Philadelphia, PA 19103.

The prior engagement involved representation of Thornfield in a Delaware Chancery Court governance dispute, Case No. 2023-0847-SG, from March 2023 through August 2024. The matter was led by Conrad Ashworth (Partner, Corporate & Governance, Wilmington office) and involved defense against a dissident board faction. It concluded with a consent order entered on August 9, 2024. No current C&H engagement exists with Thornf

Thornfield and WET were formerly affiliated through a Joint Educational Services Agreement dated September 1, 2018. Thornfield formally severed its affiliation with WET effective June 30, 2022, and is now an independent entity. Thornfield is, however, potentially adverse to WET in connection with a pending wage-and-hour dispute involving former WET employees who transferred to Thornfield. Thornfield is currently repr

We received a written conflict waiver letter from Seamus O'Halloran, General Counsel of Thornfield Academy of Sciences, Inc., dated January 28, 2026, waiving any objection to C&H's representation of Wyndmere Education Trust in this matter.

Conrad Ashworth has confirmed in writing that no confidential information obtained during the Thornfield representation (Chancery Court Case No. 2023-0847-SG) is material to the proposed WET engagement or to the employment-law matters at issue.

Consistent with the recommendation in the conflicts clearance memorandum, a formal ethical screen has been implemented. The details are set forth in the attached Ethical Screen Memorandum, but the key points are as follows:

*Screened individuals:* - Conrad Ashworth, Partner, Corporate & Governance, Wilmington office (remains at the firm) - Lydia Chen, former associate (departed the firm) - Marcos Rivera, former associate (departed the firm)

*Screen protocols:* - Prohibition on access to all WET matter files (Matter No. 1040-00001 / Client No. C-88214) - Exclusion from all meetings, communications, and billing entries related to the WET engagement - Restriction of electronic access to WET documents in the firm's document management system

Conrad Ashworth's acknowledgment signature has been obtained. Patricia Hwang (CISO) has been notified and will implement the electronic access restrictions.

Conflicts checks were run against all known adverse and interested parties. Results are as follows:

- **Veltrano Federation of Educators, Local 1147** (union; PERB Case No. PERB-2026-ULP-0041): No prior or current C&H representations identified. *Clean.* - **Feinberg, Adler & Ross LLP** (union's outside counsel; Rachel Feinberg, lead partner; 110 West 10th Street, Suite 700, Wilmington, DE 19801): No prior or current C&H representations identified. *Clean.* - **Bracken, Lowe & Hartsfield LLP** (Thornfield's outside

The matter is cleared to proceed. Please maintain the attached memoranda in the matter's intake file.

Miriam and Joel — I would ask that you each confirm receipt of this email and acknowledge the ethical screen requirements with your engagement team members, specifically Nadia Petrov and James Underwood.

If additional adverse parties emerge during the course of the representation — for example, individual wrongful-termination claimants or their counsel — please submit supplemental conflicts checks through the standard intake process via Raymond Chu.

Sylvia Marchetti Conflicts Counsel Calderwood & Harkness LLP 600 Market Street, Suite 4200 Philadelphia, PA 19106 T: (215) 553-4718 smarchetti@calderwoodharkness.com

**Attachments:** 1. Conflicts Clearance Memorandum — Wyndmere Education Trust (Matter No. 1040-00001), dated February 14, 2026 2. Ethical Screen Memorandum — Thornfield Academy of Sciences / Wyndmere Education Trust, dated February 14, 2026

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