Contract analysis

1. Scope of Representation 1.1 General Description C&H is engaged to provide employment-law advisory services and litigation representation in connection with matters arising from WET's faculty restructuring plan, which was announced by WET's Superintendent, Dr. Eleanor Marchand, on January 6, 2026 (the "Faculty Restructuring" or the "Restructuring"). The Faculty Restructuring involves the elimination of forty-seven

2. Engagement Team and Staffing 2.1 Team Members C&H has assembled an engagement team with deep experience in labor and employment law, charter school operations, and multi-state compliance matters. The members of the engagement team, their respective roles, and their relevant qualifications are as follows: Miriam Calloway — Responsible Partner. Ms. Calloway is a partner in C&H's Healthcare & Life Sciences Practice G

3. Fees and Billing 3.1 Fee Arrangement Fees for legal services rendered by C&H in connection with this engagement will be charged on an hourly basis at the following negotiated rates. The negotiated rates set forth below reflect discounts from C&H's standard rates for calendar year 2026, as indicated in the table below: The negotiated rates set forth in the table above are consistent with, and do not exceed, the rat

4. Expenses and Disbursements 4.1 Reimbursable Expenses In addition to fees for professional services, WET will reimburse C&H for reasonable out-of-pocket expenses and disbursements incurred by C&H in connection with this engagement. Reimbursable expenses include, but are not limited to, the following categories: (i) Filing fees and service of process charges; (ii) Court reporter charges, transcript fees, and deposit

5. Outside Counsel Guidelines C&H acknowledges receipt of WET's Outside Counsel Guidelines & Billing Policies, Version 4.2, effective July 1, 2025 (the "OGG"). C&H has reviewed the OGG in its entirety and agrees to comply with the OGG in all material respects throughout the term of this engagement. C&H's compliance obligations under the OGG include, but are not limited to, the following: (i) Adherence to the rate cap

6. Data Protection and Confidentiality 6.1 Confidentiality. C&H will maintain the confidentiality of all information received from or on behalf of WET in connection with this engagement, in accordance with the applicable rules of professional conduct governing the attorney-client relationship — including, without limitation, Rule 1.6 of the Delaware Lawyers' Rules of Professional Conduct and Rule 1.6 of the Pennsylva

7. Conflicts of Interest 7.1 Conflicts Check C&H has conducted a comprehensive conflicts check in connection with the proposed engagement of WET. The conflicts check encompassed all current and former clients of C&H and their known affiliates, as well as known adverse parties and their counsel, across all C&H offices. The conflicts check identified a prior representation by C&H of Thornfield Academy of Sciences, Inc.

8. Document Retention Upon the conclusion or termination of this engagement, C&H will retain all client files, work product, correspondence, and related materials in accordance with C&H's standard document retention policy. Under C&H's current policy, engagement materials are retained for a period of ten (10) years following the closure of the matter. This retention period exceeds the seven (7) year post-matter reten

9. Insurance Coordination WET has informed C&H that WET maintains an Employment Practices Liability Insurance ("EPLI") policy issued by Pinnacle Risk Underwriters, Inc. The relevant policy details are as follows: • Carrier: Pinnacle Risk Underwriters, Inc. • Policy Number: PRU-EPLI-2025-44872 • Coverage Period: July 1, 2025 through June 30, 2026 • Coverage Limits: $5,000,000.00 per claim / $10,000,000.00 aggregate •

10. Communication and Reporting The primary client contact for this engagement is Priya Anand-Desai, General Counsel, Wyndmere Education Trust. All material communications, strategic recommendations, legal memoranda, and engagement-related correspondence from C&H shall be directed to Ms. Anand-Desai in the first instance, unless Ms. Anand-Desai designates an alternative contact in writing. C&H will keep WET's General

11. Governing Law This Letter, and the attorney-client relationship between C&H and WET established hereby, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflicts-of-law principles. The parties further agree that any disputes arising under or in connection with this Letter shall be submitted to the exclusive jurisdiction of the courts of the State of D

12. Termination Either party may terminate this engagement upon thirty (30) days' prior written notice to the other party, delivered in accordance with Section 14.5 of this Letter. Such termination right is subject to the following conditions and qualifications: (i) Termination by either party is subject at all times to the applicable rules of professional conduct, including, without limitation, C&H's obligation to t

13. Limitation of Liability To the fullest extent permitted by applicable law and the rules of professional conduct, C&H's aggregate liability to WET arising out of or related to this engagement — whether based in contract, tort (including negligence), statute, or any other legal theory — shall not exceed the total amount of fees actually paid by WET to C&H for services rendered in connection with this engagement. Th

14. Miscellaneous Provisions 14.1 Entire Agreement This Letter, together with Exhibit A (Data Protection Addendum) attached hereto and the constitutes the entire agreement between C&H and WET with respect to the subject matter of this engagement. This Letter supersedes all prior and contemporaneous discussions, negotiations, understandings, and agreements, whether written or oral, between the parties relating to the

15. Acknowledgment and Acceptance We are pleased at the prospect of representing Wyndmere Education Trust in these important matters and are confident that C&H's experience, resources, and commitment to excellence will serve WET well. We look forward to working closely with you and your team. If the foregoing terms and conditions are acceptable, please indicate WET's acceptance by executing this Letter in the space p