Contract analysis

I. Purpose and Executive Summary This memorandum analyzes and defines the proposed scope of representation of Wyndmere Education Trust ("WET"), a Delaware nonprofit corporation (EIN 84-3291076), recognized as tax-exempt under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, and headquartered at 1400 Brandywine Boulevard, Suite 300, Wilmington, Delaware 19801. WET has retained Calderwood & Harkness

II. Background A. The Client Wyndmere Education Trust was founded in 2009 as a Delaware nonprofit corporation organized for the purpose of establishing and operating public charter schools. WET is recognized as exempt from federal income taxation under Section 501(c)(3) of the Internal Revenue Code. Since its founding, WET has grown from a single charter school in Wilmington, Delaware, to a network of twelve public c

III. Proposed Workstream A: Defense of PERB Unfair Labor Practice Charge (Case No. PERB-2026-ULP-0041) A. Description of the Charge On February 3, 2026, the Veltrano Federation of Educators, Local 1147, filed an unfair labor practice charge against WET before the Delaware Public Employment Relations Board. The charge has been assigned Case No. PERB-2026-ULP-0041 and is currently pending before PERB in its initial inv

1. Answer to ULP Charge. Preparation and filing of WET's formal answer to the ULP charge before PERB. The answer is due on March 10, 2026, which is thirty (30) days from the filing date. The answer must respond to each of the Union's allegations and set forth WET's affirmative defenses, which are expected to include, among others, that WET had no obligation to bargain over the decision to restructure (as distinguishe

2. Representation in PERB Proceedings. Full representation of WET in all stages of the PERB proceeding, including any investigatory conferences convened by the PERB investigator, pre-hearing conferences, evidentiary hearings before a PERB hearing officer, and any appeal of an adverse PERB determination to the Delaware Superior Court pursuant to 14 Del. C. § 4014.

3. Pre-Hearing discovery and Document Production. Coordination and management of all pre-hearing discovery obligations, including the identification, collection, review, and production of relevant documents. Anticipated document categories include internal communications regarding the Restructuring Plan, financial and enrollment data supporting the decision, correspondence between WET and RFE, CBA provisions, prior b

4. Witness Preparation. Preparation of WET witnesses for testimony at evidentiary hearings. Anticipated witnesses include Tobias Engstrom (Chief Human Resources Officer), Marcus Whitfield (President and CEO), and Priya Anand-Desai (General Counsel). Additional witnesses may be identified as the case develops. Witness preparation will include the development of direct examination outlines, anticipated cross-examinatio

5. Settlement Negotiations. Negotiation of any settlement or resolution of the ULP charge with RFE Local 1147 and its counsel, Feinberg, Adler & Ross LLP. Any proposed settlement terms will be presented to WET for approval prior to finalization. Settlement authority rests with WET, acting through its General Counsel or her designee.

6. CBA Compliance Advisory. Advisory services related to WET's obligations under the existing CBA with RFE, including interpretation of relevant CBA provisions governing layoffs, reductions in force, seniority, recall rights, and impact bargaining obligations. This advisory work is directly related to and supportive of the PERB defense and is included within this workstream rather than Workstream B to maintain consis

IV. Proposed Workstream B: Multi-State Employment Law Advisory A. Description. Workstream B encompasses advisory work on compliance with the employment laws of Delaware, Pennsylvania, and New Jersey as applied to the elimination of the forty-seven (47) FTE teaching positions contemplated by the Restructuring Plan. This workstream is advisory in nature and is distinct from the litigation defense work addressed in Work

V. Proposed Workstream C: Defense of Individual Wrongful-Termination Claims A. Description of Known and Anticipated Claims WET General Counsel Priya Anand-Desai has advised C&H that eight (8) former faculty members affected by the Restructuring Plan have either retained individual counsel or are in the process of seeking individual counsel to pursue claims against WET arising from their termination. The claims landsc

1. Demand Letter Response. Initial evaluation of the two demand letters already received and any subsequent demand letters, followed by preparation of written responses on behalf of WET. Responses will be crafted in coordination with WET General Counsel Priya Anand-Desai and will reflect WET's assessment of the merits of each claim and its approach to resolution.

2. Factual Investigation. Investigation of the factual bases for each individual claim, including review of personnel files, performance evaluations, disciplinary records, the selection criteria applied in the reduction in force, communications between the claimant and WET management, and any other relevant documentation. This investigation will be coordinated with the advisory work under Workstream B (particularly t

3. Pre-Litigation Negotiations and Settlement Discussions. Representation of WET in pre-litigation negotiations and settlement discussions with individual claimants and their counsel. Any proposed settlement terms will be presented to WET for approval prior to finalization. Settlement authority rests with WET, acting through its General Counsel or her designee.

4. Litigation Defense. Defense of WET in any filed litigation, including preparation of responsive pleadings (answers, motions to dismiss, motions for summary judgment), management of discovery (written discovery, depositions, expert discovery), motions practice, pre-trial preparation, and trial if necessary. Given the multi-jurisdictional nature of potential filings, the team will need to coordinate admissions, loca

5. Administrative Agency Proceedings. Representation of WET in any proceedings before the EEOC, the Delaware Department of Labor, the PHRC, the New Jersey DCR, or other administrative agencies where individual claims are filed. This includes preparation of position statements, participation in mediations or conciliation conferences, and any related proceedings.

6. Insurance Coordination. Coordination with Pinnacle Risk Underwriters, Inc. regarding EPLI coverage for individual claims, as described more fully in Section VI below. C. Staffing and Resource Considerations The following C&H attorneys are assigned to Workstream C: Lead Associate: Nadia Petrov, who will take the lead on individual claims filed in Pennsylvania and New Jersey. Ms. Petrov's litigation experience and b

VI. Insurance Coverage Coordination A. Pinnacle Risk Underwriters EPLI Policy WET maintains an Employment Practices Liability Insurance policy with Pinnacle Risk Underwriters, Inc. ("Pinnacle"), located at 140 Broadway, 30th Floor, New York, New York 10005. The key terms of the EPLI policy are as follows: B. Tender Obligations WET General Counsel Priya Anand-Desai has indicated that WET intends to tender both the PER

VII. Covenant Trust National Bank — Material Litigation Notification As noted in Section II.A above, WET maintains an $18.5 million revolving credit facility with Covenant Trust National Bank (relationship manager Sandra Falk, 200 South Broad Street, Philadelphia, Pennsylvania 19102). The credit facility agreement contains covenants requiring WET to notify CTNB of material litigation or the threat of material litigat

VIII. Recommended Scope Exclusions and Carve-Outs To ensure clarity regarding the boundaries of C&H's representation and to avoid scope creep, unmanaged conflicts, or unauthorized expansion of the engagement, we recommend that the engagement letter expressly identify the following areas as outside the scope of representation: A. Board-Level Governance Advice We recommend that advice to the WET Board of Directors on c

IX. Budget Implications WET has established a Year 1 fee budget of $350,000 for this engagement. Pursuant to WET OGG v.4.2, any expenditure exceeding the Year 1 budget requires prior written approval from General Counsel Priya Anand-Desai. Based on our current assessment of the anticipated scope and complexity of the three workstreams, we estimate the following budget allocation: The blended effective rate for the en

X. Recommendations Based on the foregoing analysis, we make the following recommendations:

1. Three-Workstream Scope. The engagement letter should define the scope of C&H's representation of WET as encompassing three distinct but interrelated workstreams: (a) defense of the PERB unfair labor practice charge (Case No. PERB-2026-ULP-0041); (b) multi-state employment law advisory services in connection with the elimination of 47 FTE positions across Delaware, Pennsylvania, and New Jersey; and (c) defense of i

2. Express Carve-Outs. The engagement letter should expressly carve out the following areas as outside the scope of representation: (i) board-level governance advice; (ii) charter school regulatory compliance advice; (iii) tax-exempt status advice; (iv) collective bargaining agreement negotiation beyond the current PERB charge and related impact bargaining; and (v) substantive FERPA regulatory advisory work. Each car

3. Insurance Coordination Provision. The engagement letter should address the insurance coordination contingency, providing that C&H will serve as lead counsel for WET and will coordinate with any Pinnacle-appointed panel counsel in the event that Pinnacle accepts the EPLI tender and designates panel counsel to defend individual claims. The engagement letter should further provide that C&H will track fees and costs b

4. Prompt EPLI Tender. C&H should promptly assist WET in preparing EPLI tender letters for both the PERB ULP charge and the anticipated individual claims. Given the time-sensitivity of the tender obligations under the EPLI policy, this should be treated as a priority task immediately following execution of the engagement letter. The two already-received demand letters should be tendered as soon as practicable.

5. Scope Expansion Mechanism. The engagement letter should provide a clear and efficient mechanism for expanding the scope of representation in the event that additional matters arise from the Restructuring Plan. We recommend that the engagement letter provide that the scope may be expanded upon written authorization from WET General Counsel Priya Anand-Desai (or her designee), without the necessity of executing a ne

6. Immediate PERB Answer Preparation. Given the March 10, 2026 deadline for WET's answer to the PERB ULP charge, C&H should begin substantive work on the answer immediately upon execution of the engagement letter. If the engagement letter is executed on the target date of February 21, 2026, this will allow approximately seventeen (17) days for answer preparation — a compressed but adequate timeline. To maximize avail

7. CTNB Notification Assessment. C&H should confirm with WET whether the Covenant Trust National Bank material litigation notification covenant has been triggered or should be triggered by the PERB charge and anticipated individual claims, and should assist WET in drafting any required notification to CTNB. This assessment should be completed promptly, as delayed notification could constitute a covenant default under

XI. Conclusion The three-workstream scope of representation proposed in this memorandum is designed to provide WET with comprehensive coverage of its employment-law needs arising from the faculty restructuring plan while maintaining clear and defensible boundaries around the engagement. By structuring the engagement as three distinct but coordinated workstreams — PERB ULP defense, multi-state employment law advisory,