Contract analysis

I. PURPOSE AND BACKGROUND This memorandum analyzes and reconciles the key provisions of the Wyndmere Education Trust ("WET") Outside Counsel Guidelines & Billing Policies, version 4.2, effective July 1, 2025 (the "WET OGG" or the "Guidelines"), against Calderwood & Harkness LLP's ("C&H" or the "Firm") standard engagement terms and billing practices. The purpose of this analysis is to identify each material OGG provis

II. SUMMARY OF RECONCILIATION FINDINGS The reconciliation analysis identified nine principal areas of comparison between the WET OGG v.4.2 and C&H's standard engagement terms and billing practices. The results of the reconciliation are summarized below, with detailed analysis provided in Section III of this memorandum.

1. Rate Caps and Negotiated Rate Structure (OGG §§ 3.1–3.4): Reconciled — negotiated rates for all engagement team members fall within WET OGG rate caps.

2. Blended Effective Rate Calculation: Calculated at $476.50 per hour for internal budgeting and quarterly budget-to-actual reporting purposes. No conflict; this is an internal metric not governed by the OGG.

3. Billing Format — LEDES 1998B (OGG § 5.1): No conflict — C&H uses LEDES 1998B natively.

4. Invoice Submission Timing (OGG § 5.2): Reconciled — C&H has agreed to accelerate its standard 45-day submission window to the WET-required 30-day window.

5. Staffing Approval — Prior Written Consent for New Timekeepers (OGG § 4.1): Reconciled — C&H accepts WET's prior-written-approval requirement.

6. Travel and Expense Reimbursement Caps (OGG § 6.1): Reconciled — C&H accepts WET's coach-airfare and $225/night lodging caps, as well as the pre-approval threshold for travel exceeding $500.

7. Diversity Staffing Reports (OGG § 7.1): Reconciled — C&H accepts the semi-annual diversity reporting requirement.

8. FERPA Data Handling Standards and Data Protection Addendum (OGG § 8.1): Reconciled — C&H's Chief Information Security Officer has confirmed compliance with all requirements; the Data Protection Addendum will be executed as an exhibit to the engagement letter.

9. Document Retention — Post-Matter Retention Period (OGG § 9.1): No conflict — C&H's standard 10-year retention period exceeds WET's 7-year requirement. Overall Recommendation: The Firm should accept all WET OGG v.4.2 terms, with the negotiated rate schedule as set forth in Section III.A.3 below. No material provisions require a client-side concession or waiver of C&H standard terms that cannot be reasonably accommo

III. DETAILED RECONCILIATION ANALYSIS

III.A. Rate Caps and Negotiated Rate Structure (OGG §§ 3.1–3.4)

III.A.1. WET OGG Rate Caps. The WET OGG v.4.2 establishes firm rate caps for all outside counsel engaged by WET. Pursuant to Sections 3.1 and 3.2 of the Guidelines, partner billing rates are capped at $725.00 per hour, and associate billing rates are capped at $450.00 per hour. The Guidelines specify that these caps apply uniformly to all outside law firms retained by WET and that they are non-negotiable. Section 3.3

III.A.2. C&H 2026 Standard Rack Rates. The C&H standard 2026 rack rates for the individuals currently assigned or proposed for assignment to the WET engagement are as follows: As reflected in the table above, the standard rack rates for Miriam Calloway ($895/hr) and Joel Strauss ($850/hr) each exceed the WET partner cap of $725.00 per hour by significant margins ($170/hr and $125/hr, respectively). The standard rack

III.A.3. Negotiated Rates. Following discussions between Joel Strauss and Priya Anand-Desai conducted by telephone and email between February 11 and February 14, 2026, the following negotiated rates have been agreed upon for the WET engagement: All negotiated rates fall within the applicable WET OGG rate caps. The partner rates for both Calloway and Strauss ($710/hr) are $15 below the $725 partner cap, providing a mo

III.A.4. Reconciliation Status. Reconciled. The negotiated rates for all engagement team members conform to the WET OGG rate caps. No further action is required with respect to rate structure. The negotiated rate schedule will be attached as an exhibit to the engagement letter (see Attachment B). The engagement team should be advised that any rate adjustments, including standard annual rate increases, must comply wit

III.B. Blended Effective Rate Calculation To facilitate internal budgeting and the quarterly budget-to-actual reporting required by WET, we have calculated the blended effective rate for the engagement team based on the estimated hours allocation for the engagement. The estimated allocation reflects the anticipated distribution of work across the four timekeepers, taking into account the expected mix of partner super

III.C. Billing Format — LEDES 1998B WET OGG Requirement (OGG § 5.1): All invoices submitted by outside counsel must be in LEDES (Legal Electronic Data Exchange Standard) 1998B electronic billing format. The Guidelines specify that invoices submitted in any other format will not be processed and will be returned to outside counsel for resubmission in the required format. The OGG further requires that all LEDES task co

III.D. Invoice Submission Timing WET OGG Requirement (OGG § 5.2): All invoices must be submitted to WET within 30 calendar days of the end of the month for the applicable billing period. The Guidelines state that invoices submitted beyond the 30-day window may be rejected at WET's discretion, and that WET will not be obligated to pay for time entries on invoices submitted more than 60 days after the close of the appl

III.E. Staffing Approval — Prior Written Consent for New Timekeepers WET OGG Requirement (OGG § 4.1): WET requires prior written approval from the General Counsel before any new timekeeper is assigned to a WET matter and begins billing time. Section 4.1 of the Guidelines specifies that the approval request must include the following information for each proposed timekeeper: (i) full name; (ii) title and position with

III.F. Travel and Expense Reimbursement Caps WET OGG Requirement (OGG § 6.1): Reimbursable travel expenses are subject to the following caps and conditions: (i) all airfare must be booked at coach class, regardless of flight duration; (ii) lodging expenses are capped at $225 per night, inclusive of taxes and resort fees, if any; (iii) pre-approval from WET's General Counsel or her designee is required for any travel

III.G. Diversity Staffing Reports WET OGG Requirement (OGG § 7.1): Outside counsel must provide semi-annual diversity staffing reports detailing the demographic composition of the engagement team during the applicable reporting period. The reports must include the following data for each attorney and professional staff member who billed time to WET matters during the reporting period: (i) name; (ii) title; (iii) gend

III.H. FERPA Data Handling Standards and Data Protection Addendum WET OGG Requirement (OGG § 8.1): Due to the nature of WET's operations as a K–12 charter school network, student education records protected by the Family Educational Rights and Privacy Act ("FERPA"), 20 U.S.C. § 1232g, and the implementing regulations at 34 C.F.R. Part 99, may be implicated in the course of outside counsel's representation of WET. Thi

III.I. Document Retention — Post-Matter Retention Period WET OGG Requirement (OGG § 9.1): The WET OGG mandates a minimum 7-year post-matter document retention period for all files and records related to WET engagements. The term "files and records" is defined broadly in the OGG to include paper and electronic documents, correspondence, pleadings, discovery materials, work product, research memoranda, and any other ma

IV. ADDITIONAL OGG PROVISIONS REVIEWED (NO RECONCILIATION REQUIRED) In addition to the nine principal areas of reconciliation analyzed in Section III above, the following OGG provisions were reviewed and determined to require no reconciliation, as C&H's standard practices are either consistent with or already encompass the WET requirements.

IV.A. Fee Budget and Budget-to-Actual Reporting WET has established a Year 1 fee budget of $350,000 for the engagement, as described in Section III.B above. The WET OGG requires outside counsel to provide quarterly budget-to-actual reports reflecting fees incurred to date, fees invoiced to date, and a comparison of actual fees against the approved budget on both a quarterly and cumulative basis. The reports must incl

IV.B. Initial Retainer WET has agreed to provide an initial retainer of $25,000, to be held in C&H's client trust account (IOLTA) and applied against the final invoice issued in connection with the engagement. The retainer will be deposited upon execution of the engagement letter and will earn interest for the benefit of the Delaware IOLTA program in accordance with applicable rules. This retainer arrangement is cons

IV.C. Payment Terms Invoices are payable net 30 calendar days from the invoice date. This payment term is consistent with both the WET OGG and C&H's standard engagement terms. No reconciliation is needed. The OGG specifies that payment will be made by electronic funds transfer (ACH or wire transfer) to C&H's designated account, and C&H will provide banking details in the engagement letter or a separate payment instru

V. RECONCILIATION SUMMARY TABLE The following table summarizes the reconciliation outcomes for all principal OGG provisions analyzed in this memorandum:

VI. RECOMMENDATION Based on the foregoing analysis, the following actions are recommended:

1. Acceptance of OGG Terms. C&H should accept all WET OGG v.4.2 provisions as reconciled in this memorandum. No provision identified in the OGG poses an unacceptable business, operational, or ethical burden on the Firm or the engagement team. The reconciliation outcomes are consistent with accommodations that C&H routinely makes for institutional nonprofit clients and are within the range of terms accepted by the Fir

2. Engagement Letter — Rate Schedule Exhibit. The negotiated rate schedule (Calloway: $710/hr; Strauss: $710/hr; Petrov: $440/hr; Underwood: $390/hr) should be formalized and attached as an exhibit to the engagement letter. The exhibit should specify that the rates are effective for the period from the engagement's inception through June 30, 2026, and that any subsequent rate adjustments are subject to the OGG § 3.4

3. Data Protection Addendum. The WET Data Protection Addendum should be executed as a separate exhibit to the engagement letter, concurrently with the main agreement. Miriam Calloway will execute the DPA on behalf of C&H, and Priya Anand-Desai will execute on behalf of WET. The supplemental FERPA security briefing for the engagement team should be scheduled within 30 days of engagement letter execution.

4. Engagement Letter — Express References. The body of the engagement letter should incorporate express references to the following obligations, which should not be relegated solely to attachments or incorporated-by-reference provisions: (i) C&H's FERPA compliance obligation, including a cross-reference to the Data Protection Addendum; (ii) the 30-day invoice submission cycle; (iii) the prior-written-approval require

5. Engagement Team Communication. All reconciliation outcomes should be communicated to the full engagement team (Calloway, Strauss, Petrov, Underwood) promptly upon execution of the engagement letter. Relevant restrictions — including travel expense caps, the timekeeper approval requirement, the accelerated time entry deadline of 10 days post-month-end, and the invoice submission deadline of 30 days post-month-end —

6. Matter File and New Business Intake Records. This memorandum should be filed in the matter file for matter 1040-00001 and a copy should be provided to Raymond Chu, Director of New Business Intake, for the Firm's new business records. A copy of the memorandum, together with the executed engagement letter and all exhibits, should also be retained in the Firm's central conflicts and engagement records system.

7. Execution Timeline. The engagement letter should be finalized for internal review by February 19, 2026, circulated to Priya Anand-Desai for WET review by February 20, 2026, and targeted for full execution by both parties no later than February 21, 2026, in accordance with the timeline agreed upon with Ms. Anand-Desai. This memorandum is prepared for the internal use of Calderwood & Harkness LLP and is protected by

VII. ATTACHMENTS The following documents are attached to this memorandum and incorporated by reference: Attachment A: Wyndmere Education Trust — Outside Counsel Guidelines & Billing Policies, v.4.2 (effective July 1, 2025) (provided by WET General Counsel Priya Anand-Desai via email dated February 7, 2026) Attachment B: Negotiated Rate Schedule and Year 1 Fee Budget (prepared by Joel Strauss, February 14, 2026) Attac