1019-00005 · Whitmore Aerospace LLC · Engagement

conflict-check-memo.docx DOCUMENT Litigation

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MEMORANDUM — CONFIDENTIAL — ATTORNEY WORK PRODUCT

TO: Priya Anand, Partner, Litigation Douglas Carmichael, Partner, Litigation

FROM: Patrick Gallagher, Associate, Litigation

DATE: October 28, 2022

RE: Conflicts Check Results — Proposed Representation of Whitmore Aerospace LLC Against Hargrove-Dalton Defense Systems, Inc.

MATTER: New Matter (Pre-Opening)

FIRM: Calderwood & Harkness LLP 600 Lexington Avenue, 28th Floor New York, NY 10022

1. PURPOSE

This memorandum documents the results of the firm-wide conflicts of interest check conducted in connection with the proposed retention of Calderwood & Harkness LLP ("the Firm") by Whitmore Aerospace LLC ("WAL" or "Whitmore") to represent WAL in a declaratory judgment action and related indemnification dispute against Hargrove-Dalton Defense Systems, Inc. ("HDDS" or "Hargrove-Dalton"). The purpose of this memorandum is to provide the responsible partner and billing partner with a comprehensive summary of all search results, to identify any actual or potential conflicts of interest under applicable ethical rules and Firm policy, and to make a recommendation regarding whether the Firm may accept the proposed engagement.

The proposed engagement arises from HDDS's September 9, 2022 indemnification demand in the amount of $14,726,583 issued to WAL under Section 11.4 of a Teaming Agreement between the parties dated June 12, 2019 (the "Teaming Agreement"). The indemnification demand relates to cost overruns identified by the Defense Contract Management Agency ("DCMA") under Prime Contract No. FA8620-19-C-0337, which governs the Advanced Tactical Airframe Program ("ATAP"). Specifically, the DCMA issued a Contracting Officer's Preliminary Determination on August 1, 2022, identifying certain cost overruns attributable to performance under the ATAP, and HDDS has taken the position that WAL bears indemnification responsibility for those overruns under the Teaming Agreement.

The conflicts check was initiated on October 25, 2022, upon receipt of the client intake questionnaire and supporting documentation from Gregory Poole, General Counsel and VP of Legal Affairs at WAL. The check was completed on October 28, 2022. This memorandum summarizes all results and sets forth the Firm's clearance recommendation.

2. PROPOSED ENGAGEMENT DETAILS

2.1 Proposed Client

The following information was obtained from the client intake questionnaire submitted by Gregory Poole on October 24, 2022, supplemented by publicly available information:

WAL is a mid-market aerospace and defense manufacturer that specializes in the production of precision-machined turbine components, integrated propulsion sub-assemblies, and structural airframe parts for both military and commercial aviation platforms. The company was founded in 2006 by Marcus J. Whitmore and Elaine Whitmore and is headquartered in Chantilly, Virginia. WAL maintains manufacturing facilities in Virginia, Ohio, and Alabama, and serves as a subcontractor and teaming partner to several major prime defense contractors, including, as relevant here, Hargrove-Dalton Defense Systems, Inc.

Key Contacts at WAL:

• Marcus J. Whitmore — Founder, Chief Executive Officer, and Managing Member

• Elaine Whitmore — Co-Founder and Chief Financial Officer

• Gregory Poole — General Counsel and Vice President, Legal Affairs

• Catherine Soo-Hyun Park — Vice President, Government Contracts & Compliance

Gregory Poole will serve as the primary point of contact for the engagement and has been designated by WAL as the individual authorized to receive and execute the engagement letter on behalf of the company. Mr. Poole has informed the Firm that WAL's board of managers authorized the retention of outside litigation counsel at a special meeting held on October 20, 2022.

2.2 Proposed Adverse Party

The following information was obtained from the client intake questionnaire and supplemented by publicly available sources, including Securities and Exchange Commission filings and HDDS's corporate website:

HDDS is a publicly traded prime defense contractor engaged in systems integration, avionics, and airframe manufacturing. The company serves as the prime contractor on the ATAP under Prime Contract No. FA8620-19-C-0337. HDDS entered into the Teaming Agreement with WAL on June 12, 2019, under which WAL was assigned responsibility for Work Package 4, encompassing precision-machined structural airframe components and related propulsion-assembly integration tasks, with a total allocated work share of $74,160,000.

Key Personnel Identified at HDDS:

• Jonathan R. Hargrove — Chairman of the Board

• Diana Castellano — President and Chief Executive Officer

• William Fong — Senior Vice President, Contracts and Procurement

• Renee Aldrich — Vice President and Associate General Counsel, Litigation

Based on the correspondence attached to the client intake questionnaire, the September 9, 2022 indemnification demand was signed by William Fong and Renee Aldrich jointly on behalf of HDDS. All subsequent correspondence between the parties regarding the indemnification dispute has been handled through Ms. Aldrich's office.

2.3 Nature of the Proposed Engagement

The proposed engagement encompasses the representation of WAL in a declaratory judgment action to be filed in the United States District Court for the Southern District of New York, pursuant to the forum-selection clause set forth in Section 18.2 of the Teaming Agreement. The Teaming Agreement provides that "[a]ny action, suit or proceeding arising out of or relating to this Agreement shall be brought exclusively in the United States District Court for the Southern District of New York or, if federal jurisdiction is unavailable, in the Supreme Court of the State of New York, New York County." The Teaming Agreement is governed by New York law pursuant to Section 18.1.

The declaratory judgment action will seek a judicial declaration that Section 11.4 of the Teaming Agreement does not obligate WAL to indemnify HDDS for the $14,726,583 in cost overruns identified in the DCMA's Contracting Officer's Preliminary Determination dated August 1, 2022. WAL's position, as communicated by Gregory Poole, is that the cost overruns are attributable to design specification changes directed by HDDS under the prime contract that fell outside the scope of WAL's Work Package 4 responsibilities, and that Section 11.4's indemnification obligation extends only to cost overruns "directly and proximately caused by the Subcontractor's failure to perform in conformity with the Statement of Work," which WAL contends did not occur.

The amount in controversy is as follows:

• HDDS's Indemnification Demand: $14,726,583

• WAL's Theoretical Maximum Exposure: $88,992,000, representing 120% of WAL's $74,160,000 Work Package 4 share, as calculated under the liability cap provision set forth in Section 11.5 of the Teaming Agreement

It is anticipated that HDDS will assert a counterclaim for contractual indemnification under Section 11.4 of the Teaming Agreement, together with a claim for attorneys' fees and costs under Section 11.6, which provides that "[t]he prevailing party in any action to enforce the indemnification obligations of this Article XI shall be entitled to recover its reasonable attorneys' fees and litigation costs from the non-prevailing party." The Firm's proposed representation would encompass defense of any such counterclaims.

The engagement does not, at this time, include representation of WAL in any administrative proceedings before the DCMA, the Armed Services Board of Contract Appeals, or any other government tribunal. WAL's government contracts regulatory counsel, Ashford & Reeves LLP, is handling those matters separately, and the Firm's representation would be limited to the civil litigation in federal court. If the scope of the engagement changes or expands at any point, including but not limited to potential affirmative coverage litigation against WAL's insurer, a supplemental conflicts check will be required.

2.4 Proposed Engagement Team

The following attorneys have been identified as the proposed engagement team for this matter:

Priya Anand will serve as the responsible partner for all substantive aspects of the representation. Douglas Carmichael, who co-chairs the Firm's Government Contracts & Procurement Disputes practice group, will serve as billing partner and will provide subject-matter guidance on issues arising at the intersection of the civil litigation and the underlying government contract dispute. Patrick Gallagher will serve as lead associate, managing the day-to-day litigation activities. Simone Laroche, who is based in the Firm's Washington, D.C. office and holds a Bachelor of Science in Aerospace Engineering from Virginia Polytechnic Institute and State University (Virginia Tech), will serve as working associate and will provide analytical support on the technical aspects of the ATAP and Work Package 4 performance issues.

2.5 Known Opposing Counsel

HDDS is represented in this matter by Voss, Trager & Kendall LLP ("VTK"), a Washington, D.C.-based litigation firm. The relevant contact information and personnel are as follows:

VTK's representation of HDDS was confirmed by the September 9, 2022 indemnification demand letter, which was transmitted on VTK letterhead over the signatures of Leonard Trager and Megan Forsythe, and by subsequent correspondence between Mr. Trager's office and Gregory Poole at WAL.

3. RELATED AND AFFILIATED ENTITIES CHECKED

In accordance with Firm Policy No. GC-101 (General Counsel's Office Conflicts Clearance Policy, revised January 2022), the conflicts check encompassed not only the proposed client and proposed adverse party but also all known affiliates, related entities, key personnel, opposing counsel, and significant third parties whose involvement in the matter could give rise to actual or potential conflicts of interest. The following persons and entities were included in the search.

3.1 Whitmore Aerospace LLC — Affiliates and Related Persons

The following individuals associated with WAL were included in the conflicts check:

• Marcus J. Whitmore (individual) — Founder, CEO, and Managing Member of WAL

• Elaine Whitmore (individual) — Co-Founder and CFO of WAL

• Gregory Poole (individual) — General Counsel and VP, Legal Affairs of WAL

• Catherine Soo-Hyun Park (individual) — VP, Government Contracts & Compliance of WAL

The client intake questionnaire completed by Gregory Poole indicated that WAL has no parent company, subsidiaries, or affiliated entities. WAL is structured as a Virginia limited liability company with a single class of membership interests. Marcus J. Whitmore and Elaine Whitmore are the sole members. Accordingly, no corporate affiliates or subsidiaries were identified for inclusion in the search beyond those persons listed above.

3.2 Hargrove-Dalton Defense Systems, Inc. — Affiliates and Related Persons

The following individuals associated with HDDS were included in the conflicts check:

• Jonathan R. Hargrove (individual) — Chairman of the Board of HDDS

• Diana Castellano (individual) — President and CEO of HDDS

• William Fong (individual) — Senior VP, Contracts and Procurement of HDDS

• Renee Aldrich (individual) — VP and Associate General Counsel, Litigation of HDDS

In addition, the search included known subsidiaries and divisions of HDDS as identified through publicly available information, including HDDS's most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (fiscal year ended December 31, 2021). The subsidiaries and divisions identified and searched include, without limitation, HDDS Avionics Solutions Division, HDDS International Holdings Ltd. (United Kingdom), and Hargrove-Dalton Technical Services LLC (a wholly owned domestic subsidiary). No additional affiliates were identified in the intake questionnaire or through publicly available sources that were not already captured in the search.

3.3 Additional Parties and Entities Checked

To ensure thoroughness, the following additional parties and entities with a known or reasonably anticipated connection to the proposed engagement were also included in the conflicts search:

Opposing Counsel:

• Voss, Trager & Kendall LLP (law firm)

• Leonard Trager (individual — lead partner at VTK)

• Megan Forsythe (individual — senior associate at VTK)

WAL's Other Professional Advisors:

• Ashford & Reeves LLP (law firm — WAL's government contracts regulatory counsel)

• Harold Reeves (individual — partner at Ashford & Reeves LLP)

• Natalie Cheng (individual — associate at Ashford & Reeves LLP)

WAL's Financial Institutions and Advisors:

• Ridgeline National Bank, N.A. (financial institution — WAL's primary lender and administrative agent under a $75 million revolving credit facility dated March 15, 2021)

• David Kreutz (individual — relationship manager at Ridgeline National Bank)

• Meridian Surety & Insurance Group (insurance company — WAL's directors and officers liability insurer and commercial general liability insurer; Policy Nos. MSI-DO-2022-07814 and MSI-CGL-2021-33291)

• Rachel Underwood (individual — claims adjuster at Meridian Surety & Insurance Group)

• Pinnacle Advisory Partners LLC (accounting firm — WAL's outside auditor and tax advisor)

• Thomas Brennan, CPA (individual — engagement partner at Pinnacle Advisory Partners LLC)

Government Entities:

• U.S. Department of Defense — Defense Contract Management Agency ("DCMA")

• U.S. Air Force — Air Force Life Cycle Management Center ("AFLCMC")

Government entities are not treated as clients or adverse parties for conflicts-clearance purposes under the Firm's policy, but they are noted here for completeness and to ensure that the full scope of the engagement's participants is documented.

4. CONFLICTS DATABASE SEARCH METHODOLOGY

The conflicts check was conducted in accordance with the procedures set forth in Calderwood & Harkness LLP Firm Policy No. GC-101 (General Counsel's Office Conflicts Clearance Policy, revised January 2022). The following steps were taken:

4.1 ConflictTrack Database Searches. Searches were conducted in the Firm's firm-wide conflicts management system, ConflictTrack (version 8.4.2), on October 25, 2022. ConflictTrack contains records of all current and former client representations, adverse parties, related entities, and individual contacts for all matters opened at the Firm since the system's implementation in 2003, as well as historical data imported from the Firm's legacy conflicts records dating back to 1997. The database was queried using the following search parameters:

• All full legal names of the proposed client, proposed adverse party, and all affiliated and related entities and persons listed in Sections 3.1 through 3.3 above;

• All known short names, trade names, and abbreviations (e.g., "WAL," "Whitmore," "HDDS," "Hargrove-Dalton," "VTK");

• All employer identification numbers (EINs) for entity searches (EINs 54-2198437 and 13-4087291);

• All individual names, including reasonable variations and common misspellings, using the ConflictTrack phonetic matching algorithm; and

• All known addresses associated with the entities and individuals identified.

The search was conducted by the undersigned and independently verified by Sarah Hendricks, Conflicts Analyst in the Firm's General Counsel's Office, to ensure accuracy and completeness.

4.2 Practice Group Client List Review. In addition to the ConflictTrack database searches, a manual review of the Government Contracts & Procurement Disputes practice group's client lists and active-matter rosters was conducted. This review was coordinated with Douglas Carmichael in his capacity as co-chair of the practice group. The purpose of this supplemental review was to identify any informal advisory relationships, pitch activity, or pending engagement discussions involving WAL, HDDS, or any of the entities identified in the search that may not yet have been entered into ConflictTrack. The review confirmed that the practice group has had no prior contact or engagement discussions with either WAL or HDDS.

4.3 Lateral-Hire Portability Review. A lateral-hire portability review was conducted for each member of the proposed engagement team to determine whether any team member carried prior representations involving WAL, HDDS, or their affiliates from any prior law firm affiliation. The review encompassed the lateral-hire conflicts questionnaires on file with the Firm's General Counsel's Office for each team member and, where necessary, direct confirmation from the individuals involved. The results are as follows:

• Priya Anand — Joined Calderwood & Harkness LLP in 2014 from Zalcourt & Montrose LLP. Lateral-hire conflicts questionnaire on file confirms no prior representations involving WAL, HDDS, or any related entity.

• Douglas Carmichael — Has been with Calderwood & Harkness LLP since 2001 (joined as an associate directly from law school). No lateral-hire portability issues.

• Patrick Gallagher — Joined Calderwood & Harkness LLP in 2019 from Whitfield & Crane LLP. Lateral-hire conflicts questionnaire on file confirms no prior representations involving WAL, HDDS, or any related entity.

• Simone Laroche — Joined Calderwood & Harkness LLP in 2021 as an entry-level associate directly from Georgetown University Law Center. Prior to law school, Ms. Laroche was employed as a systems engineer at Ridgeline Group from 2015 to 2018. Her work at Marlowe Partners LLC involved the F-35 Joint Strike Fighter program and did not involve any work with or relating to WAL, HDDS, or the ATAP. Ms. Laroche has confirmed that she did not receive or have access to any confidential or proprietary information of WAL or HDDS during her pre-legal employment. Her background in aerospace engineering (Bachelor of Science, Virginia Polytechnic Institute and State University, 2015) is pre-legal and does not raise conflict concerns. No imputed conflict or screening obligation arises from her prior employment.

4.4 Search Completion and Documentation. All search results were exported from ConflictTrack and reviewed in their entirety on October 27 and 28, 2022. The search logs and exported results have been preserved in the Firm's General Counsel's Office files under reference number CC-2022-10-1847 and are available for review upon request.

5. RESULTS

5.1 Whitmore Aerospace LLC and Affiliates

Result: No current or prior representation identified.

The ConflictTrack database returned no matches for Whitmore Aerospace LLC, WAL, or EIN 54-2198437. No matters of any kind — open, closed, or prospective — were identified in which Calderwood & Harkness LLP represented or provided legal services to WAL or any entity or individual associated with WAL. Specifically, no matters were found involving Marcus J. Whitmore, Elaine Whitmore, Gregory Poole, or Catherine Soo-Hyun Park in any capacity, whether as clients, adverse parties, witnesses, or other participants.

The manual review of the Government Contracts & Procurement Disputes practice group client lists and active-matter rosters likewise returned no results. There has been no prior pitch activity, engagement discussion, or informal advisory relationship between the Firm and WAL or any of its personnel.

If the Firm accepts this engagement, WAL will be a new client of the Firm. All applicable new-client intake and credit-approval procedures will apply.

5.2 Hargrove-Dalton Defense Systems, Inc. and Affiliates

Result: No current or prior representation identified.

The ConflictTrack database returned no matches for Hargrove-Dalton Defense Systems, Inc., HDDS, Hargrove-Dalton, or EIN 13-4087291. No matters of any kind — open, closed, or prospective — were identified in which Calderwood & Harkness LLP represented or provided legal services to HDDS or any entity or individual associated with HDDS. No matters were found involving Jonathan R. Hargrove, Diana Castellano, William Fong, or Renee Aldrich in any capacity, whether as clients, adverse parties, witnesses, or other participants. Additionally, no representations were identified involving any known subsidiary or division of HDDS, including HDDS Avionics Solutions Division, HDDS International Holdings Ltd., or Hargrove-Dalton Technical Services LLC.

Because Calderwood & Harkness LLP has no current or former client relationship with HDDS or any of its known affiliates, the proposed adverse representation does not implicate Rule 1.7 (Conflict of Interest — Current Clients) or Rule 1.9 (Duties to Former Clients) of the New York Rules of Professional Conduct with respect to HDDS.

5.3 Voss, Trager & Kendall LLP and Personnel

Result: No conflicts identified.

The ConflictTrack database returned no results indicating any current matter in which Calderwood & Harkness LLP and Voss, Trager & Kendall LLP serve as co-counsel or appear as adverse counsel on behalf of the same client. No former engagements were identified in which the Firm and VTK had any collaborative or adverse relationship that would give rise to a conflict of interest or require ethical screening in connection with the proposed engagement.

Searches for Leonard Trager and Megan Forsythe as individuals likewise returned no results. Neither Mr. Trager nor Ms. Forsythe is a former attorney or employee of Calderwood & Harkness LLP, and no prior professional relationship between any member of the proposed engagement team and either of these individuals was identified.

5.4 Third Parties — Ashford & Reeves LLP, Ridgeline National Bank, Meridian Surety & Insurance Group, and Pinnacle Advisory Partners LLC

The following results were obtained for the third-party entities and individuals searched:

Ashford & Reeves LLP (Harold Reeves, Natalie Cheng): No current or prior representation of Ashford & Reeves LLP or any of its attorneys was identified in ConflictTrack. No conflicts exist. It is noted that, because Ashford & Reeves LLP serves as WAL's government contracts regulatory counsel and is separately handling administrative-proceeding matters before the DCMA, Calderwood & Harkness may need to coordinate with Ashford & Reeves on matters that overlap between the civil litigation and the administrative proceedings. No adversity between the Firm and Ashford & Reeves is anticipated, and no conflict arises from this anticipated coordination.

Ridgeline National Bank, N.A. (David Kreutz): No current or prior representation of Ridgeline National Bank, N.A. or David Kreutz was identified in ConflictTrack. WAL's credit facility relationship with Ridgeline (a $75 million revolving credit facility dated March 15, 2021) is noted for informational purposes. Ridgeline is not a party to the proposed litigation, and no adversity between Calderwood & Harkness and Ridgeline is expected in connection with this engagement. Should Ridgeline's interests become relevant to the litigation — for example, in the event that the indemnification dispute implicates covenants or representations in WAL's credit agreement — a supplemental analysis will be conducted at that time.

Meridian Surety & Insurance Group (Rachel Underwood): No current or prior representation of Meridian Surety & Insurance Group or Rachel Underwood was identified in ConflictTrack. This result is particularly relevant because of the potential for an insurance coverage dispute. WAL tendered HDDS's indemnification demand to Meridian on September 22, 2022, under its directors and officers liability policy (Policy No. MSI-DO-2022-07814) and its commercial general liability policy (Policy No. MSI-CGL-2021-33291). As of the date of this memorandum, Meridian has issued a reservation-of-rights letter dated November 1, 2022, in which Meridian reserved its rights to deny coverage based on, among other things, the contractual-liability exclusion and the government-contract exclusion in the applicable policies. While the potential for a coverage dispute between WAL and Meridian is noted, the proposed engagement scope at this time does not include affirmative litigation against Meridian or any other insurer. If the scope of the engagement expands to include coverage litigation, a supplemental conflicts check will be required at that time to confirm continued clearance.

Pinnacle Advisory Partners LLC (Thomas Brennan, CPA): No current or prior representation of Pinnacle Advisory Partners LLC or Thomas Brennan was identified in ConflictTrack. No adversity is anticipated. Pinnacle serves as WAL's outside auditor and tax advisor and may be called upon to provide testimony or documentation regarding WAL's financial records, cost accounting, and the quantification of damages in the litigation. This anticipated role does not give rise to any conflict of interest for the Firm.

5.5 Government Entities

The Defense Contract Management Agency ("DCMA") and the United States Air Force, Air Force Life Cycle Management Center ("AFLCMC") are government agencies of the United States Department of Defense. Consistent with the Firm's standard practice and Firm Policy No. GC-101, government agencies are not treated as clients or adverse parties for conflicts-clearance purposes. These agencies are noted here solely for completeness and to document the full universe of entities and persons connected to the proposed engagement. The Firm's acceptance of this engagement does not create any attorney-client or adversarial relationship with any government agency, and no conflict of interest arises from the government's involvement in the underlying ATAP program or the DCMA's Contracting Officer's Preliminary Determination.

6. ETHICAL RULES AND STANDARDS APPLIED

The conflicts analysis set forth in this memorandum was conducted in accordance with the following ethical rules and Firm policies:

6.1 New York Rules of Professional Conduct, Rule 1.7 (Conflict of Interest — Current Clients). Rule 1.7(a) provides that a lawyer shall not represent a client if a reasonable lawyer would conclude that the representation will involve the lawyer in representing differing interests, or if there is a significant risk that the lawyer's professional judgment on behalf of a client will be adversely affected by the lawyer's own financial, business, property, or other personal interests. Because the conflicts check revealed no current client relationship with HDDS, any HDDS affiliate, or any other party whose interests would be adverse to WAL in this matter, Rule 1.7 is not implicated.

6.2 New York Rules of Professional Conduct, Rule 1.9 (Duties to Former Clients). Rule 1.9(a) provides that a lawyer who has formerly represented a client in a matter shall not thereafter represent another person in the same or a substantially related matter in which that person's interests are materially adverse to the interests of the former client, unless the former client gives informed consent, confirmed in writing. Because the conflicts check revealed no former client relationship with HDDS, any HDDS affiliate, or any other party whose interests would be materially adverse to WAL in a substantially related matter, Rule 1.9 is not implicated.

6.3 Calderwood & Harkness LLP Internal Conflicts-Clearance Policy (Firm Policy No. GC-101, revised January 2022). The Firm's internal conflicts-clearance policy sets forth the procedures and standards for conducting conflicts checks in connection with new-matter openings, including the scope of database searches, the lateral-hire portability review requirements, and the escalation procedures for identified conflicts. The conflicts check documented in this memorandum was conducted in full compliance with Firm Policy No. GC-101.

6.4 Confidential Information. It has been confirmed that no member of the proposed engagement team possesses confidential information from any prior representation — whether at Calderwood & Harkness LLP or at any prior law firm — that would be material to the proposed engagement or that could be used to the disadvantage of any former client in connection with this matter. Each member of the proposed engagement team has confirmed this in writing, and the written confirmations are on file with the Firm's General Counsel's Office.

6.5 Waivers and Consent. Based on the results of the conflicts check, no waivers, consent letters, or ethical screens are required in order for the Firm to accept the proposed engagement.

7. CONCLUSION AND CLEARANCE

Based on the comprehensive conflicts check documented in this memorandum, the following conclusions are reached:

1. The conflicts check has identified no conflicts of interest — actual or potential — that would preclude Calderwood & Harkness LLP from accepting the representation of Whitmore Aerospace LLC in the proposed declaratory judgment action and related indemnification dispute against Hargrove-Dalton Defense Systems, Inc.

2. No current or former client relationship with HDDS or any of its known affiliates, subsidiaries, or divisions exists at Calderwood & Harkness LLP. The proposed adverse representation does not implicate Rule 1.7 or Rule 1.9 of the New York Rules of Professional Conduct.

3. No current or former client relationship with WAL exists at Calderwood & Harkness LLP. This is a new-client engagement, and all applicable new-client intake and credit-approval procedures must be completed prior to the commencement of work.

4. No imputed conflicts or screening obligations arise from any member of the proposed engagement team, including as a result of prior law firm affiliations or pre-legal employment.

5. No conflicts were identified with respect to opposing counsel (Voss, Trager & Kendall LLP) or any of the third-party entities and individuals included in the search, including Ashford & Reeves LLP, Ridgeline National Bank, Meridian Surety & Insurance Group, and Pinnacle Advisory Partners LLC.

6. The potential for a future insurance coverage dispute between WAL and Meridian Surety & Insurance Group has been noted and documented. If the scope of the engagement expands to include affirmative coverage litigation against Meridian or any other insurer, a supplemental conflicts check must be conducted at that time.

Recommendation: The proposed engagement is cleared from a conflicts perspective. The matter may proceed to engagement-letter execution, subject to completion of the Firm's standard new-client intake procedures, credit-approval process, and any other administrative requirements.

8. FOLLOW-UP ACTIONS

The following follow-up actions are required or recommended upon approval of this memorandum:

1. Distribution and Review. Patrick Gallagher will circulate this memorandum to Priya Anand (Responsible Partner) and Douglas Carmichael (Billing Partner) for review and sign-off. Both partners are requested to review the memorandum, confirm the accuracy of the information set forth herein, and sign off in the space provided below to memorialize their approval.

2. Engagement Letter. Upon clearance by both partners, Patrick Gallagher will initiate preparation of the engagement letter for Gregory Poole at Whitmore Aerospace LLC, using the Firm's standard litigation engagement letter template. The target date for execution of the engagement letter is November 1, 2022, to allow sufficient time for WAL to commence the declaratory judgment action before any statute-of-limitations or contractual-deadline concerns arise.

3. Matter Opening. A new matter will be opened in the Firm's matter management system (Greaves Services Inc.) upon execution of the engagement letter. The matter will be assigned to the Litigation department, Government Contracts & Procurement Disputes sub-practice, with Priya Anand as Responsible Partner and Douglas Carmichael as Billing Partner.

4. Supplemental Conflicts Check — Insurance Coverage Litigation. If the scope of the engagement expands at any time to include affirmative coverage litigation against Meridian Surety & Insurance Group or any other insurer, a supplemental conflicts check must be conducted prior to the Firm's assumption of that expanded scope. Patrick Gallagher and Simone Laroche will monitor developments with respect to Meridian's reservation of rights and will alert the Responsible Partner and Billing Partner promptly if a supplemental check is warranted.

5. Ongoing Monitoring. In accordance with Firm Policy No. GC-101, the engagement team will conduct periodic conflicts monitoring throughout the life of the matter to identify any new conflicts that may arise as additional parties, witnesses, or related entities are identified during the course of the litigation.

9. SIGN-OFF

Prepared by:

________________________________________

Patrick Gallagher Associate, Litigation Calderwood & Harkness LLP 600 Lexington Avenue, 28th Floor New York, NY 10022

Date: October 28, 2022

Reviewed and Approved by:

________________________________________

Priya Anand Partner, Litigation Calderwood & Harkness LLP 600 Lexington Avenue, 28th Floor New York, NY 10022

Date: ________

Reviewed and Approved by:

________________________________________

Douglas Carmichael Partner, Litigation Calderwood & Harkness LLP 600 Lexington Avenue, 28th Floor New York, NY 10022

Date: ________

This memorandum is a confidential attorney work product prepared for the internal use of Calderwood & Harkness LLP in connection with the evaluation of a proposed client engagement. It is not intended for distribution to any person or entity outside the Firm without the prior written authorization of the General Counsel's Office. The information contained herein is subject to the attorney-client privilege and the work-product doctrine.

Conflicts Check Reference No.: CC-2022-10-1847

Field	Detail
Full Legal Name	Whitmore Aerospace LLC
Short Names / Trade Names	Whitmore, WAL
Entity Type	Virginia limited liability company
EIN	54-2198437
Headquarters	4200 Commerce Park Drive, Suite 600, Chantilly, VA 20151
Industry	Aerospace and defense manufacturing — precision-machined turbine components, integrated propulsion sub-assemblies, and structural airframe parts for military and commercial platforms
Year Founded	2006
Founders	Marcus J. Whitmore and Elaine Whitmore
Annual Revenue (FY 2022)	$287 million
Approximate Number of Employees	1,400
Field	Detail
Full Legal Name	Hargrove-Dalton Defense Systems, Inc.
Short Names / Trade Names	HDDS, Hargrove-Dalton
Entity Type	Delaware corporation
EIN	13-4087291
Headquarters	1100 Garrison Boulevard, Suite 2200, Bethesda, MD 20817
Industry	Prime defense contractor — systems integration, avionics, and airframe manufacturing
Annual Revenue (FY 2022)	Approximately $3.4 billion
Approximate Number of Employees	12,500
Name	Role	Office
Priya Anand	Responsible Partner, Litigation	New York
Douglas Carmichael	Billing Partner, Litigation	New York
Patrick Gallagher	Lead Associate, Litigation	New York
Simone Laroche	Working Associate, Litigation	Washington, D.C.

Field	Detail
Firm Name	Voss, Trager & Kendall LLP
Address	900 17th Street NW, Suite 800, Washington, D.C. 20006
Lead Partner	Leonard Trager
Senior Associate	Megan Forsythe

MEMORANDUM — CONFIDENTIAL — ATTORNEY WORK PRODUCT
TO: Priya Anand, Partner, Litigation Douglas Carmichael, Partner, Litigation
FROM: Patrick Gallagher, Associate, Litigation
DATE: October 28, 2022
RE: Conflicts Check Results — Proposed Representation of Whitmore Aerospace LLC Against Hargrove-Dalton Defense Systems, Inc.
MATTER: New Matter (Pre-Opening)
FIRM: Calderwood & Harkness LLP 600 Lexington Avenue, 28th Floor New York, NY 10022
1. PURPOSE
This memorandum documents the results of the firm-wide conflicts of interest check conducted in connection with the proposed retention of Calderwood & Harkness LLP ("the Firm") by Whitmore Aerospace LLC ("WAL" or "Whitmore") to represent WAL in a declaratory judgment action and related indemnification dispute against Hargrove-Dalton Defense Systems, Inc. ("HDDS" or "Hargrove-Dalton"). The purpose of this memorandum is to provide the responsible partner and billing partner with a comprehensive summary of all search results, to identify any actual or potential conflicts of interest under applicable ethical rules and Firm policy, and to make a recommendation regarding whether the Firm may accept the proposed engagement.
The proposed engagement arises from HDDS's September 9, 2022 indemnification demand in the amount of $14,726,583 issued to WAL under Section 11.4 of a Teaming Agreement between the parties dated June 12, 2019 (the "Teaming Agreement"). The indemnification demand relates to cost overruns identified by the Defense Contract Management Agency ("DCMA") under Prime Contract No. FA8620-19-C-0337, which governs the Advanced Tactical Airframe Program ("ATAP"). Specifically, the DCMA issued a Contracting Officer's Preliminary Determination on August 1, 2022, identifying certain cost overruns attributable to performance under the ATAP, and HDDS has taken the position that WAL bears indemnification responsibility for those overruns under the Teaming Agreement.
The conflicts check was initiated on October 25, 2022, upon receipt of the client intake questionnaire and supporting documentation from Gregory Poole, General Counsel and VP of Legal Affairs at WAL. The check was completed on October 28, 2022. This memorandum summarizes all results and sets forth the Firm's clearance recommendation.
2. PROPOSED ENGAGEMENT DETAILS
2.1 Proposed Client
The following information was obtained from the client intake questionnaire submitted by Gregory Poole on October 24, 2022, supplemented by publicly available information:
WAL is a mid-market aerospace and defense manufacturer that specializes in the production of precision-machined turbine components, integrated propulsion sub-assemblies, and structural airframe parts for both military and commercial aviation platforms. The company was founded in 2006 by Marcus J. Whitmore and Elaine Whitmore and is headquartered in Chantilly, Virginia. WAL maintains manufacturing facilities in Virginia, Ohio, and Alabama, and serves as a subcontractor and teaming partner to several major prime defense contractors, including, as relevant here, Hargrove-Dalton Defense Systems, Inc.
Key Contacts at WAL:
•  Marcus J. Whitmore — Founder, Chief Executive Officer, and Managing Member
•  Elaine Whitmore — Co-Founder and Chief Financial Officer
•  Gregory Poole — General Counsel and Vice President, Legal Affairs
•  Catherine Soo-Hyun Park — Vice President, Government Contracts & Compliance
Gregory Poole will serve as the primary point of contact for the engagement and has been designated by WAL as the individual authorized to receive and execute the engagement letter on behalf of the company. Mr. Poole has informed the Firm that WAL's board of managers authorized the retention of outside litigation counsel at a special meeting held on October 20, 2022.
2.2 Proposed Adverse Party
The following information was obtained from the client intake questionnaire and supplemented by publicly available sources, including Securities and Exchange Commission filings and HDDS's corporate website:
HDDS is a publicly traded prime defense contractor engaged in systems integration, avionics, and airframe manufacturing. The company serves as the prime contractor on the ATAP under Prime Contract No. FA8620-19-C-0337. HDDS entered into the Teaming Agreement with WAL on June 12, 2019, under which WAL was assigned responsibility for Work Package 4, encompassing precision-machined structural airframe components and related propulsion-assembly integration tasks, with a total allocated work share of $74,160,000.
Key Personnel Identified at HDDS:
•  Jonathan R. Hargrove — Chairman of the Board
•  Diana Castellano — President and Chief Executive Officer
•  William Fong — Senior Vice President, Contracts and Procurement
•  Renee Aldrich — Vice President and Associate General Counsel, Litigation
Based on the correspondence attached to the client intake questionnaire, the September 9, 2022 indemnification demand was signed by William Fong and Renee Aldrich jointly on behalf of HDDS. All subsequent correspondence between the parties regarding the indemnification dispute has been handled through Ms. Aldrich's office.
2.3 Nature of the Proposed Engagement
The proposed engagement encompasses the representation of WAL in a declaratory judgment action to be filed in the United States District Court for the Southern District of New York, pursuant to the forum-selection clause set forth in Section 18.2 of the Teaming Agreement. The Teaming Agreement provides that "[a]ny action, suit or proceeding arising out of or relating to this Agreement shall be brought exclusively in the United States District Court for the Southern District of New York or, if federal jurisdiction is unavailable, in the Supreme Court of the State of New York, New York County." The Teaming Agreement is governed by New York law pursuant to Section 18.1.
The declaratory judgment action will seek a judicial declaration that Section 11.4 of the Teaming Agreement does not obligate WAL to indemnify HDDS for the $14,726,583 in cost overruns identified in the DCMA's Contracting Officer's Preliminary Determination dated August 1, 2022. WAL's position, as communicated by Gregory Poole, is that the cost overruns are attributable to design specification changes directed by HDDS under the prime contract that fell outside the scope of WAL's Work Package 4 responsibilities, and that Section 11.4's indemnification obligation extends only to cost overruns "directly and proximately caused by the Subcontractor's failure to perform in conformity with the Statement of Work," which WAL contends did not occur.
The amount in controversy is as follows:
•  HDDS's Indemnification Demand: $14,726,583
•  WAL's Theoretical Maximum Exposure: $88,992,000, representing 120% of WAL's $74,160,000 Work Package 4 share, as calculated under the liability cap provision set forth in Section 11.5 of the Teaming Agreement
It is anticipated that HDDS will assert a counterclaim for contractual indemnification under Section 11.4 of the Teaming Agreement, together with a claim for attorneys' fees and costs under Section 11.6, which provides that "[t]he prevailing party in any action to enforce the indemnification obligations of this Article XI shall be entitled to recover its reasonable attorneys' fees and litigation costs from the non-prevailing party." The Firm's proposed representation would encompass defense of any such counterclaims.
The engagement does not, at this time, include representation of WAL in any administrative proceedings before the DCMA, the Armed Services Board of Contract Appeals, or any other government tribunal. WAL's government contracts regulatory counsel, Ashford & Reeves LLP, is handling those matters separately, and the Firm's representation would be limited to the civil litigation in federal court. If the scope of the engagement changes or expands at any point, including but not limited to potential affirmative coverage litigation against WAL's insurer, a supplemental conflicts check will be required.
2.4 Proposed Engagement Team
The following attorneys have been identified as the proposed engagement team for this matter:
Priya Anand will serve as the responsible partner for all substantive aspects of the representation. Douglas Carmichael, who co-chairs the Firm's Government Contracts & Procurement Disputes practice group, will serve as billing partner and will provide subject-matter guidance on issues arising at the intersection of the civil litigation and the underlying government contract dispute. Patrick Gallagher will serve as lead associate, managing the day-to-day litigation activities. Simone Laroche, who is based in the Firm's Washington, D.C. office and holds a Bachelor of Science in Aerospace Engineering from Virginia Polytechnic Institute and State University (Virginia Tech), will serve as working associate and will provide analytical support on the technical aspects of the ATAP and Work Package 4 performance issues.
2.5 Known Opposing Counsel
HDDS is represented in this matter by Voss, Trager & Kendall LLP ("VTK"), a Washington, D.C.-based litigation firm. The relevant contact information and personnel are as follows:
VTK's representation of HDDS was confirmed by the September 9, 2022 indemnification demand letter, which was transmitted on VTK letterhead over the signatures of Leonard Trager and Megan Forsythe, and by subsequent correspondence between Mr. Trager's office and Gregory Poole at WAL.
3. RELATED AND AFFILIATED ENTITIES CHECKED
In accordance with Firm Policy No. GC-101 (General Counsel's Office Conflicts Clearance Policy, revised January 2022), the conflicts check encompassed not only the proposed client and proposed adverse party but also all known affiliates, related entities, key personnel, opposing counsel, and significant third parties whose involvement in the matter could give rise to actual or potential conflicts of interest. The following persons and entities were included in the search.
3.1 Whitmore Aerospace LLC — Affiliates and Related Persons
The following individuals associated with WAL were included in the conflicts check:
•  Marcus J. Whitmore (individual) — Founder, CEO, and Managing Member of WAL
•  Elaine Whitmore (individual) — Co-Founder and CFO of WAL
•  Gregory Poole (individual) — General Counsel and VP, Legal Affairs of WAL
•  Catherine Soo-Hyun Park (individual) — VP, Government Contracts & Compliance of WAL
The client intake questionnaire completed by Gregory Poole indicated that WAL has no parent company, subsidiaries, or affiliated entities. WAL is structured as a Virginia limited liability company with a single class of membership interests. Marcus J. Whitmore and Elaine Whitmore are the sole members. Accordingly, no corporate affiliates or subsidiaries were identified for inclusion in the search beyond those persons listed above.
3.2 Hargrove-Dalton Defense Systems, Inc. — Affiliates and Related Persons
The following individuals associated with HDDS were included in the conflicts check:
•  Jonathan R. Hargrove (individual) — Chairman of the Board of HDDS
•  Diana Castellano (individual) — President and CEO of HDDS
•  William Fong (individual) — Senior VP, Contracts and Procurement of HDDS
•  Renee Aldrich (individual) — VP and Associate General Counsel, Litigation of HDDS
In addition, the search included known subsidiaries and divisions of HDDS as identified through publicly available information, including HDDS's most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (fiscal year ended December 31, 2021). The subsidiaries and divisions identified and searched include, without limitation, HDDS Avionics Solutions Division, HDDS International Holdings Ltd. (United Kingdom), and Hargrove-Dalton Technical Services LLC (a wholly owned domestic subsidiary). No additional affiliates were identified in the intake questionnaire or through publicly available sources that were not already captured in the search.
3.3 Additional Parties and Entities Checked
To ensure thoroughness, the following additional parties and entities with a known or reasonably anticipated connection to the proposed engagement were also included in the conflicts search:
Opposing Counsel:
•  Voss, Trager & Kendall LLP (law firm)
•  Leonard Trager (individual — lead partner at VTK)
•  Megan Forsythe (individual — senior associate at VTK)
WAL's Other Professional Advisors:
•  Ashford & Reeves LLP (law firm — WAL's government contracts regulatory counsel)
•  Harold Reeves (individual — partner at Ashford & Reeves LLP)
•  Natalie Cheng (individual — associate at Ashford & Reeves LLP)
WAL's Financial Institutions and Advisors:
•  Ridgeline National Bank, N.A. (financial institution — WAL's primary lender and administrative agent under a $75 million revolving credit facility dated March 15, 2021)
•  David Kreutz (individual — relationship manager at Ridgeline National Bank)
•  Meridian Surety & Insurance Group (insurance company — WAL's directors and officers liability insurer and commercial general liability insurer; Policy Nos. MSI-DO-2022-07814 and MSI-CGL-2021-33291)
•  Rachel Underwood (individual — claims adjuster at Meridian Surety & Insurance Group)
•  Pinnacle Advisory Partners LLC (accounting firm — WAL's outside auditor and tax advisor)
•  Thomas Brennan, CPA (individual — engagement partner at Pinnacle Advisory Partners LLC)
Government Entities:
•  U.S. Department of Defense — Defense Contract Management Agency ("DCMA")
•  U.S. Air Force — Air Force Life Cycle Management Center ("AFLCMC")
Government entities are not treated as clients or adverse parties for conflicts-clearance purposes under the Firm's policy, but they are noted here for completeness and to ensure that the full scope of the engagement's participants is documented.
4. CONFLICTS DATABASE SEARCH METHODOLOGY
The conflicts check was conducted in accordance with the procedures set forth in Calderwood & Harkness LLP Firm Policy No. GC-101 (General Counsel's Office Conflicts Clearance Policy, revised January 2022). The following steps were taken:
4.1 ConflictTrack Database Searches. Searches were conducted in the Firm's firm-wide conflicts management system, ConflictTrack (version 8.4.2), on October 25, 2022. ConflictTrack contains records of all current and former client representations, adverse parties, related entities, and individual contacts for all matters opened at the Firm since the system's implementation in 2003, as well as historical data imported from the Firm's legacy conflicts records dating back to 1997. The database was queried using the following search parameters:
•  All full legal names of the proposed client, proposed adverse party, and all affiliated and related entities and persons listed in Sections 3.1 through 3.3 above;
•  All known short names, trade names, and abbreviations (e.g., "WAL," "Whitmore," "HDDS," "Hargrove-Dalton," "VTK");
•  All employer identification numbers (EINs) for entity searches (EINs 54-2198437 and 13-4087291);
•  All individual names, including reasonable variations and common misspellings, using the ConflictTrack phonetic matching algorithm; and
•  All known addresses associated with the entities and individuals identified.
The search was conducted by the undersigned and independently verified by Sarah Hendricks, Conflicts Analyst in the Firm's General Counsel's Office, to ensure accuracy and completeness.
4.2 Practice Group Client List Review. In addition to the ConflictTrack database searches, a manual review of the Government Contracts & Procurement Disputes practice group's client lists and active-matter rosters was conducted. This review was coordinated with Douglas Carmichael in his capacity as co-chair of the practice group. The purpose of this supplemental review was to identify any informal advisory relationships, pitch activity, or pending engagement discussions involving WAL, HDDS, or any of the entities identified in the search that may not yet have been entered into ConflictTrack. The review confirmed that the practice group has had no prior contact or engagement discussions with either WAL or HDDS.
4.3 Lateral-Hire Portability Review. A lateral-hire portability review was conducted for each member of the proposed engagement team to determine whether any team member carried prior representations involving WAL, HDDS, or their affiliates from any prior law firm affiliation. The review encompassed the lateral-hire conflicts questionnaires on file with the Firm's General Counsel's Office for each team member and, where necessary, direct confirmation from the individuals involved. The results are as follows:
•  Priya Anand — Joined Calderwood & Harkness LLP in 2014 from Zalcourt & Montrose LLP. Lateral-hire conflicts questionnaire on file confirms no prior representations involving WAL, HDDS, or any related entity.
•  Douglas Carmichael — Has been with Calderwood & Harkness LLP since 2001 (joined as an associate directly from law school). No lateral-hire portability issues.
•  Patrick Gallagher — Joined Calderwood & Harkness LLP in 2019 from Whitfield & Crane LLP. Lateral-hire conflicts questionnaire on file confirms no prior representations involving WAL, HDDS, or any related entity.
•  Simone Laroche — Joined Calderwood & Harkness LLP in 2021 as an entry-level associate directly from Georgetown University Law Center. Prior to law school, Ms. Laroche was employed as a systems engineer at Ridgeline Group from 2015 to 2018. Her work at Marlowe Partners LLC involved the F-35 Joint Strike Fighter program and did not involve any work with or relating to WAL, HDDS, or the ATAP. Ms. Laroche has confirmed that she did not receive or have access to any confidential or proprietary information of WAL or HDDS during her pre-legal employment. Her background in aerospace engineering (Bachelor of Science, Virginia Polytechnic Institute and State University, 2015) is pre-legal and does not raise conflict concerns. No imputed conflict or screening obligation arises from her prior employment.
4.4 Search Completion and Documentation. All search results were exported from ConflictTrack and reviewed in their entirety on October 27 and 28, 2022. The search logs and exported results have been preserved in the Firm's General Counsel's Office files under reference number CC-2022-10-1847 and are available for review upon request.
5. RESULTS
5.1 Whitmore Aerospace LLC and Affiliates
Result: No current or prior representation identified.
The ConflictTrack database returned no matches for Whitmore Aerospace LLC, WAL, or EIN 54-2198437. No matters of any kind — open, closed, or prospective — were identified in which Calderwood & Harkness LLP represented or provided legal services to WAL or any entity or individual associated with WAL. Specifically, no matters were found involving Marcus J. Whitmore, Elaine Whitmore, Gregory Poole, or Catherine Soo-Hyun Park in any capacity, whether as clients, adverse parties, witnesses, or other participants.
The manual review of the Government Contracts & Procurement Disputes practice group client lists and active-matter rosters likewise returned no results. There has been no prior pitch activity, engagement discussion, or informal advisory relationship between the Firm and WAL or any of its personnel.
If the Firm accepts this engagement, WAL will be a new client of the Firm. All applicable new-client intake and credit-approval procedures will apply.
5.2 Hargrove-Dalton Defense Systems, Inc. and Affiliates
Result: No current or prior representation identified.
The ConflictTrack database returned no matches for Hargrove-Dalton Defense Systems, Inc., HDDS, Hargrove-Dalton, or EIN 13-4087291. No matters of any kind — open, closed, or prospective — were identified in which Calderwood & Harkness LLP represented or provided legal services to HDDS or any entity or individual associated with HDDS. No matters were found involving Jonathan R. Hargrove, Diana Castellano, William Fong, or Renee Aldrich in any capacity, whether as clients, adverse parties, witnesses, or other participants. Additionally, no representations were identified involving any known subsidiary or division of HDDS, including HDDS Avionics Solutions Division, HDDS International Holdings Ltd., or Hargrove-Dalton Technical Services LLC.
Because Calderwood & Harkness LLP has no current or former client relationship with HDDS or any of its known affiliates, the proposed adverse representation does not implicate Rule 1.7 (Conflict of Interest — Current Clients) or Rule 1.9 (Duties to Former Clients) of the New York Rules of Professional Conduct with respect to HDDS.
5.3 Voss, Trager & Kendall LLP and Personnel
Result: No conflicts identified.
The ConflictTrack database returned no results indicating any current matter in which Calderwood & Harkness LLP and Voss, Trager & Kendall LLP serve as co-counsel or appear as adverse counsel on behalf of the same client. No former engagements were identified in which the Firm and VTK had any collaborative or adverse relationship that would give rise to a conflict of interest or require ethical screening in connection with the proposed engagement.
Searches for Leonard Trager and Megan Forsythe as individuals likewise returned no results. Neither Mr. Trager nor Ms. Forsythe is a former attorney or employee of Calderwood & Harkness LLP, and no prior professional relationship between any member of the proposed engagement team and either of these individuals was identified.
5.4 Third Parties — Ashford & Reeves LLP, Ridgeline National Bank, Meridian Surety & Insurance Group, and Pinnacle Advisory Partners LLC
The following results were obtained for the third-party entities and individuals searched:
Ashford & Reeves LLP (Harold Reeves, Natalie Cheng): No current or prior representation of Ashford & Reeves LLP or any of its attorneys was identified in ConflictTrack. No conflicts exist. It is noted that, because Ashford & Reeves LLP serves as WAL's government contracts regulatory counsel and is separately handling administrative-proceeding matters before the DCMA, Calderwood & Harkness may need to coordinate with Ashford & Reeves on matters that overlap between the civil litigation and the administrative proceedings. No adversity between the Firm and Ashford & Reeves is anticipated, and no conflict arises from this anticipated coordination.
Ridgeline National Bank, N.A. (David Kreutz): No current or prior representation of Ridgeline National Bank, N.A. or David Kreutz was identified in ConflictTrack. WAL's credit facility relationship with Ridgeline (a $75 million revolving credit facility dated March 15, 2021) is noted for informational purposes. Ridgeline is not a party to the proposed litigation, and no adversity between Calderwood & Harkness and Ridgeline is expected in connection with this engagement. Should Ridgeline's interests become relevant to the litigation — for example, in the event that the indemnification dispute implicates covenants or representations in WAL's credit agreement — a supplemental analysis will be conducted at that time.
Meridian Surety & Insurance Group (Rachel Underwood): No current or prior representation of Meridian Surety & Insurance Group or Rachel Underwood was identified in ConflictTrack. This result is particularly relevant because of the potential for an insurance coverage dispute. WAL tendered HDDS's indemnification demand to Meridian on September 22, 2022, under its directors and officers liability policy (Policy No. MSI-DO-2022-07814) and its commercial general liability policy (Policy No. MSI-CGL-2021-33291). As of the date of this memorandum, Meridian has issued a reservation-of-rights letter dated November 1, 2022, in which Meridian reserved its rights to deny coverage based on, among other things, the contractual-liability exclusion and the government-contract exclusion in the applicable policies. While the potential for a coverage dispute between WAL and Meridian is noted, the proposed engagement scope at this time does not include affirmative litigation against Meridian or any other insurer. If the scope of the engagement expands to include coverage litigation, a supplemental conflicts check will be required at that time to confirm continued clearance.
Pinnacle Advisory Partners LLC (Thomas Brennan, CPA): No current or prior representation of Pinnacle Advisory Partners LLC or Thomas Brennan was identified in ConflictTrack. No adversity is anticipated. Pinnacle serves as WAL's outside auditor and tax advisor and may be called upon to provide testimony or documentation regarding WAL's financial records, cost accounting, and the quantification of damages in the litigation. This anticipated role does not give rise to any conflict of interest for the Firm.
5.5 Government Entities
The Defense Contract Management Agency ("DCMA") and the United States Air Force, Air Force Life Cycle Management Center ("AFLCMC") are government agencies of the United States Department of Defense. Consistent with the Firm's standard practice and Firm Policy No. GC-101, government agencies are not treated as clients or adverse parties for conflicts-clearance purposes. These agencies are noted here solely for completeness and to document the full universe of entities and persons connected to the proposed engagement. The Firm's acceptance of this engagement does not create any attorney-client or adversarial relationship with any government agency, and no conflict of interest arises from the government's involvement in the underlying ATAP program or the DCMA's Contracting Officer's Preliminary Determination.
6. ETHICAL RULES AND STANDARDS APPLIED
The conflicts analysis set forth in this memorandum was conducted in accordance with the following ethical rules and Firm policies:
6.1 New York Rules of Professional Conduct, Rule 1.7 (Conflict of Interest — Current Clients). Rule 1.7(a) provides that a lawyer shall not represent a client if a reasonable lawyer would conclude that the representation will involve the lawyer in representing differing interests, or if there is a significant risk that the lawyer's professional judgment on behalf of a client will be adversely affected by the lawyer's own financial, business, property, or other personal interests. Because the conflicts check revealed no current client relationship with HDDS, any HDDS affiliate, or any other party whose interests would be adverse to WAL in this matter, Rule 1.7 is not implicated.
6.2 New York Rules of Professional Conduct, Rule 1.9 (Duties to Former Clients). Rule 1.9(a) provides that a lawyer who has formerly represented a client in a matter shall not thereafter represent another person in the same or a substantially related matter in which that person's interests are materially adverse to the interests of the former client, unless the former client gives informed consent, confirmed in writing. Because the conflicts check revealed no former client relationship with HDDS, any HDDS affiliate, or any other party whose interests would be materially adverse to WAL in a substantially related matter, Rule 1.9 is not implicated.
6.3 Calderwood & Harkness LLP Internal Conflicts-Clearance Policy (Firm Policy No. GC-101, revised January 2022). The Firm's internal conflicts-clearance policy sets forth the procedures and standards for conducting conflicts checks in connection with new-matter openings, including the scope of database searches, the lateral-hire portability review requirements, and the escalation procedures for identified conflicts. The conflicts check documented in this memorandum was conducted in full compliance with Firm Policy No. GC-101.
6.4 Confidential Information. It has been confirmed that no member of the proposed engagement team possesses confidential information from any prior representation — whether at Calderwood & Harkness LLP or at any prior law firm — that would be material to the proposed engagement or that could be used to the disadvantage of any former client in connection with this matter. Each member of the proposed engagement team has confirmed this in writing, and the written confirmations are on file with the Firm's General Counsel's Office.
6.5 Waivers and Consent. Based on the results of the conflicts check, no waivers, consent letters, or ethical screens are required in order for the Firm to accept the proposed engagement.
7. CONCLUSION AND CLEARANCE
Based on the comprehensive conflicts check documented in this memorandum, the following conclusions are reached:
1.  The conflicts check has identified no conflicts of interest — actual or potential — that would preclude Calderwood & Harkness LLP from accepting the representation of Whitmore Aerospace LLC in the proposed declaratory judgment action and related indemnification dispute against Hargrove-Dalton Defense Systems, Inc.
2.  No current or former client relationship with HDDS or any of its known affiliates, subsidiaries, or divisions exists at Calderwood & Harkness LLP. The proposed adverse representation does not implicate Rule 1.7 or Rule 1.9 of the New York Rules of Professional Conduct.
3.  No current or former client relationship with WAL exists at Calderwood & Harkness LLP. This is a new-client engagement, and all applicable new-client intake and credit-approval procedures must be completed prior to the commencement of work.
4.  No imputed conflicts or screening obligations arise from any member of the proposed engagement team, including as a result of prior law firm affiliations or pre-legal employment.
5.  No conflicts were identified with respect to opposing counsel (Voss, Trager & Kendall LLP) or any of the third-party entities and individuals included in the search, including Ashford & Reeves LLP, Ridgeline National Bank, Meridian Surety & Insurance Group, and Pinnacle Advisory Partners LLC.
6.  The potential for a future insurance coverage dispute between WAL and Meridian Surety & Insurance Group has been noted and documented. If the scope of the engagement expands to include affirmative coverage litigation against Meridian or any other insurer, a supplemental conflicts check must be conducted at that time.
Recommendation: The proposed engagement is cleared from a conflicts perspective. The matter may proceed to engagement-letter execution, subject to completion of the Firm's standard new-client intake procedures, credit-approval process, and any other administrative requirements.
8. FOLLOW-UP ACTIONS
The following follow-up actions are required or recommended upon approval of this memorandum:
1.  Distribution and Review. Patrick Gallagher will circulate this memorandum to Priya Anand (Responsible Partner) and Douglas Carmichael (Billing Partner) for review and sign-off. Both partners are requested to review the memorandum, confirm the accuracy of the information set forth herein, and sign off in the space provided below to memorialize their approval.
2.  Engagement Letter. Upon clearance by both partners, Patrick Gallagher will initiate preparation of the engagement letter for Gregory Poole at Whitmore Aerospace LLC, using the Firm's standard litigation engagement letter template. The target date for execution of the engagement letter is November 1, 2022, to allow sufficient time for WAL to commence the declaratory judgment action before any statute-of-limitations or contractual-deadline concerns arise.
3.  Matter Opening. A new matter will be opened in the Firm's matter management system (Greaves Services Inc.) upon execution of the engagement letter. The matter will be assigned to the Litigation department, Government Contracts & Procurement Disputes sub-practice, with Priya Anand as Responsible Partner and Douglas Carmichael as Billing Partner.
4.  Supplemental Conflicts Check — Insurance Coverage Litigation. If the scope of the engagement expands at any time to include affirmative coverage litigation against Meridian Surety & Insurance Group or any other insurer, a supplemental conflicts check must be conducted prior to the Firm's assumption of that expanded scope. Patrick Gallagher and Simone Laroche will monitor developments with respect to Meridian's reservation of rights and will alert the Responsible Partner and Billing Partner promptly if a supplemental check is warranted.
5.  Ongoing Monitoring. In accordance with Firm Policy No. GC-101, the engagement team will conduct periodic conflicts monitoring throughout the life of the matter to identify any new conflicts that may arise as additional parties, witnesses, or related entities are identified during the course of the litigation.
9. SIGN-OFF
Prepared by:
________________________________________
Patrick Gallagher Associate, Litigation Calderwood & Harkness LLP 600 Lexington Avenue, 28th Floor New York, NY 10022
Date: October 28, 2022
Reviewed and Approved by:
________________________________________
Priya Anand Partner, Litigation Calderwood & Harkness LLP 600 Lexington Avenue, 28th Floor New York, NY 10022
Date: ________
Reviewed and Approved by:
________________________________________
Douglas Carmichael Partner, Litigation Calderwood & Harkness LLP 600 Lexington Avenue, 28th Floor New York, NY 10022
Date: ________
This memorandum is a confidential attorney work product prepared for the internal use of Calderwood & Harkness LLP in connection with the evaluation of a proposed client engagement. It is not intended for distribution to any person or entity outside the Firm without the prior written authorization of the General Counsel's Office. The information contained herein is subject to the attorney-client privilege and the work-product doctrine.
Conflicts Check Reference No.: CC-2022-10-1847
Field | Detail
Full Legal Name | Whitmore Aerospace LLC
Short Names / Trade Names | Whitmore, WAL
Entity Type | Virginia limited liability company
EIN | 54-2198437
Headquarters | 4200 Commerce Park Drive, Suite 600, Chantilly, VA 20151
Industry | Aerospace and defense manufacturing — precision-machined turbine components, integrated propulsion sub-assemblies, and structural airframe parts for military and commercial platforms
Year Founded | 2006
Founders | Marcus J. Whitmore and Elaine Whitmore
Annual Revenue (FY 2022) | $287 million
Approximate Number of Employees | 1,400
Field | Detail
Full Legal Name | Hargrove-Dalton Defense Systems, Inc.
Short Names / Trade Names | HDDS, Hargrove-Dalton
Entity Type | Delaware corporation
EIN | 13-4087291
Headquarters | 1100 Garrison Boulevard, Suite 2200, Bethesda, MD 20817
Industry | Prime defense contractor — systems integration, avionics, and airframe manufacturing
Annual Revenue (FY 2022) | Approximately $3.4 billion
Approximate Number of Employees | 12,500
Name | Role | Office
Priya Anand | Responsible Partner, Litigation | New York
Douglas Carmichael | Billing Partner, Litigation | New York
Patrick Gallagher | Lead Associate, Litigation | New York
Simone Laroche | Working Associate, Litigation | Washington, D.C.
Field | Detail
Firm Name | Voss, Trager & Kendall LLP
Address | 900 17th Street NW, Suite 800, Washington, D.C. 20006
Lead Partner | Leonard Trager
Senior Associate | Megan Forsythe

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