1019-00005 · Whitmore Aerospace LLC · Engagement

engagement-letter-wal.docx DOCUMENT Litigation

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CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED

CALDERWOOD & HARKNESS LLP Attorneys at Law

600 Lexington Avenue, 28th Floor New York, NY 10022 Telephone: (212) 458-7600 Facsimile: (212) 458-7601 www.calderwoodharkness.com

November 1, 2022

VIA HAND DELIVERY AND ELECTRONIC MAIL

Gregory Poole, Esq. General Counsel and Vice President, Legal Affairs Whitmore Aerospace LLC 4200 Commerce Park Drive, Suite 600 Chantilly, VA 20151

Re: Engagement of Calderwood & Harkness LLP — Indemnity Dispute with Hargrove-Dalton Defense Systems, Inc. Arising Under Section 11.4 of the Teaming Agreement dated June 12, 2019

Dear Mr. Poole:

1. Introduction and Purpose

Calderwood & Harkness LLP ("the Firm" or "C&H") is pleased to confirm its engagement by Whitmore Aerospace LLC ("WAL" or the "Client") to represent WAL in connection with the indemnity dispute with Hargrove-Dalton Defense Systems, Inc. ("HDDS"). This engagement arises out of HDDS's formal indemnification demand letter dated September 9, 2022, in which HDDS demands payment from WAL of $14,726,583 in indemnification for cost overruns identified by the Defense Contract Management Agency ("DCMA") under Prime Contract No. FA8620-19-C-0337. HDDS's demand purports to invoke the indemnity provisions set forth in Section 11.4 of the Teaming Agreement dated June 12, 2019, by and between WAL and HDDS (the "Teaming Agreement"), which governs the parties' respective rights and obligations in connection with the Advanced Tactical Airframe Program ("ATAP").

As we discussed in our meetings on October 14, 2022, and October 21, 2022, the Firm has conducted a preliminary review of the relevant agreements and correspondence and believes this matter warrants a thorough and vigorous defense of WAL's interests. We are confident that our experience in complex commercial litigation and government-contracts procurement disputes positions the Firm to provide WAL with effective representation in this matter.

The purpose of this letter is to set forth the terms and conditions of the Firm's engagement by WAL, including the scope of our representation, the attorneys who will be principally responsible for the matter, our fee arrangement and billing practices, and the respective responsibilities of the Firm and WAL during the course of the engagement. We ask that you review this letter carefully and contact us with any questions you may have. Your signature below will constitute your acceptance of the terms set forth herein and will authorize the Firm to commence its work on WAL's behalf.

2. Scope of Representation

The Firm will represent WAL in connection with the dispute arising from HDDS's indemnification demand under Section 11.4 of the Teaming Agreement dated June 12, 2019. The scope of this engagement includes, but is not limited to, the following matters:

(a) Pre-Litigation Investigation and Assessment. The Firm will conduct a comprehensive pre-litigation investigation and assessment of WAL's legal position with respect to HDDS's indemnification demand. This will include a detailed analysis of the Teaming Agreement, the DCMA Contracting Officer's Preliminary Determination ("COPD") dated August 1, 2022, all relevant correspondence between WAL and HDDS, and all documents and communications relating to the performance of Work Package 4 (titanium structural assemblies) under Prime Contract No. FA8620-19-C-0337. The Firm will prepare a written assessment memorandum setting forth its preliminary conclusions and strategic recommendations for WAL's review and consideration.

(b) Evaluation of Claims and Defenses. The Firm will evaluate WAL's potential claims and defenses related to the DCMA COPD, which identified $14,726,583 in cost overruns on the Advanced Tactical Airframe Program. This evaluation will encompass, among other things, an analysis of the allocation of responsibility for cost overruns under the Teaming Agreement, the scope and limitations of the indemnification obligations set forth in Section 11.4, the applicability of any contractual exceptions, exclusions, or limitations of liability, and whether HDDS has satisfied all conditions precedent to invoking Section 11.4, including any notice requirements and mitigation obligations.

(c) Preparation and Filing of Declaratory Judgment Action. If, following the pre-litigation investigation, the Firm and WAL determine that affirmative court action is warranted, the Firm will prepare and file a declaratory judgment action in the United States District Court for the Southern District of New York. This forum is designated by the forum-selection clause set forth in Section 18.2 of the Teaming Agreement. The declaratory judgment action would seek a judicial determination of WAL's rights and obligations under Section 11.4, including, as appropriate, a declaration that WAL is not liable for all or any portion of the indemnification demand.

(d) Litigation. To the extent that litigation is commenced, whether by WAL through a declaratory judgment action or by HDDS through the filing of a complaint, the Firm will represent WAL through all phases of the litigation, including the preparation and filing of pleadings, motion practice (including motions to dismiss, motions for summary judgment, and all other pre-trial and post-trial motions), fact and expert discovery (including written discovery, depositions, and document production), trial preparation, trial, and post-trial proceedings, including any appeals as may be separately agreed upon by the Firm and WAL.

(e) Coordination with Government Contracts Regulatory Counsel. The Firm will coordinate with WAL's government contracts regulatory counsel, Ashford & Reeves LLP, regarding the ongoing DCMA administrative review proceedings related to the COPD. While Ashford & Reeves LLP will serve as lead counsel in the administrative proceedings, the Firm will work closely with Ashford & Reeves to ensure that WAL's positions in the administrative and civil litigation arenas are consistent and mutually reinforcing. The Firm will participate in joint strategy sessions and will review relevant filings in the administrative proceedings to ensure alignment of legal theories and factual positions.

(f) Insurance Coverage Analysis and Tender. The Firm will conduct an analysis of WAL's applicable insurance coverage and, as appropriate, will prepare and submit tenders of claims to WAL's insurers, including Meridian Surety & Insurance Group, under Directors & Officers Liability Policy No. MSI-DO-2022-07814 and Commercial General Liability Policy No. MSI-CGL-2021-33291. The Firm will monitor and manage the claims process, respond to insurers' coverage questions, and, if necessary, dispute any denial or reservation of rights by the applicable insurers.

(g) Lender Notification. The Firm will assist WAL in complying with lender notification obligations under WAL's credit facility with Ridgeline National Bank, N.A. Specifically, Section 6.07(b) of the credit agreement requires WAL to provide prompt written notice to the administrative agent of any claims, litigation, or proceedings that could reasonably be expected to result in liability to WAL in excess of $5,000,000. Given that the HDDS indemnification demand exceeds this threshold, the Firm will assist WAL in preparing and delivering the required notice in a manner that protects WAL's legal interests and minimizes the risk of any default or covenant violation under the credit facility.

(h) Settlement and Alternative Dispute Resolution. The Firm will represent WAL in any settlement negotiations and, if the parties agree to pursue alternative dispute resolution, in any mediation or other ADR proceedings. The Firm will not settle or compromise any claim on WAL's behalf without WAL's prior written authorization.

Notwithstanding the foregoing, the scope of this engagement expressly does not include the following matters:

(i) Representation of WAL in the DCMA administrative review or any proceedings under the Contract Disputes Act, 41 U.S.C. § 7101 et seq., which matters are and will continue to be handled by Ashford & Reeves LLP;

(ii) Tax, accounting, or financial-statement matters arising out of or related to the dispute, including the accounting treatment of the indemnification demand, any reserve requirements, or any financial reporting obligations, which matters are handled by Pinnacle Advisory Partners LLC; and

(iii) Regulatory compliance matters, facility security clearance matters, or any other matters not directly related to the civil indemnity dispute with HDDS.

The Firm reserves the right to supplement or adjust the scope of the engagement as circumstances develop during the course of the representation, provided that any material expansion of the scope shall require WAL's prior written consent. In the event that matters arise outside the scope of this engagement for which WAL desires the Firm's assistance, the Firm and WAL will discuss and agree upon the terms of any supplemental engagement in writing.

3. Engagement Team

The following attorneys will be principally responsible for this matter. Each member of the engagement team has been selected for his or her particular expertise and experience relevant to this engagement.

3.1 Priya Anand — Responsible Partner

Priya Anand is a partner in the Litigation (General) practice in the Firm's New York office. Ms. Anand has eighteen years of experience in complex commercial litigation and government-contracts disputes, including extensive experience representing defense contractors and aerospace manufacturers in indemnity, teaming agreement, and subcontract disputes. Ms. Anand will serve as the Responsible Partner for this engagement, with overall supervisory responsibility for the conduct of the representation. She will serve as the primary client contact for WAL and will be responsible for ensuring that WAL is kept informed of all material developments in the matter on a timely basis.

3.2 Douglas Carmichael — Billing Partner

Douglas Carmichael is a partner in the Litigation (General) practice in the Firm's New York office. Mr. Carmichael has twenty-two years of experience and serves as co-chair of the Firm's Government Contracts & Procurement Disputes practice group. He has represented prime contractors, subcontractors, and teaming partners in a wide range of disputes arising under federal government contracts, including disputes involving cost-reimbursement contracts, claims under the False Claims Act, and indemnification and contribution actions. Mr. Carmichael will serve as the Billing Partner for this engagement, responsible for billing matters, budgeting, and strategic oversight. He will work closely with Ms. Anand on the formulation and execution of litigation strategy.

3.3 Patrick Gallagher — Lead Associate

Patrick Gallagher is an associate in the Litigation (General) practice in the Firm's New York office. Mr. Gallagher has six years of experience in commercial litigation and has worked on several government-contracts disputes during his tenure at the Firm. Mr. Gallagher will serve as the Lead Associate for this engagement, responsible for day-to-day case management, legal research, drafting of pleadings and briefs, preparation of discovery requests and responses, and coordination of the document review process.

3.4 Simone Laroche — Working Associate

Simone Laroche is an associate in the Litigation (General) practice in the Firm's Washington, D.C. office, located at 1900 K Street NW, Suite 1100, Washington, D.C. 20006. Ms. Laroche has three years of experience in litigation and brings to this engagement a valuable technical background, having earned a Bachelor of Science degree in Aerospace Engineering from Virginia Polytechnic Institute and State University (Virginia Tech) prior to attending law school. Ms. Laroche will provide support on the technical and regulatory aspects of the dispute, including analysis of the engineering and manufacturing issues underlying the DCMA cost-overrun determination, and will serve as the primary point of coordination with Ashford & Reeves LLP on the DCMA administrative proceedings.

3.5 Additional Personnel

The Firm may, from time to time, assign other attorneys, paralegals, litigation support professionals, and administrative staff to this matter as the needs of the engagement require. In particular, the Firm anticipates that one or more paralegals will be assigned to assist with document management, discovery, and trial preparation. The Firm will notify WAL of any material changes to the engagement team, including the assignment or departure of any partner or senior associate with significant responsibility for the matter.

4. Fees and Billing Rates

4.1 Fee Arrangement

The Firm will bill for its services on an hourly basis. The current hourly rates for the attorneys principally assigned to this matter are as follows:

Hourly rates for other attorneys, paralegals, or litigation support professionals who may be assigned to this matter will be provided to WAL upon their assignment and will reflect the Firm's standard rates for the relevant timekeeper's experience level. As a general reference, the Firm's current standard hourly rates range from $375 per hour for junior paralegals to $1,350 per hour for the most senior partners.

The Firm's hourly rates are subject to periodic adjustment, typically on an annual basis effective January 1 of each calendar year. The Firm will provide WAL with at least thirty (30) days' advance written notice of any changes to the applicable hourly rates. Any rate adjustments will apply prospectively to services performed after the effective date of the change and will not be applied retroactively to services already rendered.

4.2 Billing Cycle

The Firm will render monthly invoices describing in reasonable detail the services performed and expenses incurred during the preceding calendar month. Each invoice will identify the timekeeper, the date of service, a description of the work performed, the time expended, and the applicable rate. Invoices will be addressed and delivered to the attention of Gregory Poole, Esq., General Counsel and Vice President, Legal Affairs, at the address set forth above, unless WAL designates an alternative billing contact in writing.

Invoices are due and payable within thirty (30) days of receipt. The Firm accepts payment by check, wire transfer, or ACH transfer. Wire transfer instructions will be provided upon request.

The Firm reserves the right to charge interest at the rate of one percent (1%) per month (12% per annum) on any unpaid balance that remains outstanding for more than sixty (60) days following the date of the applicable invoice. The Firm also reserves the right, after providing reasonable notice to WAL, to suspend work on this matter if any invoice remains unpaid for more than ninety (90) days, subject to the Firm's ethical obligations and any applicable court rules.

4.3 Estimated Litigation Budget

Based on our preliminary assessment of this matter, including our review of the Teaming Agreement, the HDDS indemnification demand, the DCMA COPD, and our discussions with WAL personnel, the Firm estimates total fees and expenses through trial (assuming the matter proceeds to trial) to be in the range of $1,800,000 to $2,400,000. This estimate is broken down approximately as follows:

• Pre-Litigation Investigation and Assessment: $125,000 – $175,000

• Pleadings and Early Motion Practice: $200,000 – $275,000

• Fact discovery: $500,000 – $700,000

• Expert discovery: $250,000 – $350,000

• Dispositive Motions: $200,000 – $275,000

• Trial Preparation and Trial: $400,000 – $500,000

• Expenses and Disbursements: $125,000 – $125,000

This estimate is provided for budgetary planning purposes only and does not constitute a cap, guarantee, fixed fee, or binding commitment by the Firm. Actual fees and expenses may be higher or lower than the estimated range depending on a number of factors, including, without limitation, the complexity and duration of the litigation, the outcome and duration of the parallel DCMA administrative review, the scope and nature of discovery (including the volume of documents and the number of depositions), the extent and nature of motion practice, whether the matter proceeds to trial or is resolved through settlement or alternative dispute resolution, and the conduct and litigation strategy adopted by HDDS.

The Firm will provide periodic budget updates to WAL, not less frequently than quarterly, and will consult with WAL before incurring fees that would materially exceed the foregoing estimate. A detailed phase-by-phase breakdown of the estimated budget, with assumptions and contingencies, will be provided separately following the formal opening of the matter file.

5. Expenses and Disbursements

In addition to fees for professional services, WAL will be responsible for the reimbursement of reasonable out-of-pocket expenses and disbursements incurred by the Firm in connection with this representation. The Firm will endeavor to manage expenses prudently and will seek WAL's prior approval before incurring any single expense or category of expense that is expected to exceed $10,000 (other than routine expenses described below). Categories of reimbursable expenses include, but are not limited to, the following:

• Court filing fees and service-of-process costs;

• Travel expenses incurred in connection with the representation, including transportation (air, rail, and ground), lodging, and meals, reimbursed at cost and in accordance with the Firm's standard travel policies;

• Expert witness and consultant fees and expenses, subject to WAL's prior written approval of the engagement of any expert or consultant;

• Document reproduction, printing, and copying costs;

• Electronic discovery hosting, processing, and database costs, including fees charged by third-party e-discovery vendors;

• Overnight delivery, courier, and postage charges;

• Computerized legal research charges, including charges for Westmark Data Systems, Sundial Solutions, PACER, and similar services;

• Deposition transcript and videography costs;

• Charges for long-distance telephone calls and teleconference services;

• Court reporter fees and hearing transcript costs; and

• Mediation or arbitration fees and administrative charges, if applicable.

All expenses will be itemized on the Firm's monthly invoices and will be accompanied by supporting documentation upon request. The Firm does not charge any administrative surcharge or markup on out-of-pocket expenses; all expenses are passed through to the Client at cost.

6. Matter Description

For internal administrative and billing purposes, this matter will be designated as follows:

Matter Name: Whitmore Aerospace LLC — Indemnity Dispute / Declaratory Judgment Action re Hargrove-Dalton Defense Systems, Inc.

Matter Number: To be assigned upon formal opening of the matter file in the Firm's matter management system. The assigned matter number will be communicated to WAL promptly following the execution of this letter and will be referenced on all invoices and correspondence.

Governing Law: New York law, as designated by Section 18.1 of the Teaming Agreement.

Forum: United States District Court for the Southern District of New York, as designated by the forum-selection clause set forth in Section 18.2 of the Teaming Agreement.

Amount in Controversy: $14,726,583, being the amount of HDDS's indemnification demand. WAL's maximum theoretical exposure under the aggregate liability cap set forth in Section 11.5 of the Teaming Agreement is $88,992,000, representing 200% of the total contract value of Work Package 4.

WAL should use the matter name and matter number set forth above in all correspondence and communications directed to the Firm concerning this matter to ensure prompt and accurate routing of all materials.

7. Client Responsibilities

The success of this representation depends in significant part on WAL's active cooperation with the Firm. WAL agrees to cooperate fully with the Firm in connection with this engagement, including, without limitation, the following:

(a) Document Production. WAL will timely produce and make available to the Firm all documents, information, and communications relevant to the dispute, including, without limitation, the Teaming Agreement and all amendments and supplements thereto, all correspondence between WAL and HDDS (including the September 9, 2022 indemnification demand letter and all prior and subsequent communications), the DCMA Contracting Officer's Preliminary Determination dated August 1, 2022, all records related to Prime Contract No. FA8620-19-C-0337 and Work Package 4 (titanium structural assemblies), including cost reports, earned value management data, engineering change orders, subcontractor records, inspection and quality assurance records, and any internal analyses or assessments prepared by WAL or its advisors.

(b) Litigation Hold. WAL will promptly implement a litigation hold to preserve all documents and electronically stored information ("ESI") that may be relevant to this dispute. The Firm will issue a separate litigation hold notice and instructions within five (5) business days of the execution of this engagement letter. WAL will ensure that the litigation hold is communicated to all relevant custodians and that all automatic deletion or document destruction policies are suspended with respect to potentially relevant materials.

(c) Availability of Personnel. WAL will make its officers, directors, employees, and agents available for interviews, meetings, preparation sessions, depositions, and testimony as reasonably required in connection with this engagement. Key individuals whose participation is anticipated include, but may not be limited to: Marcus J. Whitmore, Chief Executive Officer; Elaine Whitmore, Chief Financial Officer; Catherine Soo-Hyun Park, Vice President, Government Contracts & Compliance; and such other individuals as the Firm may identify as having knowledge relevant to the dispute.

(d) Responsive Communication. WAL will review and respond to communications from the Firm in a prompt and timely manner. Decisions regarding litigation strategy, settlement, and other matters requiring WAL's input and authorization should be made promptly so as not to delay the progress of the engagement or the defense of WAL's interests.

(e) Timely Payment. WAL will make timely payment of all invoices in accordance with the terms set forth in Section 4.2 of this letter.

8. Confidentiality and Privilege

All communications between the Firm and WAL in connection with this engagement are intended to be protected by the attorney-client privilege and/or the work-product doctrine to the fullest extent permitted by applicable law. The Firm will take all reasonable steps to preserve the privileged and confidential nature of such communications.

The Firm will maintain the confidentiality of all information provided by WAL in connection with this matter, in accordance with the Firm's obligations under the New York Rules of Professional Conduct, and will not disclose such information to any third party without WAL's informed consent, except as may be required by law, court order, or the rules of professional conduct applicable to the Firm's attorneys.

WAL acknowledges that, in the course of this engagement, it may be necessary or advisable for the Firm to share certain privileged or confidential communications and work product with Ashford & Reeves LLP, WAL's government contracts regulatory counsel, in order to coordinate strategy across the civil litigation and administrative proceedings. Any such sharing of information will be conducted pursuant to a common-interest or joint-defense agreement, the terms of which will be separately documented in a written common-interest agreement to be negotiated and executed by the Firm, Ashford & Reeves LLP, and WAL. Until such time as a written common-interest agreement is in place, the Firm will not share privileged or work-product materials with Ashford & Reeves LLP without WAL's express prior authorization.

WAL should be aware that the inadvertent disclosure of privileged communications to third parties, or the failure to take reasonable steps to maintain the confidentiality of such communications, may result in a waiver of the attorney-client privilege. WAL should therefore exercise care in handling and transmitting all communications with the Firm and should not forward or share such communications with any person outside of WAL's legal department without first consulting the Firm.

9. Conflicts of Interest

Prior to agreeing to undertake this engagement, the Firm conducted a thorough conflicts check in accordance with its standard conflicts-clearance procedures and the requirements of the New York Rules of Professional Conduct. Based on that review, which is documented in the Firm's internal conflict check memorandum dated October 28, 2022, the Firm has determined that it has no current or former representation of Hargrove-Dalton Defense Systems, Inc., or any of its parents, subsidiaries, or affiliates, that would preclude the Firm from undertaking this engagement or that would create a current or potential conflict of interest with respect to WAL.

The Firm will continue to monitor for potential conflicts throughout the duration of this engagement. In the event that any actual or potential conflict of interest arises during the course of the representation, the Firm will promptly notify WAL, disclose the nature of the conflict, and discuss with WAL the available options, which may include obtaining WAL's informed written consent to the continued representation, implementing appropriate screening or information-barrier measures, or, if necessary, withdrawing from the engagement.

WAL confirms that, to its knowledge, there are no facts or circumstances that would give rise to a conflict of interest with respect to the Firm's representation of WAL in this matter. WAL agrees to promptly notify the Firm if it becomes aware of any such facts or circumstances during the course of the engagement.

10. Termination of Engagement

Either the Firm or WAL may terminate this engagement at any time upon written notice to the other party. In the event of termination by WAL, the Firm will take all steps reasonably necessary to protect WAL's interests pending the transition of the matter to successor counsel, including compliance with any applicable court rules regarding withdrawal of counsel. In the event of termination by the Firm, the Firm will provide WAL with reasonable advance notice and will comply with all applicable ethical obligations, including the obligation not to withdraw from representation at a time or in a manner that would prejudice WAL's interests.

Upon termination of the engagement, regardless of the reason for termination, WAL will remain responsible for the payment of all fees and expenses incurred through the date of termination, including any work performed in connection with the transition of the matter to successor counsel. The Firm will render a final invoice within thirty (30) days following the effective date of termination.

The Firm will cooperate fully in the orderly transition of the matter to successor counsel, including the prompt transfer of all client files, documents, and work product to WAL or its designated successor counsel, subject to the Firm's retention of copies of such materials as may be necessary to comply with applicable professional responsibility rules, the Firm's document-retention policies, and any applicable legal or regulatory requirements.

11. Document Retention

Upon the conclusion of this engagement, whether by resolution of the matter, termination, or otherwise, the Firm will retain the Client's files and work product related to this matter for a period consistent with the Firm's document-retention policies, which currently provide for retention of closed-matter files for a period of seven (7) years from the date on which the matter is formally closed in the Firm's records.

At the conclusion of the seven-year retention period, the Firm may destroy or dispose of the files, including all paper and electronic copies thereof, without further notice to WAL, unless WAL has previously requested in writing the return of such files. WAL may request the return of its files at any time during or after the engagement, and the Firm will comply with such request within a reasonable time, subject to the Firm's right to retain copies of documents as described above. Any costs associated with the retrieval, copying, and delivery of files requested by WAL after the conclusion of the engagement will be borne by WAL.

12. Limitation of Liability

To the fullest extent permitted by applicable law, the Firm's aggregate liability to WAL arising out of or in connection with this engagement, whether based on contract, tort (including negligence), breach of fiduciary duty, or any other legal or equitable theory, shall not exceed the total amount of fees actually paid by WAL to the Firm under this engagement letter. This limitation of liability shall not apply in cases of the Firm's willful misconduct or gross negligence. This provision is intended to allocate the risks of this engagement between the Firm and WAL, and the Firm's fees reflect this allocation. WAL acknowledges that it has had the opportunity to consult with independent counsel regarding this provision and agrees that this limitation is fair and reasonable under the circumstances.

13. Governing Law of Engagement

This engagement letter and the terms and conditions of the Firm's engagement by WAL shall be governed by and construed in accordance with the laws of the State of New York, without regard to its principles of conflicts of laws. Any dispute between the Firm and WAL arising out of or relating to this engagement letter or the Firm's representation of WAL shall be submitted to the exclusive jurisdiction of the state or federal courts located in the County of New York, State of New York, and each party hereby consents to the personal jurisdiction of such courts.

14. Entire Agreement

This letter, together with the Firm's standard Terms and Conditions of Engagement (a copy of which is enclosed herewith and which are incorporated by reference into this letter), constitutes the entire agreement between the Firm and WAL with respect to the engagement described herein. This letter supersedes all prior and contemporaneous discussions, negotiations, understandings, representations, and agreements, whether oral or written, between the parties relating to the subject matter hereof.

No amendment, modification, supplement, or waiver of any provision of this letter shall be effective unless set forth in a writing signed by both the Firm and WAL. No failure or delay by either party in exercising any right, power, or remedy under this letter shall operate as a waiver thereof, and no single or partial exercise of any such right, power, or remedy shall preclude any further exercise thereof or the exercise of any other right, power, or remedy.

If any provision of this letter is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid, illegal, or unenforceable provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the parties' original intent.

15. Acceptance and Execution

If the terms of this engagement letter are acceptable to WAL, please indicate your acceptance by signing and dating this letter in the space provided below and returning a fully executed copy to the undersigned. A scanned copy transmitted by electronic mail shall be deemed an original for all purposes. We request that you return the executed letter at your earliest convenience so that the Firm may formally open the matter and commence work.

We very much look forward to working with you and the entire Whitmore Aerospace team on this important matter. Should you have any questions concerning the terms of this letter or any other aspect of the engagement, please do not hesitate to contact Priya Anand at (212) 458-7618 or panand@calderwoodharkness.com, or Douglas Carmichael at (212) 458-7622 or dcarmichael@calderwoodharkness.com.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Priya Anand

Title: Partner

Date: November 1, 2022

By: ________

Name: Douglas Carmichael

Title: Partner

Date: November 1, 2022

ACCEPTED AND AGREED

WHITMORE AEROSPACE LLC

By: ________

Name: Gregory Poole, Esq.

Title: General Counsel and Vice President, Legal Affairs

Date: ________

Enclosures:

1. Calderwood & Harkness LLP — Standard Terms and Conditions of Engagement (incorporated by reference herein)

2. Preliminary Phase-by-Phase Budget Breakdown (to follow under separate cover)

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED This engagement letter and all attachments hereto contain information that is privileged, confidential, and exempt from disclosure under applicable law. If you are not the intended recipient, you are hereby notified that any dissemination, distribution, or copying of this communication is strictly prohibited. If you have received this communication in error, please notify the sender immediately and destroy all copies.

Timekeeper	Role	Hourly Rate
Priya Anand	Responsible Partner	$1,150.00/hr
Douglas Carmichael	Billing Partner	$1,150.00/hr
Patrick Gallagher	Lead Associate	$725.00/hr
Simone Laroche	Working Associate	$575.00/hr

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED
CALDERWOOD & HARKNESS LLP Attorneys at Law
600 Lexington Avenue, 28th Floor New York, NY 10022 Telephone: (212) 458-7600 Facsimile: (212) 458-7601 www.calderwoodharkness.com
November 1, 2022
VIA HAND DELIVERY AND ELECTRONIC MAIL
Gregory Poole, Esq. General Counsel and Vice President, Legal Affairs Whitmore Aerospace LLC 4200 Commerce Park Drive, Suite 600 Chantilly, VA 20151
Re: Engagement of Calderwood & Harkness LLP — Indemnity Dispute with Hargrove-Dalton Defense Systems, Inc. Arising Under Section 11.4 of the Teaming Agreement dated June 12, 2019
Dear Mr. Poole:
1. Introduction and Purpose
Calderwood & Harkness LLP ("the Firm" or "C&H") is pleased to confirm its engagement by Whitmore Aerospace LLC ("WAL" or the "Client") to represent WAL in connection with the indemnity dispute with Hargrove-Dalton Defense Systems, Inc. ("HDDS"). This engagement arises out of HDDS's formal indemnification demand letter dated September 9, 2022, in which HDDS demands payment from WAL of $14,726,583 in indemnification for cost overruns identified by the Defense Contract Management Agency ("DCMA") under Prime Contract No. FA8620-19-C-0337. HDDS's demand purports to invoke the indemnity provisions set forth in Section 11.4 of the Teaming Agreement dated June 12, 2019, by and between WAL and HDDS (the "Teaming Agreement"), which governs the parties' respective rights and obligations in connection with the Advanced Tactical Airframe Program ("ATAP").
As we discussed in our meetings on October 14, 2022, and October 21, 2022, the Firm has conducted a preliminary review of the relevant agreements and correspondence and believes this matter warrants a thorough and vigorous defense of WAL's interests. We are confident that our experience in complex commercial litigation and government-contracts procurement disputes positions the Firm to provide WAL with effective representation in this matter.
The purpose of this letter is to set forth the terms and conditions of the Firm's engagement by WAL, including the scope of our representation, the attorneys who will be principally responsible for the matter, our fee arrangement and billing practices, and the respective responsibilities of the Firm and WAL during the course of the engagement. We ask that you review this letter carefully and contact us with any questions you may have. Your signature below will constitute your acceptance of the terms set forth herein and will authorize the Firm to commence its work on WAL's behalf.
2. Scope of Representation
The Firm will represent WAL in connection with the dispute arising from HDDS's indemnification demand under Section 11.4 of the Teaming Agreement dated June 12, 2019. The scope of this engagement includes, but is not limited to, the following matters:
(a) Pre-Litigation Investigation and Assessment. The Firm will conduct a comprehensive pre-litigation investigation and assessment of WAL's legal position with respect to HDDS's indemnification demand. This will include a detailed analysis of the Teaming Agreement, the DCMA Contracting Officer's Preliminary Determination ("COPD") dated August 1, 2022, all relevant correspondence between WAL and HDDS, and all documents and communications relating to the performance of Work Package 4 (titanium structural assemblies) under Prime Contract No. FA8620-19-C-0337. The Firm will prepare a written assessment memorandum setting forth its preliminary conclusions and strategic recommendations for WAL's review and consideration.
(b) Evaluation of Claims and Defenses. The Firm will evaluate WAL's potential claims and defenses related to the DCMA COPD, which identified $14,726,583 in cost overruns on the Advanced Tactical Airframe Program. This evaluation will encompass, among other things, an analysis of the allocation of responsibility for cost overruns under the Teaming Agreement, the scope and limitations of the indemnification obligations set forth in Section 11.4, the applicability of any contractual exceptions, exclusions, or limitations of liability, and whether HDDS has satisfied all conditions precedent to invoking Section 11.4, including any notice requirements and mitigation obligations.
(c) Preparation and Filing of Declaratory Judgment Action. If, following the pre-litigation investigation, the Firm and WAL determine that affirmative court action is warranted, the Firm will prepare and file a declaratory judgment action in the United States District Court for the Southern District of New York. This forum is designated by the forum-selection clause set forth in Section 18.2 of the Teaming Agreement. The declaratory judgment action would seek a judicial determination of WAL's rights and obligations under Section 11.4, including, as appropriate, a declaration that WAL is not liable for all or any portion of the indemnification demand.
(d) Litigation. To the extent that litigation is commenced, whether by WAL through a declaratory judgment action or by HDDS through the filing of a complaint, the Firm will represent WAL through all phases of the litigation, including the preparation and filing of pleadings, motion practice (including motions to dismiss, motions for summary judgment, and all other pre-trial and post-trial motions), fact and expert discovery (including written discovery, depositions, and document production), trial preparation, trial, and post-trial proceedings, including any appeals as may be separately agreed upon by the Firm and WAL.
(e) Coordination with Government Contracts Regulatory Counsel. The Firm will coordinate with WAL's government contracts regulatory counsel, Ashford & Reeves LLP, regarding the ongoing DCMA administrative review proceedings related to the COPD. While Ashford & Reeves LLP will serve as lead counsel in the administrative proceedings, the Firm will work closely with Ashford & Reeves to ensure that WAL's positions in the administrative and civil litigation arenas are consistent and mutually reinforcing. The Firm will participate in joint strategy sessions and will review relevant filings in the administrative proceedings to ensure alignment of legal theories and factual positions.
(f) Insurance Coverage Analysis and Tender. The Firm will conduct an analysis of WAL's applicable insurance coverage and, as appropriate, will prepare and submit tenders of claims to WAL's insurers, including Meridian Surety & Insurance Group, under Directors & Officers Liability Policy No. MSI-DO-2022-07814 and Commercial General Liability Policy No. MSI-CGL-2021-33291. The Firm will monitor and manage the claims process, respond to insurers' coverage questions, and, if necessary, dispute any denial or reservation of rights by the applicable insurers.
(g) Lender Notification. The Firm will assist WAL in complying with lender notification obligations under WAL's credit facility with Ridgeline National Bank, N.A. Specifically, Section 6.07(b) of the credit agreement requires WAL to provide prompt written notice to the administrative agent of any claims, litigation, or proceedings that could reasonably be expected to result in liability to WAL in excess of $5,000,000. Given that the HDDS indemnification demand exceeds this threshold, the Firm will assist WAL in preparing and delivering the required notice in a manner that protects WAL's legal interests and minimizes the risk of any default or covenant violation under the credit facility.
(h) Settlement and Alternative Dispute Resolution. The Firm will represent WAL in any settlement negotiations and, if the parties agree to pursue alternative dispute resolution, in any mediation or other ADR proceedings. The Firm will not settle or compromise any claim on WAL's behalf without WAL's prior written authorization.
Notwithstanding the foregoing, the scope of this engagement expressly does not include the following matters:
(i) Representation of WAL in the DCMA administrative review or any proceedings under the Contract Disputes Act, 41 U.S.C. § 7101 et seq., which matters are and will continue to be handled by Ashford & Reeves LLP;
(ii) Tax, accounting, or financial-statement matters arising out of or related to the dispute, including the accounting treatment of the indemnification demand, any reserve requirements, or any financial reporting obligations, which matters are handled by Pinnacle Advisory Partners LLC; and
(iii) Regulatory compliance matters, facility security clearance matters, or any other matters not directly related to the civil indemnity dispute with HDDS.
The Firm reserves the right to supplement or adjust the scope of the engagement as circumstances develop during the course of the representation, provided that any material expansion of the scope shall require WAL's prior written consent. In the event that matters arise outside the scope of this engagement for which WAL desires the Firm's assistance, the Firm and WAL will discuss and agree upon the terms of any supplemental engagement in writing.
3. Engagement Team
The following attorneys will be principally responsible for this matter. Each member of the engagement team has been selected for his or her particular expertise and experience relevant to this engagement.
3.1 Priya Anand — Responsible Partner
Priya Anand is a partner in the Litigation (General) practice in the Firm's New York office. Ms. Anand has eighteen years of experience in complex commercial litigation and government-contracts disputes, including extensive experience representing defense contractors and aerospace manufacturers in indemnity, teaming agreement, and subcontract disputes. Ms. Anand will serve as the Responsible Partner for this engagement, with overall supervisory responsibility for the conduct of the representation. She will serve as the primary client contact for WAL and will be responsible for ensuring that WAL is kept informed of all material developments in the matter on a timely basis.
3.2 Douglas Carmichael — Billing Partner
Douglas Carmichael is a partner in the Litigation (General) practice in the Firm's New York office. Mr. Carmichael has twenty-two years of experience and serves as co-chair of the Firm's Government Contracts & Procurement Disputes practice group. He has represented prime contractors, subcontractors, and teaming partners in a wide range of disputes arising under federal government contracts, including disputes involving cost-reimbursement contracts, claims under the False Claims Act, and indemnification and contribution actions. Mr. Carmichael will serve as the Billing Partner for this engagement, responsible for billing matters, budgeting, and strategic oversight. He will work closely with Ms. Anand on the formulation and execution of litigation strategy.
3.3 Patrick Gallagher — Lead Associate
Patrick Gallagher is an associate in the Litigation (General) practice in the Firm's New York office. Mr. Gallagher has six years of experience in commercial litigation and has worked on several government-contracts disputes during his tenure at the Firm. Mr. Gallagher will serve as the Lead Associate for this engagement, responsible for day-to-day case management, legal research, drafting of pleadings and briefs, preparation of discovery requests and responses, and coordination of the document review process.
3.4 Simone Laroche — Working Associate
Simone Laroche is an associate in the Litigation (General) practice in the Firm's Washington, D.C. office, located at 1900 K Street NW, Suite 1100, Washington, D.C. 20006. Ms. Laroche has three years of experience in litigation and brings to this engagement a valuable technical background, having earned a Bachelor of Science degree in Aerospace Engineering from Virginia Polytechnic Institute and State University (Virginia Tech) prior to attending law school. Ms. Laroche will provide support on the technical and regulatory aspects of the dispute, including analysis of the engineering and manufacturing issues underlying the DCMA cost-overrun determination, and will serve as the primary point of coordination with Ashford & Reeves LLP on the DCMA administrative proceedings.
3.5 Additional Personnel
The Firm may, from time to time, assign other attorneys, paralegals, litigation support professionals, and administrative staff to this matter as the needs of the engagement require. In particular, the Firm anticipates that one or more paralegals will be assigned to assist with document management, discovery, and trial preparation. The Firm will notify WAL of any material changes to the engagement team, including the assignment or departure of any partner or senior associate with significant responsibility for the matter.
4. Fees and Billing Rates
4.1 Fee Arrangement
The Firm will bill for its services on an hourly basis. The current hourly rates for the attorneys principally assigned to this matter are as follows:
Hourly rates for other attorneys, paralegals, or litigation support professionals who may be assigned to this matter will be provided to WAL upon their assignment and will reflect the Firm's standard rates for the relevant timekeeper's experience level. As a general reference, the Firm's current standard hourly rates range from $375 per hour for junior paralegals to $1,350 per hour for the most senior partners.
The Firm's hourly rates are subject to periodic adjustment, typically on an annual basis effective January 1 of each calendar year. The Firm will provide WAL with at least thirty (30) days' advance written notice of any changes to the applicable hourly rates. Any rate adjustments will apply prospectively to services performed after the effective date of the change and will not be applied retroactively to services already rendered.
4.2 Billing Cycle
The Firm will render monthly invoices describing in reasonable detail the services performed and expenses incurred during the preceding calendar month. Each invoice will identify the timekeeper, the date of service, a description of the work performed, the time expended, and the applicable rate. Invoices will be addressed and delivered to the attention of Gregory Poole, Esq., General Counsel and Vice President, Legal Affairs, at the address set forth above, unless WAL designates an alternative billing contact in writing.
Invoices are due and payable within thirty (30) days of receipt. The Firm accepts payment by check, wire transfer, or ACH transfer. Wire transfer instructions will be provided upon request.
The Firm reserves the right to charge interest at the rate of one percent (1%) per month (12% per annum) on any unpaid balance that remains outstanding for more than sixty (60) days following the date of the applicable invoice. The Firm also reserves the right, after providing reasonable notice to WAL, to suspend work on this matter if any invoice remains unpaid for more than ninety (90) days, subject to the Firm's ethical obligations and any applicable court rules.
4.3 Estimated Litigation Budget
Based on our preliminary assessment of this matter, including our review of the Teaming Agreement, the HDDS indemnification demand, the DCMA COPD, and our discussions with WAL personnel, the Firm estimates total fees and expenses through trial (assuming the matter proceeds to trial) to be in the range of $1,800,000 to $2,400,000. This estimate is broken down approximately as follows:
•  Pre-Litigation Investigation and Assessment: $125,000 – $175,000
•  Pleadings and Early Motion Practice: $200,000 – $275,000
•  Fact discovery: $500,000 – $700,000
•  Expert discovery: $250,000 – $350,000
•  Dispositive Motions: $200,000 – $275,000
•  Trial Preparation and Trial: $400,000 – $500,000
•  Expenses and Disbursements: $125,000 – $125,000
This estimate is provided for budgetary planning purposes only and does not constitute a cap, guarantee, fixed fee, or binding commitment by the Firm. Actual fees and expenses may be higher or lower than the estimated range depending on a number of factors, including, without limitation, the complexity and duration of the litigation, the outcome and duration of the parallel DCMA administrative review, the scope and nature of discovery (including the volume of documents and the number of depositions), the extent and nature of motion practice, whether the matter proceeds to trial or is resolved through settlement or alternative dispute resolution, and the conduct and litigation strategy adopted by HDDS.
The Firm will provide periodic budget updates to WAL, not less frequently than quarterly, and will consult with WAL before incurring fees that would materially exceed the foregoing estimate. A detailed phase-by-phase breakdown of the estimated budget, with assumptions and contingencies, will be provided separately following the formal opening of the matter file.
5. Expenses and Disbursements
In addition to fees for professional services, WAL will be responsible for the reimbursement of reasonable out-of-pocket expenses and disbursements incurred by the Firm in connection with this representation. The Firm will endeavor to manage expenses prudently and will seek WAL's prior approval before incurring any single expense or category of expense that is expected to exceed $10,000 (other than routine expenses described below). Categories of reimbursable expenses include, but are not limited to, the following:
•  Court filing fees and service-of-process costs;
•  Travel expenses incurred in connection with the representation, including transportation (air, rail, and ground), lodging, and meals, reimbursed at cost and in accordance with the Firm's standard travel policies;
•  Expert witness and consultant fees and expenses, subject to WAL's prior written approval of the engagement of any expert or consultant;
•  Document reproduction, printing, and copying costs;
•  Electronic discovery hosting, processing, and database costs, including fees charged by third-party e-discovery vendors;
•  Overnight delivery, courier, and postage charges;
•  Computerized legal research charges, including charges for Westmark Data Systems, Sundial Solutions, PACER, and similar services;
•  Deposition transcript and videography costs;
•  Charges for long-distance telephone calls and teleconference services;
•  Court reporter fees and hearing transcript costs; and
•  Mediation or arbitration fees and administrative charges, if applicable.
All expenses will be itemized on the Firm's monthly invoices and will be accompanied by supporting documentation upon request. The Firm does not charge any administrative surcharge or markup on out-of-pocket expenses; all expenses are passed through to the Client at cost.
6. Matter Description
For internal administrative and billing purposes, this matter will be designated as follows:
Matter Name: Whitmore Aerospace LLC — Indemnity Dispute / Declaratory Judgment Action re Hargrove-Dalton Defense Systems, Inc.
Matter Number: To be assigned upon formal opening of the matter file in the Firm's matter management system. The assigned matter number will be communicated to WAL promptly following the execution of this letter and will be referenced on all invoices and correspondence.
Governing Law: New York law, as designated by Section 18.1 of the Teaming Agreement.
Forum: United States District Court for the Southern District of New York, as designated by the forum-selection clause set forth in Section 18.2 of the Teaming Agreement.
Amount in Controversy: $14,726,583, being the amount of HDDS's indemnification demand. WAL's maximum theoretical exposure under the aggregate liability cap set forth in Section 11.5 of the Teaming Agreement is $88,992,000, representing 200% of the total contract value of Work Package 4.
WAL should use the matter name and matter number set forth above in all correspondence and communications directed to the Firm concerning this matter to ensure prompt and accurate routing of all materials.
7. Client Responsibilities
The success of this representation depends in significant part on WAL's active cooperation with the Firm. WAL agrees to cooperate fully with the Firm in connection with this engagement, including, without limitation, the following:
(a) Document Production. WAL will timely produce and make available to the Firm all documents, information, and communications relevant to the dispute, including, without limitation, the Teaming Agreement and all amendments and supplements thereto, all correspondence between WAL and HDDS (including the September 9, 2022 indemnification demand letter and all prior and subsequent communications), the DCMA Contracting Officer's Preliminary Determination dated August 1, 2022, all records related to Prime Contract No. FA8620-19-C-0337 and Work Package 4 (titanium structural assemblies), including cost reports, earned value management data, engineering change orders, subcontractor records, inspection and quality assurance records, and any internal analyses or assessments prepared by WAL or its advisors.
(b) Litigation Hold. WAL will promptly implement a litigation hold to preserve all documents and electronically stored information ("ESI") that may be relevant to this dispute. The Firm will issue a separate litigation hold notice and instructions within five (5) business days of the execution of this engagement letter. WAL will ensure that the litigation hold is communicated to all relevant custodians and that all automatic deletion or document destruction policies are suspended with respect to potentially relevant materials.
(c) Availability of Personnel. WAL will make its officers, directors, employees, and agents available for interviews, meetings, preparation sessions, depositions, and testimony as reasonably required in connection with this engagement. Key individuals whose participation is anticipated include, but may not be limited to: Marcus J. Whitmore, Chief Executive Officer; Elaine Whitmore, Chief Financial Officer; Catherine Soo-Hyun Park, Vice President, Government Contracts & Compliance; and such other individuals as the Firm may identify as having knowledge relevant to the dispute.
(d) Responsive Communication. WAL will review and respond to communications from the Firm in a prompt and timely manner. Decisions regarding litigation strategy, settlement, and other matters requiring WAL's input and authorization should be made promptly so as not to delay the progress of the engagement or the defense of WAL's interests.
(e) Timely Payment. WAL will make timely payment of all invoices in accordance with the terms set forth in Section 4.2 of this letter.
8. Confidentiality and Privilege
All communications between the Firm and WAL in connection with this engagement are intended to be protected by the attorney-client privilege and/or the work-product doctrine to the fullest extent permitted by applicable law. The Firm will take all reasonable steps to preserve the privileged and confidential nature of such communications.
The Firm will maintain the confidentiality of all information provided by WAL in connection with this matter, in accordance with the Firm's obligations under the New York Rules of Professional Conduct, and will not disclose such information to any third party without WAL's informed consent, except as may be required by law, court order, or the rules of professional conduct applicable to the Firm's attorneys.
WAL acknowledges that, in the course of this engagement, it may be necessary or advisable for the Firm to share certain privileged or confidential communications and work product with Ashford & Reeves LLP, WAL's government contracts regulatory counsel, in order to coordinate strategy across the civil litigation and administrative proceedings. Any such sharing of information will be conducted pursuant to a common-interest or joint-defense agreement, the terms of which will be separately documented in a written common-interest agreement to be negotiated and executed by the Firm, Ashford & Reeves LLP, and WAL. Until such time as a written common-interest agreement is in place, the Firm will not share privileged or work-product materials with Ashford & Reeves LLP without WAL's express prior authorization.
WAL should be aware that the inadvertent disclosure of privileged communications to third parties, or the failure to take reasonable steps to maintain the confidentiality of such communications, may result in a waiver of the attorney-client privilege. WAL should therefore exercise care in handling and transmitting all communications with the Firm and should not forward or share such communications with any person outside of WAL's legal department without first consulting the Firm.
9. Conflicts of Interest
Prior to agreeing to undertake this engagement, the Firm conducted a thorough conflicts check in accordance with its standard conflicts-clearance procedures and the requirements of the New York Rules of Professional Conduct. Based on that review, which is documented in the Firm's internal conflict check memorandum dated October 28, 2022, the Firm has determined that it has no current or former representation of Hargrove-Dalton Defense Systems, Inc., or any of its parents, subsidiaries, or affiliates, that would preclude the Firm from undertaking this engagement or that would create a current or potential conflict of interest with respect to WAL.
The Firm will continue to monitor for potential conflicts throughout the duration of this engagement. In the event that any actual or potential conflict of interest arises during the course of the representation, the Firm will promptly notify WAL, disclose the nature of the conflict, and discuss with WAL the available options, which may include obtaining WAL's informed written consent to the continued representation, implementing appropriate screening or information-barrier measures, or, if necessary, withdrawing from the engagement.
WAL confirms that, to its knowledge, there are no facts or circumstances that would give rise to a conflict of interest with respect to the Firm's representation of WAL in this matter. WAL agrees to promptly notify the Firm if it becomes aware of any such facts or circumstances during the course of the engagement.
10. Termination of Engagement
Either the Firm or WAL may terminate this engagement at any time upon written notice to the other party. In the event of termination by WAL, the Firm will take all steps reasonably necessary to protect WAL's interests pending the transition of the matter to successor counsel, including compliance with any applicable court rules regarding withdrawal of counsel. In the event of termination by the Firm, the Firm will provide WAL with reasonable advance notice and will comply with all applicable ethical obligations, including the obligation not to withdraw from representation at a time or in a manner that would prejudice WAL's interests.
Upon termination of the engagement, regardless of the reason for termination, WAL will remain responsible for the payment of all fees and expenses incurred through the date of termination, including any work performed in connection with the transition of the matter to successor counsel. The Firm will render a final invoice within thirty (30) days following the effective date of termination.
The Firm will cooperate fully in the orderly transition of the matter to successor counsel, including the prompt transfer of all client files, documents, and work product to WAL or its designated successor counsel, subject to the Firm's retention of copies of such materials as may be necessary to comply with applicable professional responsibility rules, the Firm's document-retention policies, and any applicable legal or regulatory requirements.
11. Document Retention
Upon the conclusion of this engagement, whether by resolution of the matter, termination, or otherwise, the Firm will retain the Client's files and work product related to this matter for a period consistent with the Firm's document-retention policies, which currently provide for retention of closed-matter files for a period of seven (7) years from the date on which the matter is formally closed in the Firm's records.
At the conclusion of the seven-year retention period, the Firm may destroy or dispose of the files, including all paper and electronic copies thereof, without further notice to WAL, unless WAL has previously requested in writing the return of such files. WAL may request the return of its files at any time during or after the engagement, and the Firm will comply with such request within a reasonable time, subject to the Firm's right to retain copies of documents as described above. Any costs associated with the retrieval, copying, and delivery of files requested by WAL after the conclusion of the engagement will be borne by WAL.
12. Limitation of Liability
To the fullest extent permitted by applicable law, the Firm's aggregate liability to WAL arising out of or in connection with this engagement, whether based on contract, tort (including negligence), breach of fiduciary duty, or any other legal or equitable theory, shall not exceed the total amount of fees actually paid by WAL to the Firm under this engagement letter. This limitation of liability shall not apply in cases of the Firm's willful misconduct or gross negligence. This provision is intended to allocate the risks of this engagement between the Firm and WAL, and the Firm's fees reflect this allocation. WAL acknowledges that it has had the opportunity to consult with independent counsel regarding this provision and agrees that this limitation is fair and reasonable under the circumstances.
13. Governing Law of Engagement
This engagement letter and the terms and conditions of the Firm's engagement by WAL shall be governed by and construed in accordance with the laws of the State of New York, without regard to its principles of conflicts of laws. Any dispute between the Firm and WAL arising out of or relating to this engagement letter or the Firm's representation of WAL shall be submitted to the exclusive jurisdiction of the state or federal courts located in the County of New York, State of New York, and each party hereby consents to the personal jurisdiction of such courts.
14. Entire Agreement
This letter, together with the Firm's standard Terms and Conditions of Engagement (a copy of which is enclosed herewith and which are incorporated by reference into this letter), constitutes the entire agreement between the Firm and WAL with respect to the engagement described herein. This letter supersedes all prior and contemporaneous discussions, negotiations, understandings, representations, and agreements, whether oral or written, between the parties relating to the subject matter hereof.
No amendment, modification, supplement, or waiver of any provision of this letter shall be effective unless set forth in a writing signed by both the Firm and WAL. No failure or delay by either party in exercising any right, power, or remedy under this letter shall operate as a waiver thereof, and no single or partial exercise of any such right, power, or remedy shall preclude any further exercise thereof or the exercise of any other right, power, or remedy.
If any provision of this letter is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid, illegal, or unenforceable provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the parties' original intent.
15. Acceptance and Execution
If the terms of this engagement letter are acceptable to WAL, please indicate your acceptance by signing and dating this letter in the space provided below and returning a fully executed copy to the undersigned. A scanned copy transmitted by electronic mail shall be deemed an original for all purposes. We request that you return the executed letter at your earliest convenience so that the Firm may formally open the matter and commence work.
We very much look forward to working with you and the entire Whitmore Aerospace team on this important matter. Should you have any questions concerning the terms of this letter or any other aspect of the engagement, please do not hesitate to contact Priya Anand at (212) 458-7618 or panand@calderwoodharkness.com, or Douglas Carmichael at (212) 458-7622 or dcarmichael@calderwoodharkness.com.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Priya Anand
Title: Partner
Date: November 1, 2022
By: ________
Name: Douglas Carmichael
Title: Partner
Date: November 1, 2022
ACCEPTED AND AGREED
WHITMORE AEROSPACE LLC
By: ________
Name: Gregory Poole, Esq.
Title: General Counsel and Vice President, Legal Affairs
Date: ________
Enclosures:
1.  Calderwood & Harkness LLP — Standard Terms and Conditions of Engagement (incorporated by reference herein)
2.  Preliminary Phase-by-Phase Budget Breakdown (to follow under separate cover)
CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED This engagement letter and all attachments hereto contain information that is privileged, confidential, and exempt from disclosure under applicable law. If you are not the intended recipient, you are hereby notified that any dissemination, distribution, or copying of this communication is strictly prohibited. If you have received this communication in error, please notify the sender immediately and destroy all copies.
Timekeeper | Role | Hourly Rate
Priya Anand | Responsible Partner | $1,150.00/hr
Douglas Carmichael | Billing Partner | $1,150.00/hr
Patrick Gallagher | Lead Associate | $725.00/hr
Simone Laroche | Working Associate | $575.00/hr

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED

VIA HAND DELIVERY AND ELECTRONIC MAIL

CALDERWOOD & HARKNESS LLP

ACCEPTED AND AGREED

WHITMORE AEROSPACE LLC

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