1026-00005 · Briarwood Family Office LLC · Engagement

engagement-letter-briarwood-trust.docx DOCUMENT M&A / Corporate

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CALDERWOOD & HARKNESS LLP Attorneys at Law 1 Chase Manhattan Plaza, 42nd Floor New York, NY 10005

Telephone: (212) 558-4000 Facsimile: (212) 558-4001 www.calderwoodharkness.com

January 15, 2024

Briarwood Family Office LLC 780 Park Avenue, Suite 22A New York, NY 10021

Attention: Margot S. Briarwood, Managing Director

Re: Engagement of Calderwood & Harkness LLP — Administration of the Eldon M. Briarwood Irrevocable Family Trust (EIN 13-7284915); Trustee Succession and In-Kind Real-Estate Distributions

Matter No.: 1026-00005

Dear Ms. Briarwood:

1. Purpose and Acceptance of Engagement

Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm that it has been retained by Briarwood Family Office LLC ("BFO" or the "Client") to serve as legal counsel in connection with the administration of the Eldon M. Briarwood Irrevocable Family Trust (the "Trust"). We appreciate the confidence that BFO has placed in this Firm, and we look forward to working with you and your team to bring these matters to a successful and efficient conclusion.

The Trust was established pursuant to the Eldon M. Briarwood Irrevocable Family Trust Agreement dated June 12, 1998 (the "Trust Agreement"), as amended by the First Amendment thereto dated March 3, 2008, and the Second Amendment thereto dated December 31, 2015 (as so amended, the "Trust Instrument"). The Trust is an irrevocable inter vivos trust with its situs in New York County, New York, and is governed by the laws of the State of New York, including the New York Estates, Powers and Trusts Law ("EPTL") and applicable common law. The Trust's federal employer identification number is 13-7284915.

This engagement letter (this "Letter") sets forth the terms and conditions of C&H's engagement, effective as of the date hereof. We ask that you review this Letter carefully and, if the terms are acceptable, indicate your acceptance by countersigning a copy of this Letter in the space provided below and returning it to our offices. The terms described herein will govern the Firm's relationship with BFO throughout the duration of this engagement, unless modified in a subsequent writing signed by both parties.

2. Scope of Engagement

The Firm's engagement encompasses the following matters, each of which is described in greater detail in the subsections below.

2.1 Trustee Succession

C&H will advise BFO and the Trust in connection with the orderly succession of the individual trustee following the certified permanent incapacity of Eldon M. Briarwood (the "Grantor"), who served as the original individual trustee of the Trust. The incapacity of the Grantor was certified on December 3, 2023, by Dr. Annette Volkov, M.D., Mr. Briarwood's attending physician in Larchmont, New York, in accordance with the standard and procedure set forth in Article VII, Section 7.2 of the Trust Instrument. A copy of the physician's certification is on file with BFO and has been furnished to C&H for review.

Pursuant to the succession mechanism set forth in Article VII, Section 7.3 of the Trust Instrument, the Firm will prepare and document the appointment and acceptance of Margot S. Briarwood as successor individual trustee of the Trust. This work will include the preparation of all instruments of appointment, acceptance, and acknowledgment necessary to effectuate the succession in accordance with the Trust Instrument and applicable New York law.

In connection with the trustee succession, C&H will coordinate with Caldwell Fiduciary Services Inc. ("Caldwell"), the institutional co-trustee of the Trust, to obtain Caldwell's formal acknowledgment of the trustee succession and to confirm the continuation of Caldwell's custodial, record-keeping, and tax-reporting functions with respect to the Trust. Caldwell's principal office is located at 401 Lexington Avenue, 14th Floor, New York, NY 10174. The Trust is maintained by Caldwell under Trust Account No. CFT-00298174, and the designated trust officer for the account is Howard R. Phelan, Senior Vice President. The Firm will work directly with Mr. Phelan and such other Caldwell personnel as may be appropriate to ensure a seamless transition of fiduciary authority.

C&H will prepare a Certificate of Successor Trustee Appointment suitable for recording in the county clerk's office and for distribution to financial institutions, title companies, transfer agents, and other third parties that may require evidence of the change in trusteeship.

Additionally, the Firm will prepare and cause to be delivered such beneficiary notices as are required under the Trust Instrument and applicable provisions of New York law, including any notices required under EPTL § 7-A-8 or other relevant statutory provisions, to ensure that all beneficiaries of the Trust are duly informed of the succession and have an opportunity to receive copies of relevant documents as required.

2.2 In-Kind Real-Estate Distributions

C&H will advise BFO and the Trust on the structuring and implementation of discretionary in-kind distributions of three real-estate parcels currently held by the Trust to designated beneficiaries, pursuant to the authority granted to the trustees under Article X, Section 10.4 of the Trust Instrument. Section 10.4 authorizes the trustees, in their discretion, to make distributions of Trust assets in kind and to allocate specific assets to particular beneficiaries, provided that such allocations are made at fair market value and in a manner consistent with the beneficiaries' respective beneficial interests in the Trust.

The three real-estate parcels subject to the proposed distributions are as follows:

(a) 14 Waverly Place, Unit 4W, New York, NY 10003 — A cooperative apartment of approximately 2,400 square feet located in Manhattan, New York County, New York. The Trust's interest in this property is held through ownership of shares in Waverly Place Owners Corp. allocated to Unit 4W, together with the proprietary lease appurtenant thereto. The transfer of this property will require compliance with the cooperative corporation's transfer and approval procedures, including board approval of the transferee-beneficiary.

(b) 602 Halsey Street, Brooklyn, NY 11233 — A four-unit residential brownstone of approximately 4,800 square feet located in Kings County, New York, designated as Block 1684, Lot 42 on the Tax Map of Kings County. The Trust holds fee title to this property. The transfer will be subject to New York City real-property transfer tax ("NYC RPTT") filing requirements and applicable state transfer-tax obligations.

(c) 27 Fenimore Road, Larchmont, NY 10538 — A single-family residence of approximately 5,200 square feet situated on approximately 0.82 acres in the Village of Larchmont, Town of Mamaroneck, Westchester County, New York, designated as Section 9, Block 32, Lot 14 on the applicable tax map. The Trust holds fee title to this property. The transfer will be subject to New York State transfer-tax filing requirements.

The Trust's three primary beneficiaries, and their respective beneficial interests in the Trust as set forth in the Trust Instrument, are:

(i) Margot S. Briarwood — holding a forty-five percent (45%) beneficial interest;

(ii) Tobias E. Briarwood — holding a thirty-five percent (35%) beneficial interest; and

(iii) Nadia Briarwood-Chen — holding a twenty percent (20%) beneficial interest.

In connection with the in-kind distributions, C&H will undertake the following tasks:

(a) Drafting and negotiating a Consent and Distribution Agreement (the "Distribution Agreement") among the successor individual trustee, Caldwell as institutional co-trustee, and all three beneficiaries, setting forth the terms of the in-kind distributions, the allocation of specific parcels to specific beneficiaries, and the mechanism for cash equalization payments;

(b) Coordinating independent fair-market-value appraisals of each of the three real-estate parcels, which the Firm understands will be performed by Pinnacle Valuation Group LLC or such other qualified independent appraiser as BFO may designate;

(c) Structuring cash equalization payments from the Trust's liquid assets, as necessary, to balance the aggregate value of distributions among the beneficiaries in proportion to their respective beneficial interests, taking into account the appraised fair market values of the individual parcels and the beneficial-interest percentages described above;

(d) Preparing or reviewing deeds, stock and lease assignments (in the case of the cooperative apartment at 14 Waverly Place), and all related transfer documents necessary to convey legal title to the distributed parcels from the Trust to the respective beneficiaries;

(e) Coordinating title searches, title insurance commitments, and the issuance of owner's title-insurance policies through Trident National Title Corp. or such other title company as BFO may designate, to confirm clear and marketable title and to provide title insurance coverage to the beneficiaries receiving the distributed parcels; and

(f) Addressing all real-property transfer tax filings arising from the distributions, including the filing of the NYC RPTT return applicable to the transfer of the 602 Halsey Street property (to the extent that the transfer is not exempt from the NYC RPTT under applicable provisions of the Administrative Code of the City of New York), and the New York State transfer-tax return applicable to the transfer of the 27 Fenimore Road property (to the extent that the transfer is not exempt from the NYS transfer tax under applicable provisions of the New York Tax Law).

2.3 Tax Advisory

C&H will provide federal and New York state and city tax advice in connection with the proposed in-kind distributions, including, without limitation, analysis of the carryover-basis rules applicable to in-kind distributions from trusts under Internal Revenue Code ("IRC") Section 643(e), the treatment of any election by the trustee under IRC § 643(e)(3) to recognize gain on distributed property, the computation and allocation of distributable net income ("DNI") among the beneficiaries, and the identification and quantification of any transfer-tax obligations arising from the distributions.

The Firm will coordinate closely with Halford & Kline CPAs ("Halford & Kline"), the Trust's independent accountant, regarding the preparation of the final fiduciary income-tax return (IRS Form 1041 and applicable New York State and New York City fiduciary income-tax returns) for the short tax year ending upon termination of the Trust. The engagement partner at Halford & Kline for the Trust is Lorraine M. Casella, CPA, whose office is located at 125 Broad Street, 8th Floor, New York, NY 10004. C&H's tax advice will be furnished in consultation with Sylvia Hartwell, a partner in the Firm's Tax Department, who will serve as the specialist partner for tax advisory matters in connection with this engagement.

2.4 Trust Termination

Following the completion of all in-kind real-estate distributions and cash equalization payments, C&H will assist BFO in effectuating the formal termination of the Trust. This work will include:

(a) Preparing and obtaining executed receipt, release, and refunding agreements (the "Release Agreements") from each of the three beneficiaries, in which each beneficiary will acknowledge receipt of his or her distribution, release the trustees from liability in connection with the administration of the Trust, and agree to refund to the Trust or its successor any amounts required to satisfy any outstanding liabilities or obligations of the Trust that may arise after the date of distribution;

(b) Preparing the final trust accounting, setting forth a complete statement of receipts, disbursements, gains, losses, and distributions from the inception of the current accounting period through the date of termination, for review and approval by the successor individual trustee, Caldwell, and each beneficiary; and

(c) Effecting the formal termination of the Trust upon completion of all distributions, execution of all Release Agreements, and final settlement of the trust accounting, including the filing of any required notices of trust termination with Caldwell and applicable governmental authorities.

2.5 Scope Limitations

C&H's engagement is limited exclusively to the matters described in Sections 2.1 through 2.4 above. Without limiting the generality of the foregoing, the Client acknowledges and agrees that:

(a) C&H is not engaged to provide tax-return preparation services. The preparation and filing of all tax returns, including IRS Form 1041 and applicable state and local fiduciary income-tax returns, will be handled by Halford & Kline CPAs. C&H's role with respect to tax matters is limited to the provision of legal tax advice as described in Section 2.3 above.

(b) C&H is not engaged to provide investment advice or asset-management services with respect to the Trust's assets, whether real property, securities, or otherwise.

(c) C&H does not represent any individual beneficiary of the Trust — including Margot S. Briarwood, Tobias E. Briarwood, or Nadia Briarwood-Chen — in his or her personal capacity. The Firm's sole client in this engagement is BFO, in its capacity as the administrative coordinator for the Trust.

(d) C&H does not represent Caldwell Fiduciary Services Inc. in any capacity. Caldwell may elect to retain its own legal counsel with respect to its obligations as institutional co-trustee, and C&H assumes no responsibility for advising Caldwell regarding its fiduciary duties, liabilities, or rights.

(e) If any beneficiary of the Trust retains independent counsel in connection with any matter arising from or related to this engagement, C&H will cooperate with such counsel as may be appropriate and as may be directed by BFO, but C&H owes no duty of representation, loyalty, or confidentiality to any such beneficiary or beneficiary's counsel.

Should BFO wish to expand the scope of this engagement to include additional matters, or should circumstances arise that require legal services outside the scope described herein, the parties will negotiate a supplemental engagement letter or amendment to this Letter addressing the expanded scope, staffing, and fee arrangement.

3. Engagement Team

The following attorneys have been assigned to this engagement and will be primarily responsible for the performance of the services described in Section 2:

Patricia Dunmore, Partner — Ms. Dunmore will serve as the Responsible Partner for this engagement, with overall supervisory responsibility for the quality, timeliness, and strategic direction of the Firm's legal services. Ms. Dunmore is a member of the Firm's Trusts & Estates Department and has extensive experience in the administration of complex irrevocable trusts, trustee succession proceedings, and fiduciary litigation.

George Trujillo, Partner — Mr. Trujillo will serve as the Billing Partner for this engagement, with responsibility for billing, fee arrangements, and client-account management. All inquiries regarding invoices, payment schedules, and fee-related matters should be directed to Mr. Trujillo.

Grace Nakamura, Associate — Ms. Nakamura will serve as the Lead Associate for this engagement, with day-to-day management responsibility for the matter. Ms. Nakamura will be the primary point of contact for BFO on routine matters and will be responsible for document drafting, coordination with third-party service providers (including Caldwell, Halford & Kline, Pinnacle Valuation Group, and Trident National Title Corp.), and the preparation and management of closing checklists and timelines.

Rafael Dominguez, Associate — Mr. Dominguez will serve as a Working Associate on this engagement, assisting Ms. Nakamura with real-estate transfer documentation, including the preparation of deeds, stock and lease assignments, transfer-tax returns, and closing checklists, as well as the preparation of distribution schedules and equalization-payment calculations.

Sylvia Hartwell, Partner (Tax Department) — Ms. Hartwell will serve as the Specialist Partner for tax advisory services in connection with the in-kind distributions and Trust termination. Ms. Hartwell will provide substantive tax analysis regarding the federal and state income-tax and transfer-tax consequences of the proposed transactions and will coordinate with Halford & Kline CPAs on tax-return-related issues.

The Firm reserves the right to assign additional attorneys, paralegals, or other paraprofessionals to this engagement as may be necessary or appropriate to staff the engagement efficiently and to meet applicable deadlines. The Client will be notified in advance of any material changes to the composition of the engagement team, including the replacement of the Responsible Partner, Billing Partner, or Lead Associate.

4. Fee Arrangement

C&H will perform the services described in Section 2 of this Letter for a flat engagement fee of One Hundred Eighty-Five Thousand Dollars ($185,000) (the "Flat Fee").

The Flat Fee covers all attorney time, internal administrative costs, and routine expenses incurred by the Firm in connection with the performance of the engagement, including document production, internal copying and printing, standard electronic communications, legal research, and routine travel within the New York metropolitan area (defined, for purposes of this Letter, as the five boroughs of New York City and the counties of Nassau, Suffolk, Westchester, Rockland, Putnam, Dutchess, Orange, and Fairfield (Connecticut)).

The Flat Fee does not include the following categories of costs and disbursements, which will be borne by the Trust corpus and are not the responsibility of C&H:

(a) Third-party costs and disbursements, including but not limited to appraisal fees charged by Pinnacle Valuation Group LLC or any other independent appraiser, title-search fees and title-insurance premiums charged by Trident National Title Corp. or any other title company, recording fees and filing fees charged by county clerks' offices or other governmental agencies, real-property transfer taxes (including NYC RPTT and NYS transfer tax), and accounting fees charged by Halford & Kline CPAs or any other accountant retained in connection with the Trust;

(b) Any fees, costs, or expenses arising from contested proceedings, litigation, mediation, arbitration, or disputes among the beneficiaries, the trustees, or any third party that are outside the scope of the engagement described in Section 2 of this Letter. If such proceedings or disputes arise and BFO elects to retain C&H to provide representation or advice in connection therewith, the parties will negotiate a separate engagement letter or amendment to this Letter addressing the scope, staffing, and fee arrangement for such additional services; and

(c) Any extraordinary out-of-pocket expenses, including travel outside the New York metropolitan area, overnight courier charges, and other non-routine disbursements, which will be billed to the Client at cost and will be itemized on any applicable invoice.

Payment Terms. The Flat Fee shall be payable in two equal installments, as follows:

(i) The first installment of Ninety-Two Thousand Five Hundred Dollars ($92,500) shall be due and payable upon execution of this engagement letter by the Client; and

(ii) The second installment of Ninety-Two Thousand Five Hundred Dollars ($92,500) shall be due and payable upon completion of the in-kind real-estate distributions and delivery of the final trust accounting to BFO and the beneficiaries.

All invoices will be directed to BFO at the address set forth in the heading of this Letter, to the attention of Margot S. Briarwood, Managing Director, or to such other address or individual as BFO may designate in writing from time to time. Payment is due within thirty (30) days of the date of each invoice, unless otherwise agreed in writing.

5. Conflicts of Interest

C&H has conducted a conflicts check in accordance with the New York Rules of Professional Conduct (22 NYCRR Part 1200) and the Firm's internal conflict-clearance procedures and confirms that, as of the date hereof, it has identified no conflicts of interest that would preclude its representation of BFO in connection with this matter.

The Client acknowledges that C&H represents BFO, and BFO alone, in this engagement. C&H does not represent any individual family member, beneficiary, or trustee of the Trust in his or her personal capacity, nor does C&H represent Caldwell Fiduciary Services Inc. or any other entity or individual involved in the administration of the Trust. The interests of BFO and the interests of any individual beneficiary or trustee may, in certain circumstances, diverge, and the Client understands that C&H's duty of loyalty and confidentiality runs exclusively to BFO.

The Client further acknowledges that Margot S. Briarwood occupies a dual role in connection with the Trust and this engagement: she serves as the Managing Director of BFO (and is thus an authorized representative of the Client and the primary point of contact for this engagement) and, simultaneously, she is a beneficiary of the Trust holding a forty-five percent (45%) beneficial interest and the designated successor individual trustee of the Trust. The Client has carefully considered this dual role and confirms that, in BFO's judgment, it does not create a conflict of interest that would impair C&H's ability to provide objective, independent legal advice to BFO in connection with this engagement. C&H has similarly evaluated this circumstance and has concluded, based on the information available to it as of the date hereof, that Ms. Briarwood's dual role does not give rise to a conflict that would preclude the representation under the applicable Rules of Professional Conduct, provided that BFO's instructions to the Firm are given by Ms. Briarwood in her capacity as Managing Director of BFO and are understood by all parties to reflect the interests of BFO as an entity.

If a material conflict of interest arises during the course of the engagement, including, without limitation, any dispute among the beneficiaries that cannot be resolved consensually, any disagreement between the successor individual trustee and the institutional co-trustee, or any circumstance in which the interests of BFO and the personal interests of Ms. Briarwood or any other individual beneficiary materially diverge, C&H will promptly notify BFO of the conflict. In such event, the parties may need to consider one or more of the following courses of action: (a) obtaining informed written consent from affected parties to continued representation, to the extent permissible under the Rules of Professional Conduct; (b) retaining separate counsel for one or more beneficiaries or for Ms. Briarwood in her individual capacity; (c) modifying the scope of the engagement to avoid or mitigate the conflict; or (d) withdrawal by C&H from the engagement in whole or in part.

6. Confidentiality and Privilege

All communications between C&H and the Client made in connection with this engagement, including written and oral communications, memoranda, analyses, opinions, and work product, are intended to be protected by the attorney-client privilege, the work-product doctrine, and any other applicable evidentiary privilege or protection. The Client should take reasonable steps to preserve the confidentiality of such communications and to limit their distribution to individuals within BFO who have a need to know.

C&H will not disclose confidential information relating to this engagement to any third party without the Client's prior written consent, except as may be required by applicable law, court order, subpoena, or ethical obligation under the New York Rules of Professional Conduct. The Firm's obligations of confidentiality shall survive the termination of this engagement.

Notwithstanding the foregoing, the Client hereby authorizes C&H to share information regarding the Trust, the Trust Instrument, the proposed trustee succession, the in-kind distributions, and related transactional matters with the following third parties, to the extent that such disclosure is necessary or appropriate to effectuate the transactions contemplated by this engagement:

(a) Caldwell Fiduciary Services Inc. (as institutional co-trustee of the Trust), including Howard R. Phelan, Senior Vice President, and such other Caldwell personnel as may be assigned to the Trust account;

(b) Pinnacle Valuation Group LLC (as the independent appraiser engaged to provide fair-market-value appraisals of the real-estate parcels held by the Trust);

(c) Halford & Kline CPAs (as the Trust's independent accountant), including Lorraine M. Casella, CPA, engagement partner; and

(d) Trident National Title Corp. (as the title insurance underwriter and title agent for the real-estate distributions).

The Client may supplement or modify this authorization at any time by written notice to C&H. The foregoing authorization is limited to disclosures that are reasonably necessary to advance the purposes of this engagement and does not constitute a general waiver of the attorney-client privilege or work-product protection.

7. Client Responsibilities

To enable C&H to perform its obligations under this engagement effectively and efficiently, BFO agrees to the following:

(a) BFO will provide C&H with timely access to all relevant Trust documents, including the original Trust Instrument (and all amendments thereto), prior trust accountings, financial statements, asset schedules, beneficiary designations, trustee correspondence, and such other records and materials as C&H may reasonably request in connection with the performance of the engagement.

(b) BFO will provide C&H with timely access to all information and documentation relating to the three real-estate parcels, including deeds, surveys, title reports, appraisals, leases, cooperative proprietary leases and stock certificates, property-tax records, mortgage documents (if any), insurance policies, and any other materials relevant to the proposed in-kind distributions.

(c) BFO will coordinate the cooperation of Caldwell Fiduciary Services Inc., Halford & Kline CPAs, Pinnacle Valuation Group LLC, Trident National Title Corp., Waverly Place Owners Corp. (with respect to the cooperative apartment), and any other service providers, governmental agencies, or third parties whose cooperation or consent may be required in connection with this engagement.

(d) BFO will promptly inform C&H of any material developments relating to the Trust, the beneficiaries, or the real-estate parcels, including, without limitation, any disputes, claims, liens, encumbrances, pending litigation, governmental investigations, environmental conditions, tax audits, or other matters that may affect the engagement or the transactions contemplated hereby.

(e) BFO will designate one or more individuals authorized to give instructions to C&H on behalf of BFO and to approve significant strategic decisions in connection with the engagement. Unless and until BFO notifies C&H otherwise in writing, C&H will treat Margot S. Briarwood, Managing Director, as the sole authorized representative of BFO for purposes of this engagement.

Failure by BFO to fulfill its obligations under this Section 7 in a timely manner may delay the completion of the engagement and could affect C&H's ability to meet projected timelines and deadlines.

8. Governing Law

This engagement letter and the relationship between C&H and the Client, including any dispute, claim, or controversy arising out of or relating to this Letter or the Firm's representation of BFO hereunder, shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts-of-law principles. Nothing in this Letter shall be construed to limit or modify the applicability of the New York Rules of Professional Conduct or any other ethical rules or standards governing the practice of law in the State of New York.

9. Termination of Engagement

Either party may terminate this engagement upon written notice to the other party, subject at all times to C&H's obligations under the New York Rules of Professional Conduct regarding withdrawal from representation, including the obligation to take reasonable steps to avoid foreseeable prejudice to the Client's interests, to give the Client reasonable notice, and to return papers and property to which the Client is entitled.

Upon termination of this engagement for any reason, C&H will be entitled to compensation for services rendered and reimbursement for disbursements incurred through the effective date of termination. In the event of termination initiated by the Client prior to the completion of all services described in Section 2, the Flat Fee will be prorated based on the proportion of services completed as of the date of termination, as reasonably determined by C&H in consultation with BFO. Any amounts previously paid by BFO in excess of the prorated fee will be refunded to BFO within thirty (30) days of the effective date of termination, and any amounts owed by BFO in excess of amounts previously paid will be due and payable within thirty (30) days of C&H's submission of a final invoice.

C&H's engagement will terminate automatically upon the Firm's closure of this matter following the completion of all services described in Section 2 of this Letter. The anticipated matter-closing date is upon the final termination of the Trust and the completion of all related administrative tasks, including the delivery of the final trust accounting and the execution of all Release Agreements. Upon closure of the matter, C&H will send BFO a closing letter confirming the termination of the engagement.

10. Document Retention

C&H will maintain the engagement file in accordance with the Firm's document-retention policies, as may be amended from time to time. Upon completion of the engagement, any original documents provided by the Client — including original Trust instruments, deeds, stock certificates, proprietary leases, and other original records — will be returned to BFO promptly upon request or upon the Firm's closure of the matter, whichever occurs first.

Following the return of original documents, C&H will retain copies of the engagement file (including correspondence, memoranda, drafts, and work product) for a period of seven (7) years from the date of matter closure, unless the Client requests the earlier return or destruction of the file in writing. After the expiration of the seven-year retention period, C&H may destroy the file without further notice to the Client, in accordance with the Firm's standard file-destruction procedures and applicable law.

The Client is encouraged to maintain its own complete copies of all documents relating to this engagement and to the administration of the Trust.

11. Acceptance and Counterparts

If the foregoing terms are acceptable to BFO, please indicate your acceptance by countersigning this Letter in the space provided below and returning a signed copy to our offices at your earliest convenience. A scanned copy transmitted by electronic mail to patricia.dunmore@calderwoodharkness.com will be deemed effective for purposes of acceptance, provided that an original signed copy is delivered to the Firm within ten (10) business days thereafter.

This Letter may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Facsimile and electronically transmitted signatures shall be deemed to have the same force and effect as original signatures for all purposes.

We are genuinely pleased to have the opportunity to work with you and the Briarwood family on this important matter. Should you have any questions regarding this Letter or any aspect of the engagement, please do not hesitate to contact me directly at (212) 558-4127 or patricia.dunmore@calderwoodharkness.com, or Grace Nakamura at (212) 558-4344 or grace.nakamura@calderwoodharkness.com.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Patricia Dunmore

Title: Partner

1 Chase Manhattan Plaza, 42nd Floor New York, NY 10005

ACCEPTANCE AND AGREEMENT

The undersigned, duly authorized to act on behalf of Briarwood Family Office LLC, has read and understood the foregoing engagement letter and hereby accepts and agrees to the terms and conditions set forth therein.

ACCEPTED AND AGREED:

BRIARWOOD FAMILY OFFICE LLC

By: ________

Name: Margot S. Briarwood

Title: Managing Director

Date: ________

780 Park Avenue, Suite 22A New York, NY 10021

Encl.: None

cc: George Trujillo, Esq. (Calderwood & Harkness LLP) Grace Nakamura, Esq. (Calderwood & Harkness LLP) Howard R. Phelan, Senior Vice President (Caldwell Fiduciary Services Inc.)

CALDERWOOD & HARKNESS LLP Attorneys at Law 1 Chase Manhattan Plaza, 42nd Floor New York, NY 10005
Telephone: (212) 558-4000 Facsimile: (212) 558-4001 www.calderwoodharkness.com
January 15, 2024
Briarwood Family Office LLC 780 Park Avenue, Suite 22A New York, NY 10021
Attention: Margot S. Briarwood, Managing Director
Re: Engagement of Calderwood & Harkness LLP — Administration of the Eldon M. Briarwood Irrevocable Family Trust (EIN 13-7284915); Trustee Succession and In-Kind Real-Estate Distributions
Matter No.: 1026-00005
Dear Ms. Briarwood:
1. Purpose and Acceptance of Engagement
Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm that it has been retained by Briarwood Family Office LLC ("BFO" or the "Client") to serve as legal counsel in connection with the administration of the Eldon M. Briarwood Irrevocable Family Trust (the "Trust"). We appreciate the confidence that BFO has placed in this Firm, and we look forward to working with you and your team to bring these matters to a successful and efficient conclusion.
The Trust was established pursuant to the Eldon M. Briarwood Irrevocable Family Trust Agreement dated June 12, 1998 (the "Trust Agreement"), as amended by the First Amendment thereto dated March 3, 2008, and the Second Amendment thereto dated December 31, 2015 (as so amended, the "Trust Instrument"). The Trust is an irrevocable inter vivos trust with its situs in New York County, New York, and is governed by the laws of the State of New York, including the New York Estates, Powers and Trusts Law ("EPTL") and applicable common law. The Trust's federal employer identification number is 13-7284915.
This engagement letter (this "Letter") sets forth the terms and conditions of C&H's engagement, effective as of the date hereof. We ask that you review this Letter carefully and, if the terms are acceptable, indicate your acceptance by countersigning a copy of this Letter in the space provided below and returning it to our offices. The terms described herein will govern the Firm's relationship with BFO throughout the duration of this engagement, unless modified in a subsequent writing signed by both parties.
2. Scope of Engagement
The Firm's engagement encompasses the following matters, each of which is described in greater detail in the subsections below.
2.1 Trustee Succession
C&H will advise BFO and the Trust in connection with the orderly succession of the individual trustee following the certified permanent incapacity of Eldon M. Briarwood (the "Grantor"), who served as the original individual trustee of the Trust. The incapacity of the Grantor was certified on December 3, 2023, by Dr. Annette Volkov, M.D., Mr. Briarwood's attending physician in Larchmont, New York, in accordance with the standard and procedure set forth in Article VII, Section 7.2 of the Trust Instrument. A copy of the physician's certification is on file with BFO and has been furnished to C&H for review.
Pursuant to the succession mechanism set forth in Article VII, Section 7.3 of the Trust Instrument, the Firm will prepare and document the appointment and acceptance of Margot S. Briarwood as successor individual trustee of the Trust. This work will include the preparation of all instruments of appointment, acceptance, and acknowledgment necessary to effectuate the succession in accordance with the Trust Instrument and applicable New York law.
In connection with the trustee succession, C&H will coordinate with Caldwell Fiduciary Services Inc. ("Caldwell"), the institutional co-trustee of the Trust, to obtain Caldwell's formal acknowledgment of the trustee succession and to confirm the continuation of Caldwell's custodial, record-keeping, and tax-reporting functions with respect to the Trust. Caldwell's principal office is located at 401 Lexington Avenue, 14th Floor, New York, NY 10174. The Trust is maintained by Caldwell under Trust Account No. CFT-00298174, and the designated trust officer for the account is Howard R. Phelan, Senior Vice President. The Firm will work directly with Mr. Phelan and such other Caldwell personnel as may be appropriate to ensure a seamless transition of fiduciary authority.
C&H will prepare a Certificate of Successor Trustee Appointment suitable for recording in the county clerk's office and for distribution to financial institutions, title companies, transfer agents, and other third parties that may require evidence of the change in trusteeship.
Additionally, the Firm will prepare and cause to be delivered such beneficiary notices as are required under the Trust Instrument and applicable provisions of New York law, including any notices required under EPTL § 7-A-8 or other relevant statutory provisions, to ensure that all beneficiaries of the Trust are duly informed of the succession and have an opportunity to receive copies of relevant documents as required.
2.2 In-Kind Real-Estate Distributions
C&H will advise BFO and the Trust on the structuring and implementation of discretionary in-kind distributions of three real-estate parcels currently held by the Trust to designated beneficiaries, pursuant to the authority granted to the trustees under Article X, Section 10.4 of the Trust Instrument. Section 10.4 authorizes the trustees, in their discretion, to make distributions of Trust assets in kind and to allocate specific assets to particular beneficiaries, provided that such allocations are made at fair market value and in a manner consistent with the beneficiaries' respective beneficial interests in the Trust.
The three real-estate parcels subject to the proposed distributions are as follows:
(a) 14 Waverly Place, Unit 4W, New York, NY 10003 — A cooperative apartment of approximately 2,400 square feet located in Manhattan, New York County, New York. The Trust's interest in this property is held through ownership of shares in Waverly Place Owners Corp. allocated to Unit 4W, together with the proprietary lease appurtenant thereto. The transfer of this property will require compliance with the cooperative corporation's transfer and approval procedures, including board approval of the transferee-beneficiary.
(b) 602 Halsey Street, Brooklyn, NY 11233 — A four-unit residential brownstone of approximately 4,800 square feet located in Kings County, New York, designated as Block 1684, Lot 42 on the Tax Map of Kings County. The Trust holds fee title to this property. The transfer will be subject to New York City real-property transfer tax ("NYC RPTT") filing requirements and applicable state transfer-tax obligations.
(c) 27 Fenimore Road, Larchmont, NY 10538 — A single-family residence of approximately 5,200 square feet situated on approximately 0.82 acres in the Village of Larchmont, Town of Mamaroneck, Westchester County, New York, designated as Section 9, Block 32, Lot 14 on the applicable tax map. The Trust holds fee title to this property. The transfer will be subject to New York State transfer-tax filing requirements.
The Trust's three primary beneficiaries, and their respective beneficial interests in the Trust as set forth in the Trust Instrument, are:
(i) Margot S. Briarwood — holding a forty-five percent (45%) beneficial interest;
(ii) Tobias E. Briarwood — holding a thirty-five percent (35%) beneficial interest; and
(iii) Nadia Briarwood-Chen — holding a twenty percent (20%) beneficial interest.
In connection with the in-kind distributions, C&H will undertake the following tasks:
(a) Drafting and negotiating a Consent and Distribution Agreement (the "Distribution Agreement") among the successor individual trustee, Caldwell as institutional co-trustee, and all three beneficiaries, setting forth the terms of the in-kind distributions, the allocation of specific parcels to specific beneficiaries, and the mechanism for cash equalization payments;
(b) Coordinating independent fair-market-value appraisals of each of the three real-estate parcels, which the Firm understands will be performed by Pinnacle Valuation Group LLC or such other qualified independent appraiser as BFO may designate;
(c) Structuring cash equalization payments from the Trust's liquid assets, as necessary, to balance the aggregate value of distributions among the beneficiaries in proportion to their respective beneficial interests, taking into account the appraised fair market values of the individual parcels and the beneficial-interest percentages described above;
(d) Preparing or reviewing deeds, stock and lease assignments (in the case of the cooperative apartment at 14 Waverly Place), and all related transfer documents necessary to convey legal title to the distributed parcels from the Trust to the respective beneficiaries;
(e) Coordinating title searches, title insurance commitments, and the issuance of owner's title-insurance policies through Trident National Title Corp. or such other title company as BFO may designate, to confirm clear and marketable title and to provide title insurance coverage to the beneficiaries receiving the distributed parcels; and
(f) Addressing all real-property transfer tax filings arising from the distributions, including the filing of the NYC RPTT return applicable to the transfer of the 602 Halsey Street property (to the extent that the transfer is not exempt from the NYC RPTT under applicable provisions of the Administrative Code of the City of New York), and the New York State transfer-tax return applicable to the transfer of the 27 Fenimore Road property (to the extent that the transfer is not exempt from the NYS transfer tax under applicable provisions of the New York Tax Law).
2.3 Tax Advisory
C&H will provide federal and New York state and city tax advice in connection with the proposed in-kind distributions, including, without limitation, analysis of the carryover-basis rules applicable to in-kind distributions from trusts under Internal Revenue Code ("IRC") Section 643(e), the treatment of any election by the trustee under IRC § 643(e)(3) to recognize gain on distributed property, the computation and allocation of distributable net income ("DNI") among the beneficiaries, and the identification and quantification of any transfer-tax obligations arising from the distributions.
The Firm will coordinate closely with Halford & Kline CPAs ("Halford & Kline"), the Trust's independent accountant, regarding the preparation of the final fiduciary income-tax return (IRS Form 1041 and applicable New York State and New York City fiduciary income-tax returns) for the short tax year ending upon termination of the Trust. The engagement partner at Halford & Kline for the Trust is Lorraine M. Casella, CPA, whose office is located at 125 Broad Street, 8th Floor, New York, NY 10004. C&H's tax advice will be furnished in consultation with Sylvia Hartwell, a partner in the Firm's Tax Department, who will serve as the specialist partner for tax advisory matters in connection with this engagement.
2.4 Trust Termination
Following the completion of all in-kind real-estate distributions and cash equalization payments, C&H will assist BFO in effectuating the formal termination of the Trust. This work will include:
(a) Preparing and obtaining executed receipt, release, and refunding agreements (the "Release Agreements") from each of the three beneficiaries, in which each beneficiary will acknowledge receipt of his or her distribution, release the trustees from liability in connection with the administration of the Trust, and agree to refund to the Trust or its successor any amounts required to satisfy any outstanding liabilities or obligations of the Trust that may arise after the date of distribution;
(b) Preparing the final trust accounting, setting forth a complete statement of receipts, disbursements, gains, losses, and distributions from the inception of the current accounting period through the date of termination, for review and approval by the successor individual trustee, Caldwell, and each beneficiary; and
(c) Effecting the formal termination of the Trust upon completion of all distributions, execution of all Release Agreements, and final settlement of the trust accounting, including the filing of any required notices of trust termination with Caldwell and applicable governmental authorities.
2.5 Scope Limitations
C&H's engagement is limited exclusively to the matters described in Sections 2.1 through 2.4 above. Without limiting the generality of the foregoing, the Client acknowledges and agrees that:
(a) C&H is not engaged to provide tax-return preparation services. The preparation and filing of all tax returns, including IRS Form 1041 and applicable state and local fiduciary income-tax returns, will be handled by Halford & Kline CPAs. C&H's role with respect to tax matters is limited to the provision of legal tax advice as described in Section 2.3 above.
(b) C&H is not engaged to provide investment advice or asset-management services with respect to the Trust's assets, whether real property, securities, or otherwise.
(c) C&H does not represent any individual beneficiary of the Trust — including Margot S. Briarwood, Tobias E. Briarwood, or Nadia Briarwood-Chen — in his or her personal capacity. The Firm's sole client in this engagement is BFO, in its capacity as the administrative coordinator for the Trust.
(d) C&H does not represent Caldwell Fiduciary Services Inc. in any capacity. Caldwell may elect to retain its own legal counsel with respect to its obligations as institutional co-trustee, and C&H assumes no responsibility for advising Caldwell regarding its fiduciary duties, liabilities, or rights.
(e) If any beneficiary of the Trust retains independent counsel in connection with any matter arising from or related to this engagement, C&H will cooperate with such counsel as may be appropriate and as may be directed by BFO, but C&H owes no duty of representation, loyalty, or confidentiality to any such beneficiary or beneficiary's counsel.
Should BFO wish to expand the scope of this engagement to include additional matters, or should circumstances arise that require legal services outside the scope described herein, the parties will negotiate a supplemental engagement letter or amendment to this Letter addressing the expanded scope, staffing, and fee arrangement.
3. Engagement Team
The following attorneys have been assigned to this engagement and will be primarily responsible for the performance of the services described in Section 2:
Patricia Dunmore, Partner — Ms. Dunmore will serve as the Responsible Partner for this engagement, with overall supervisory responsibility for the quality, timeliness, and strategic direction of the Firm's legal services. Ms. Dunmore is a member of the Firm's Trusts & Estates Department and has extensive experience in the administration of complex irrevocable trusts, trustee succession proceedings, and fiduciary litigation.
George Trujillo, Partner — Mr. Trujillo will serve as the Billing Partner for this engagement, with responsibility for billing, fee arrangements, and client-account management. All inquiries regarding invoices, payment schedules, and fee-related matters should be directed to Mr. Trujillo.
Grace Nakamura, Associate — Ms. Nakamura will serve as the Lead Associate for this engagement, with day-to-day management responsibility for the matter. Ms. Nakamura will be the primary point of contact for BFO on routine matters and will be responsible for document drafting, coordination with third-party service providers (including Caldwell, Halford & Kline, Pinnacle Valuation Group, and Trident National Title Corp.), and the preparation and management of closing checklists and timelines.
Rafael Dominguez, Associate — Mr. Dominguez will serve as a Working Associate on this engagement, assisting Ms. Nakamura with real-estate transfer documentation, including the preparation of deeds, stock and lease assignments, transfer-tax returns, and closing checklists, as well as the preparation of distribution schedules and equalization-payment calculations.
Sylvia Hartwell, Partner (Tax Department) — Ms. Hartwell will serve as the Specialist Partner for tax advisory services in connection with the in-kind distributions and Trust termination. Ms. Hartwell will provide substantive tax analysis regarding the federal and state income-tax and transfer-tax consequences of the proposed transactions and will coordinate with Halford & Kline CPAs on tax-return-related issues.
The Firm reserves the right to assign additional attorneys, paralegals, or other paraprofessionals to this engagement as may be necessary or appropriate to staff the engagement efficiently and to meet applicable deadlines. The Client will be notified in advance of any material changes to the composition of the engagement team, including the replacement of the Responsible Partner, Billing Partner, or Lead Associate.
4. Fee Arrangement
C&H will perform the services described in Section 2 of this Letter for a flat engagement fee of One Hundred Eighty-Five Thousand Dollars ($185,000) (the "Flat Fee").
The Flat Fee covers all attorney time, internal administrative costs, and routine expenses incurred by the Firm in connection with the performance of the engagement, including document production, internal copying and printing, standard electronic communications, legal research, and routine travel within the New York metropolitan area (defined, for purposes of this Letter, as the five boroughs of New York City and the counties of Nassau, Suffolk, Westchester, Rockland, Putnam, Dutchess, Orange, and Fairfield (Connecticut)).
The Flat Fee does not include the following categories of costs and disbursements, which will be borne by the Trust corpus and are not the responsibility of C&H:
(a) Third-party costs and disbursements, including but not limited to appraisal fees charged by Pinnacle Valuation Group LLC or any other independent appraiser, title-search fees and title-insurance premiums charged by Trident National Title Corp. or any other title company, recording fees and filing fees charged by county clerks' offices or other governmental agencies, real-property transfer taxes (including NYC RPTT and NYS transfer tax), and accounting fees charged by Halford & Kline CPAs or any other accountant retained in connection with the Trust;
(b) Any fees, costs, or expenses arising from contested proceedings, litigation, mediation, arbitration, or disputes among the beneficiaries, the trustees, or any third party that are outside the scope of the engagement described in Section 2 of this Letter. If such proceedings or disputes arise and BFO elects to retain C&H to provide representation or advice in connection therewith, the parties will negotiate a separate engagement letter or amendment to this Letter addressing the scope, staffing, and fee arrangement for such additional services; and
(c) Any extraordinary out-of-pocket expenses, including travel outside the New York metropolitan area, overnight courier charges, and other non-routine disbursements, which will be billed to the Client at cost and will be itemized on any applicable invoice.
Payment Terms. The Flat Fee shall be payable in two equal installments, as follows:
(i) The first installment of Ninety-Two Thousand Five Hundred Dollars ($92,500) shall be due and payable upon execution of this engagement letter by the Client; and
(ii) The second installment of Ninety-Two Thousand Five Hundred Dollars ($92,500) shall be due and payable upon completion of the in-kind real-estate distributions and delivery of the final trust accounting to BFO and the beneficiaries.
All invoices will be directed to BFO at the address set forth in the heading of this Letter, to the attention of Margot S. Briarwood, Managing Director, or to such other address or individual as BFO may designate in writing from time to time. Payment is due within thirty (30) days of the date of each invoice, unless otherwise agreed in writing.
5. Conflicts of Interest
C&H has conducted a conflicts check in accordance with the New York Rules of Professional Conduct (22 NYCRR Part 1200) and the Firm's internal conflict-clearance procedures and confirms that, as of the date hereof, it has identified no conflicts of interest that would preclude its representation of BFO in connection with this matter.
The Client acknowledges that C&H represents BFO, and BFO alone, in this engagement. C&H does not represent any individual family member, beneficiary, or trustee of the Trust in his or her personal capacity, nor does C&H represent Caldwell Fiduciary Services Inc. or any other entity or individual involved in the administration of the Trust. The interests of BFO and the interests of any individual beneficiary or trustee may, in certain circumstances, diverge, and the Client understands that C&H's duty of loyalty and confidentiality runs exclusively to BFO.
The Client further acknowledges that Margot S. Briarwood occupies a dual role in connection with the Trust and this engagement: she serves as the Managing Director of BFO (and is thus an authorized representative of the Client and the primary point of contact for this engagement) and, simultaneously, she is a beneficiary of the Trust holding a forty-five percent (45%) beneficial interest and the designated successor individual trustee of the Trust. The Client has carefully considered this dual role and confirms that, in BFO's judgment, it does not create a conflict of interest that would impair C&H's ability to provide objective, independent legal advice to BFO in connection with this engagement. C&H has similarly evaluated this circumstance and has concluded, based on the information available to it as of the date hereof, that Ms. Briarwood's dual role does not give rise to a conflict that would preclude the representation under the applicable Rules of Professional Conduct, provided that BFO's instructions to the Firm are given by Ms. Briarwood in her capacity as Managing Director of BFO and are understood by all parties to reflect the interests of BFO as an entity.
If a material conflict of interest arises during the course of the engagement, including, without limitation, any dispute among the beneficiaries that cannot be resolved consensually, any disagreement between the successor individual trustee and the institutional co-trustee, or any circumstance in which the interests of BFO and the personal interests of Ms. Briarwood or any other individual beneficiary materially diverge, C&H will promptly notify BFO of the conflict. In such event, the parties may need to consider one or more of the following courses of action: (a) obtaining informed written consent from affected parties to continued representation, to the extent permissible under the Rules of Professional Conduct; (b) retaining separate counsel for one or more beneficiaries or for Ms. Briarwood in her individual capacity; (c) modifying the scope of the engagement to avoid or mitigate the conflict; or (d) withdrawal by C&H from the engagement in whole or in part.
6. Confidentiality and Privilege
All communications between C&H and the Client made in connection with this engagement, including written and oral communications, memoranda, analyses, opinions, and work product, are intended to be protected by the attorney-client privilege, the work-product doctrine, and any other applicable evidentiary privilege or protection. The Client should take reasonable steps to preserve the confidentiality of such communications and to limit their distribution to individuals within BFO who have a need to know.
C&H will not disclose confidential information relating to this engagement to any third party without the Client's prior written consent, except as may be required by applicable law, court order, subpoena, or ethical obligation under the New York Rules of Professional Conduct. The Firm's obligations of confidentiality shall survive the termination of this engagement.
Notwithstanding the foregoing, the Client hereby authorizes C&H to share information regarding the Trust, the Trust Instrument, the proposed trustee succession, the in-kind distributions, and related transactional matters with the following third parties, to the extent that such disclosure is necessary or appropriate to effectuate the transactions contemplated by this engagement:
(a) Caldwell Fiduciary Services Inc. (as institutional co-trustee of the Trust), including Howard R. Phelan, Senior Vice President, and such other Caldwell personnel as may be assigned to the Trust account;
(b) Pinnacle Valuation Group LLC (as the independent appraiser engaged to provide fair-market-value appraisals of the real-estate parcels held by the Trust);
(c) Halford & Kline CPAs (as the Trust's independent accountant), including Lorraine M. Casella, CPA, engagement partner; and
(d) Trident National Title Corp. (as the title insurance underwriter and title agent for the real-estate distributions).
The Client may supplement or modify this authorization at any time by written notice to C&H. The foregoing authorization is limited to disclosures that are reasonably necessary to advance the purposes of this engagement and does not constitute a general waiver of the attorney-client privilege or work-product protection.
7. Client Responsibilities
To enable C&H to perform its obligations under this engagement effectively and efficiently, BFO agrees to the following:
(a) BFO will provide C&H with timely access to all relevant Trust documents, including the original Trust Instrument (and all amendments thereto), prior trust accountings, financial statements, asset schedules, beneficiary designations, trustee correspondence, and such other records and materials as C&H may reasonably request in connection with the performance of the engagement.
(b) BFO will provide C&H with timely access to all information and documentation relating to the three real-estate parcels, including deeds, surveys, title reports, appraisals, leases, cooperative proprietary leases and stock certificates, property-tax records, mortgage documents (if any), insurance policies, and any other materials relevant to the proposed in-kind distributions.
(c) BFO will coordinate the cooperation of Caldwell Fiduciary Services Inc., Halford & Kline CPAs, Pinnacle Valuation Group LLC, Trident National Title Corp., Waverly Place Owners Corp. (with respect to the cooperative apartment), and any other service providers, governmental agencies, or third parties whose cooperation or consent may be required in connection with this engagement.
(d) BFO will promptly inform C&H of any material developments relating to the Trust, the beneficiaries, or the real-estate parcels, including, without limitation, any disputes, claims, liens, encumbrances, pending litigation, governmental investigations, environmental conditions, tax audits, or other matters that may affect the engagement or the transactions contemplated hereby.
(e) BFO will designate one or more individuals authorized to give instructions to C&H on behalf of BFO and to approve significant strategic decisions in connection with the engagement. Unless and until BFO notifies C&H otherwise in writing, C&H will treat Margot S. Briarwood, Managing Director, as the sole authorized representative of BFO for purposes of this engagement.
Failure by BFO to fulfill its obligations under this Section 7 in a timely manner may delay the completion of the engagement and could affect C&H's ability to meet projected timelines and deadlines.
8. Governing Law
This engagement letter and the relationship between C&H and the Client, including any dispute, claim, or controversy arising out of or relating to this Letter or the Firm's representation of BFO hereunder, shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts-of-law principles. Nothing in this Letter shall be construed to limit or modify the applicability of the New York Rules of Professional Conduct or any other ethical rules or standards governing the practice of law in the State of New York.
9. Termination of Engagement
Either party may terminate this engagement upon written notice to the other party, subject at all times to C&H's obligations under the New York Rules of Professional Conduct regarding withdrawal from representation, including the obligation to take reasonable steps to avoid foreseeable prejudice to the Client's interests, to give the Client reasonable notice, and to return papers and property to which the Client is entitled.
Upon termination of this engagement for any reason, C&H will be entitled to compensation for services rendered and reimbursement for disbursements incurred through the effective date of termination. In the event of termination initiated by the Client prior to the completion of all services described in Section 2, the Flat Fee will be prorated based on the proportion of services completed as of the date of termination, as reasonably determined by C&H in consultation with BFO. Any amounts previously paid by BFO in excess of the prorated fee will be refunded to BFO within thirty (30) days of the effective date of termination, and any amounts owed by BFO in excess of amounts previously paid will be due and payable within thirty (30) days of C&H's submission of a final invoice.
C&H's engagement will terminate automatically upon the Firm's closure of this matter following the completion of all services described in Section 2 of this Letter. The anticipated matter-closing date is upon the final termination of the Trust and the completion of all related administrative tasks, including the delivery of the final trust accounting and the execution of all Release Agreements. Upon closure of the matter, C&H will send BFO a closing letter confirming the termination of the engagement.
10. Document Retention
C&H will maintain the engagement file in accordance with the Firm's document-retention policies, as may be amended from time to time. Upon completion of the engagement, any original documents provided by the Client — including original Trust instruments, deeds, stock certificates, proprietary leases, and other original records — will be returned to BFO promptly upon request or upon the Firm's closure of the matter, whichever occurs first.
Following the return of original documents, C&H will retain copies of the engagement file (including correspondence, memoranda, drafts, and work product) for a period of seven (7) years from the date of matter closure, unless the Client requests the earlier return or destruction of the file in writing. After the expiration of the seven-year retention period, C&H may destroy the file without further notice to the Client, in accordance with the Firm's standard file-destruction procedures and applicable law.
The Client is encouraged to maintain its own complete copies of all documents relating to this engagement and to the administration of the Trust.
11. Acceptance and Counterparts
If the foregoing terms are acceptable to BFO, please indicate your acceptance by countersigning this Letter in the space provided below and returning a signed copy to our offices at your earliest convenience. A scanned copy transmitted by electronic mail to patricia.dunmore@calderwoodharkness.com will be deemed effective for purposes of acceptance, provided that an original signed copy is delivered to the Firm within ten (10) business days thereafter.
This Letter may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Facsimile and electronically transmitted signatures shall be deemed to have the same force and effect as original signatures for all purposes.
We are genuinely pleased to have the opportunity to work with you and the Briarwood family on this important matter. Should you have any questions regarding this Letter or any aspect of the engagement, please do not hesitate to contact me directly at (212) 558-4127 or patricia.dunmore@calderwoodharkness.com, or Grace Nakamura at (212) 558-4344 or grace.nakamura@calderwoodharkness.com.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Patricia Dunmore
Title: Partner
1 Chase Manhattan Plaza, 42nd Floor New York, NY 10005
ACCEPTANCE AND AGREEMENT
The undersigned, duly authorized to act on behalf of Briarwood Family Office LLC, has read and understood the foregoing engagement letter and hereby accepts and agrees to the terms and conditions set forth therein.
ACCEPTED AND AGREED:
BRIARWOOD FAMILY OFFICE LLC
By: ________
Name: Margot S. Briarwood
Title: Managing Director
Date: ________
780 Park Avenue, Suite 22A New York, NY 10021
Encl.: None
cc: George Trujillo, Esq. (Calderwood & Harkness LLP) Grace Nakamura, Esq. (Calderwood & Harkness LLP) Howard R. Phelan, Senior Vice President (Caldwell Fiduciary Services Inc.)

CALDERWOOD & HARKNESS LLP Attorneys at Law 1 Chase Manhattan Plaza, 42nd Floor New York, NY 10005

CALDERWOOD & HARKNESS LLP

ACCEPTANCE AND AGREEMENT

ACCEPTED AND AGREED:

BRIARWOOD FAMILY OFFICE LLC

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