CALDERWOOD & HARKNESS LLP Attorneys at Law
590 Lexington Avenue, 35th Floor New York, New York 10022
Telephone: (212) 754-8800 Facsimile: (212) 754-8801 www.calderwoodharkness.com
May 6, 2024
Patrick Lennox, Esq. General Counsel & Company Secretary Solstice Biomedical Devices Ltd. Solstice House, 14 Fitzwilliam Place Dublin 2, D02 YF82 Ireland
cc: Helena Byrne, Executive Vice President, Corporate Development & Strategy (same address)
Re: Proposed Acquisition of Meridian Surgical Technologies, Inc. Firm Matter Number: 1037-00006
Dear Mr. Lennox:
1. Introduction and Engagement
Calderwood & Harkness LLP ("C&H," the "Firm," "we," or "us") is pleased to confirm its engagement by Solstice Biomedical Devices Ltd. ("Solstice" or "SBD"), an Irish private limited company registered under the Companies Act 2014 (CRO Number 648217), to serve as United States legal counsel to Solstice in connection with the proposed acquisition described below. We are grateful for the confidence that Solstice has placed in the Firm, and we look forward to working with you and your team on this important transaction.
Specifically, C&H will represent Solstice in connection with the proposed acquisition of one hundred percent (100%) of the outstanding shares of common stock and all vested equity incentive awards (including, without limitation, stock options, restricted stock units, and stock appreciation rights) of Meridian Surgical Technologies, Inc. ("Meridian" or "MST"), a corporation organized and existing under the laws of the State of Delaware, by Solstice or by a wholly owned U.S. subsidiary of Solstice organized or to be organized under the laws of the State of Delaware for purposes of effectuating the acquisition (the "Transaction"). As currently contemplated, the Transaction will be structured as a stock purchase under Delaware law, pursuant to which Solstice (or its acquisition subsidiary) will acquire all of the outstanding equity interests in Meridian from the existing stockholders of Meridian in exchange for cash consideration, with the terms and conditions of such purchase to be set forth in a definitive Stock Purchase Agreement to be negotiated among the parties.
This engagement letter (this "Letter") sets forth the terms and conditions of the Firm's representation of Solstice in connection with the Transaction, including the scope of the engagement, the fee arrangement, and the respective rights and obligations of the Firm and Solstice. This Letter shall become effective as of the date hereof upon counter-signature by an authorized representative of Solstice in the space provided below. We respectfully request that you review this Letter carefully and, if the terms are acceptable, execute and return a signed copy to us at your earliest convenience so that we may proceed with the engagement without delay.
2. Scope of Representation
The Firm's representation of Solstice in connection with the Transaction will encompass the following matters, subject to the limitations set forth below:
(a) Due Diligence. Conducting a comprehensive legal due diligence review of Meridian, its subsidiaries (if any), and their respective businesses, assets, liabilities, and operations. The due diligence review will cover the following principal areas: (i) corporate organization, governance, and capitalization; (ii) financial statements, accounting practices, and internal controls; (iii) federal, state, and local tax matters, including review of tax returns, tax liabilities, and net operating loss carryforwards; (iv) intellectual property, including patents, trademarks, trade secrets, copyrights, and technology licenses; (v) regulatory matters, including compliance with the Federal Food, Drug, and Cosmetic Act, applicable U.S. Food and Drug Administration ("FDA") regulations, 510(k) clearances, premarket approvals, quality system regulations, and any pending or threatened FDA enforcement actions or warning letters; (vi) employment and employee benefits matters, including executive compensation arrangements, equity incentive plans, ERISA compliance, and labor relations; (vii) environmental compliance and liabilities; (viii) pending, threatened, or potential litigation, arbitration, or governmental investigations; and (ix) material contracts, including customer agreements, supplier agreements, distribution agreements, license agreements, and real property leases.
(b) Transaction Structuring. Providing legal advice with respect to the structuring of the Transaction, including analysis of the stock purchase structure under Delaware law, consideration of alternative acquisition structures if warranted, and analysis of potential tax elections, including an election under Section 338(h)(10) of the Internal Revenue Code of 1986, as amended (the "Code"), and the Treasury Regulations promulgated thereunder. The Firm will coordinate with Solstice's tax advisors (including any Irish or international tax advisors retained by Solstice) as necessary to ensure that the chosen structure is consistent with Solstice's overall tax planning objectives.
(c) Definitive Agreements. Drafting, reviewing, negotiating, and finalizing the definitive Stock Purchase Agreement and all related ancillary agreements, including without limitation: (i) escrow agreements governing the establishment and administration of indemnification escrow and working capital escrow accounts; (ii) employment agreements and offer letters for key Meridian employees who will continue with the business following the closing; (iii) non-competition, non-solicitation, and non-disclosure agreements to be entered into by the sellers and key employees; (iv) a sellers' representative agreement appointing and authorizing a representative to act on behalf of the selling stockholders in post-closing matters; (v) transition services agreements, if applicable; and (vi) disclosure schedules to the Stock Purchase Agreement. The Firm will also prepare and review all necessary resolutions, consents, certificates, and other corporate authorizations required in connection with the Transaction.
(d) Financing Review. Reviewing and analyzing debt financing arrangements in connection with the Transaction, including commitment letters, fee letters, credit agreements, security documents, and intercreditor agreements, as applicable, and advising Solstice with respect to the terms and conditions thereof as they relate to the Transaction.
(e) Insurance Matters. Reviewing and analyzing the terms and conditions of representations and warranties insurance ("RWI") policies to be procured in connection with the Transaction, including coordination with Solstice's insurance broker and underwriters, and advising on the scope of coverage, exclusions, and policy limits. The Firm will also review the terms and conditions of directors' and officers' ("D&O") tail insurance arrangements to be maintained for the benefit of Meridian's pre-closing directors and officers.
(f) Closing. Preparing all closing deliverables, including officer's certificates, secretary's certificates, good standing certificates, FIRPTA certificates, and payoff letters. The Firm will prepare and maintain closing checklists, prepare funds flow memoranda detailing the allocation and disbursement of Transaction consideration, and coordinate the closing process among all parties, including liaison with sellers' counsel, escrow agents, and financing sources.
(g) Post-Closing Matters. Providing legal support with respect to post-closing matters arising under the definitive agreements, including working capital adjustment procedures, earnout calculation and compliance, and indemnification claims and escrow release procedures, in each case as contemplated by the Stock Purchase Agreement.
Notwithstanding the foregoing, the scope of this engagement is limited to the Transaction and related matters as described above. The Firm will not serve as counsel to Solstice for any purpose outside the Transaction, including without limitation Irish corporate law matters, European Union regulatory matters, data privacy and protection matters under the General Data Protection Regulation or other non-U.S. data protection laws, or non-U.S. tax advice, unless separately agreed in writing between the Firm and Solstice. In addition, this engagement does not include representation of Solstice in any litigation, arbitration, or administrative proceeding arising from or related to the Transaction, whether commenced before, during, or after the closing. Should any such matter arise, the Firm would be pleased to discuss a separate engagement for that purpose.
3. Client Identification
The client in this engagement is Solstice Biomedical Devices Ltd., the Irish parent entity, and not any other member of the Solstice corporate group. The Firm acknowledges that, in connection with the Transaction, it may provide services that benefit or are rendered on behalf of Solstice Biomedical, Inc. (the Delaware acquisition subsidiary to be formed or designated by Solstice for purposes of the Transaction) or other Solstice affiliates. Notwithstanding any such services, the attorney-client relationship established by this Letter is between the Firm and Solstice Biomedical Devices Ltd. only, and no other Solstice entity shall be deemed a client of the Firm absent a separate written engagement agreement.
For the avoidance of doubt, the Firm does not represent, and will not be deemed to represent, any individual director, officer, employee, or stockholder of Solstice or any of its subsidiaries or affiliates in their personal capacities. In the event that any individual requires personal legal representation in connection with the Transaction or any related matter, such individual should retain separate counsel.
4. Engagement Team
The following attorneys and support personnel will be primarily responsible for the day-to-day management and execution of the engagement. Their respective roles are described below:
Beatrice Holloway — Responsible Partner, Mergers & Acquisitions. Ms. Holloway will serve as the primary relationship partner for Solstice and will provide overall supervision of the engagement, including strategic advice on transaction structure, negotiation strategy, and key deal terms. Ms. Holloway will serve as the principal point of contact for senior Solstice management on significant matters relating to the Transaction.
James Prentice — Billing Partner, Mergers & Acquisitions. Mr. Prentice will be responsible for billing oversight, fee budgeting, and transaction execution. Mr. Prentice will work closely with Ms. Holloway and the broader engagement team on the negotiation and finalization of the definitive agreements and will be available to address any billing inquiries.
Leonard Cross — Specialist Partner, Tax. Mr. Cross will be responsible for all U.S. federal and state tax aspects of the Transaction, including analysis of the stock purchase structure from a tax perspective, evaluation of the potential benefits and consequences of a Section 338(h)(10) election under the Code, and coordination with Solstice's outside tax advisors on cross-border tax planning matters.
Victoria Shen — Counsel, Regulatory & Life Sciences. Ms. Shen will lead the FDA regulatory due diligence workstream and will provide advice on life sciences regulatory matters, including review of Meridian's FDA submissions, product clearances and approvals, quality system compliance, and any pending or threatened regulatory actions.
Tiffany Rosenthal — Lead Associate, Mergers & Acquisitions. Ms. Rosenthal will serve as the day-to-day manager of the Transaction and will be responsible for coordinating the due diligence process, drafting and revising the definitive agreements and ancillary documents, managing the disclosure schedule process, and serving as a primary point of contact for Solstice's working-level deal team.
Andrew Fitzpatrick — Working Associate, Mergers & Acquisitions. Mr. Fitzpatrick will provide due diligence support, assist with the drafting of ancillary agreements, and coordinate closing logistics, including preparation of closing checklists, funds flow memoranda, and closing binders.
Robert Wainwright — Associate, Employment & Benefits. Mr. Wainwright will be responsible for the employment and benefits due diligence workstream, including review of employment agreements, equity incentive plans, change-of-control arrangements, ERISA compliance, and employee benefits programs, as well as drafting of post-closing employment agreements and related documents.
Natasha Grier — Paralegal, Mergers & Acquisitions. Ms. Grier will provide document management, closing binder coordination, corporate records research, and general administrative support throughout the engagement.
From time to time, additional attorneys, paralegals, or other professionals within the Firm may be assigned to the engagement to address particular issues or to supplement the core team during periods of intensive activity. The Firm will discuss any material additions to the engagement team with Solstice's designated contacts in advance, and any such additional professionals will be billed at their then-current standard hourly rates.
5. Fee Structure
5.1 Hourly Rates
Fees for legal services rendered in connection with the Transaction will be charged on an hourly basis at the following current standard rates for the professionals assigned to this matter:
The Firm's standard hourly rates are subject to annual adjustment, which typically takes effect on January 1 of each calendar year. Solstice will be notified in advance of any changes to the hourly rates of the professionals assigned to this matter. Any rate adjustments will apply prospectively to services rendered after the effective date of such adjustment.
There is no contingency fee, success fee, transaction-based fee, or other premium fee component associated with this engagement. All fees will be calculated solely on the basis of time actually expended by the engagement team at the applicable hourly rates.
5.2 Fee Estimate
Based on the Firm's current understanding of the Transaction, including the contemplated stock purchase structure, the anticipated scope and complexity of the due diligence review, the expected negotiation dynamics, and the projected timeline for signing and closing, the Firm estimates that total legal fees for the engagement will be in the range of $1,800,000 to $2,400,000 (United States Dollars), exclusive of disbursements and expenses described in Section 5.3 below.
This estimate is based on several key assumptions, including the following: (i) the Transaction will proceed as a standard stock purchase with customary representations, warranties, covenants, and indemnification provisions; (ii) the due diligence review will be of moderate scope and complexity, consistent with a transaction of this nature and size; (iii) there will be a single definitive Stock Purchase Agreement with customary ancillary documents; (iv) negotiation complexity will be moderate, with a reasonable number of drafts exchanged between the parties; and (v) the Transaction will proceed to signing and closing within approximately four to six months from the date of this engagement.
The fee estimate set forth above does not include fees for the following matters, which are outside the scope of the estimate: (a) contested regulatory proceedings before the FDA or any other governmental authority; (b) litigation, arbitration, or administrative proceedings arising from or related to the Transaction; (c) material restructuring of the Transaction, including any change from a stock purchase to an asset purchase or merger structure, or any significant expansion in the scope of the acquisition; or (d) protracted post-closing disputes, including contested indemnification claims, working capital adjustment disputes requiring expert determination or arbitration, or earnout disputes.
This fee estimate is provided for budgeting and planning purposes only and does not constitute a cap, ceiling, fixed fee, or guaranteed maximum. Actual fees may be higher or lower than the estimated range depending on the scope, complexity, and duration of the work required. The Firm will endeavor to keep Solstice informed of the status of fees incurred relative to the estimate and will promptly notify Solstice if it becomes apparent that actual fees are likely to exceed the estimated range materially.
5.3 Disbursements and Expenses
In addition to legal fees, Solstice will be responsible for reimbursement of all reasonable out-of-pocket expenses and disbursements incurred by the Firm in connection with the Transaction. Such expenses may include, without limitation:
(a) filing fees, recording fees, and governmental charges;
(b) travel expenses, including airfare (at coach or economy class unless an upgrade is approved in advance by Solstice), hotel accommodations, ground transportation, and meals incurred in connection with due diligence site visits, negotiation sessions, closing meetings, or other Transaction-related travel;
(c) courier, express delivery, and postage charges;
(d) online research and database search fees, including charges for Westmark Data Systems, Sundial Solutions, and specialized databases used in connection with due diligence;
(e) third-party vendor costs, including charges for title searches, lien searches, UCC searches, environmental database reports, and similar third-party services; and
(f) document reproduction charges and electronic data room access fees, which will be passed through at cost.
The Firm will exercise reasonable judgment in incurring expenses and will obtain Solstice's prior approval for any single disbursement expected to exceed $5,000.
6. Retainer
Upon execution of this engagement letter, Solstice agrees to pay an advance retainer in the amount of One Hundred Fifty Thousand Dollars ($150,000) to Calderwood & Harkness LLP. The retainer shall be transmitted by wire transfer in accordance with the instructions set forth in the enclosure to this Letter.
The retainer will be deposited into and held in the Firm's client trust account maintained in accordance with the applicable rules governing attorney trust accounts in the State of New York. The retainer will be applied against the final invoice or invoices rendered in connection with the matter. If the total fees and expenses incurred in connection with the engagement are less than the retainer amount, the unused balance will be refunded to Solstice promptly following the issuance of the final invoice and the reconciliation of all outstanding charges.
The retainer is not a cap or ceiling on fees and expenses. Solstice's obligation to pay for all services rendered and expenses incurred in connection with the engagement is not limited to the amount of the retainer.
7. Billing and Payment Terms
The Firm will render invoices to Solstice on a monthly basis, in arrears, for fees earned and expenses incurred during the preceding calendar month. Each invoice will contain reasonable detail of the services rendered, including the date on which services were performed, the identity of the timekeeper, the number of hours expended, a narrative description of the work performed, and an itemization of disbursements and expenses.
Payment of each invoice is due within thirty (30) days of the date of the invoice (net 30). Payments should be made by wire transfer to the Firm's operating account in accordance with the wire instructions that will be provided on each invoice. If Solstice prefers to make payment by check, checks should be made payable to "Calderwood & Harkness LLP" and mailed to the Firm's address set forth above, attention: Accounts Receivable.
The Firm reserves the right to charge interest at the rate of one percent (1.0%) per month (twelve percent (12%) per annum) on any amounts that remain unpaid beyond thirty (30) days after the date of the applicable invoice, compounding monthly. The Firm's right to charge interest on past-due amounts is in addition to, and not in lieu of, any other rights or remedies available to the Firm under applicable law.
All billing inquiries, including questions regarding invoice detail, fee allocations, or payment arrangements, should be directed to James Prentice at (212) 754-8824 or jprentice@calderwoodharkness.com.
8. Conflict of Interest; Conflict Waiver Provisions
8.1 Conflicts Check
Prior to acceptance of this engagement, the Firm conducted a thorough conflicts check in accordance with its standard procedures and the applicable New York Rules of Professional Conduct. This conflicts check was memorialized in an internal conflict check memorandum dated May 3, 2024, which has been reviewed and approved by the Firm's General Counsel and Ethics Committee.
Based on the results of the conflicts check, the Firm has confirmed that it does not currently represent, and has not within the preceding twenty-four (24) months represented, any party adverse to Solstice in connection with the Transaction, including without limitation: (i) Meridian Surgical Technologies, Inc.; (ii) Pennfield Growth Partners, LP (a stockholder of Meridian); (iii) Arch Hill Ventures Fund II, LLC (a stockholder of Meridian); (iv) Dr. Marcus Ellsworth (a founder and stockholder of Meridian); or (v) Whitmore Crane & Pfeiffer LLP (counsel to the sellers in connection with the Transaction).
8.2 General Waiver / Advance Consent
Solstice acknowledges that Calderwood & Harkness LLP is a large, multi-office law firm with offices in multiple jurisdictions and a diverse client base spanning numerous industries and practice areas. The Firm currently represents, and in the future may represent, clients in matters that are unrelated to the Transaction but in which such clients may have interests that are adverse to Solstice or one or more of its affiliates, subsidiaries, or portfolio companies.
By executing this Letter, Solstice agrees that, subject to the Firm's obligations under the New York Rules of Professional Conduct and any other applicable rules of professional conduct, the Firm may continue to represent, and may undertake new representations of, other clients in matters that are not substantially related to the Transaction, even if such clients have interests adverse to Solstice or its affiliates, provided that such representations do not involve the same Transaction or the same specific dispute or controversy in which the Firm represents Solstice. Solstice's consent under this Section 8.2 extends to both current and future representations of other clients by the Firm, subject to the foregoing limitations.
The Firm will not represent any party adverse to Solstice in any matter that is substantially related to the Transaction, or in any matter in which the Firm has obtained confidential information from Solstice that would be material to such representation, without obtaining Solstice's prior written consent.
8.3 Specific Acknowledgment
In the interest of full transparency, the Firm discloses that it has represented, and may continue to represent, Tidewater Atlantic Bank, N.A. ("Tidewater") in lending transactions and other matters unrelated to the Transaction. Solstice acknowledges this disclosure and consents to the Firm's continued representation of Tidewater in such unrelated matters, provided that Tidewater's interests are not directly adverse to Solstice in connection with the Transaction. For the avoidance of doubt, in connection with the Transaction and any related acquisition financing, the Firm represents Solstice, and not Tidewater or any other lending institution, and the Firm will not use any confidential information obtained from Solstice in the course of this engagement in any representation of Tidewater.
9. Confidentiality
The Firm will treat all information received from or on behalf of Solstice in connection with the Transaction as confidential, and will not disclose such information to any third party without Solstice's prior consent, except as may be required by the Firm's ethical obligations under applicable rules of professional conduct, by court order or subpoena, or by applicable law or regulation. Confidential information received from Solstice will be shared within the Firm only on a need-to-know basis among members of the engagement team and such other Firm personnel as may be necessary to provide the services contemplated by this Letter, to comply with the Firm's internal policies and procedures (including conflicts checking), or to perform administrative functions related to the engagement.
The Firm's obligation of confidentiality under this Section 9 shall survive the termination or completion of the engagement.
10. Document Retention
Upon completion or termination of the engagement, the Firm will maintain the client files and work product generated in connection with the Transaction in accordance with its standard document retention policy, a copy of which is available upon request. Solstice may request the return of original documents in the Firm's possession at any time during or after the engagement, and the Firm will comply with any such request within a reasonable time.
The Firm's standard retention period for closed matter files is ten (10) years from the date of the final invoice rendered in connection with the matter. Following the expiration of the retention period, the Firm may destroy or dispose of the files without further notice to Solstice, unless Solstice has previously notified the Firm in writing of its desire that the files be retained for a longer period or returned to Solstice. Solstice acknowledges that it is Solstice's responsibility to notify the Firm if it wishes to extend the retention period or arrange for the return of files before the standard retention period expires.
11. Governing Law and Dispute Resolution
This engagement letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law that would require the application of the laws of any other jurisdiction.
Any dispute, controversy, or claim arising out of or relating to this engagement letter, or the breach, termination, or validity thereof, including any dispute regarding the Firm's fees or the scope of the engagement, shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules then in effect. The arbitration shall be conducted in New York, New York, before a single arbitrator selected in accordance with the AAA's rules. The arbitrator's decision shall be final and binding upon the parties, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Each party shall bear its own costs and attorneys' fees in connection with any such arbitration, unless the arbitrator determines otherwise.
12. Limitation of Liability
The Firm's aggregate liability to Solstice for any and all claims, damages, losses, costs, and expenses arising out of or in connection with the services rendered under this engagement letter, whether based in contract, tort (including negligence), strict liability, or otherwise, shall not exceed the total amount of fees actually paid by Solstice to the Firm for services rendered under this engagement letter. This limitation of liability shall apply regardless of the form of action and regardless of whether any remedy provided herein fails of its essential purpose.
In no event shall the Firm be liable to Solstice for any indirect, incidental, consequential, special, or punitive damages of any kind, including without limitation lost profits, lost revenue, lost business opportunities, or diminution in value, whether or not the Firm has been advised of the possibility of such damages and regardless of the theory of liability.
Nothing in this Section 12 shall be construed to limit or affect the Firm's obligations under applicable rules of professional conduct or to limit the Firm's liability for fraud or willful misconduct.
13. Termination
Either party may terminate this engagement at any time upon thirty (30) days' prior written notice to the other party. The Firm's right to withdraw from the engagement is subject to its ethical obligations under the applicable rules of professional conduct, including any obligation to obtain leave of court before withdrawing from a pending proceeding and to take reasonable steps to protect the client's interests upon withdrawal. Solstice's obligation to pay for all legal services rendered and expenses incurred through the effective date of termination shall survive any such termination.
Upon termination of the engagement, the retainer held in the Firm's client trust account will be applied against any outstanding balance for fees and expenses. Any surplus remaining after application of the retainer to outstanding balances will be refunded to Solstice promptly. If the outstanding balance exceeds the retainer, Solstice shall pay the remaining balance within thirty (30) days of the date of the final invoice.
Termination of the engagement shall not affect any rights or obligations of the parties that have accrued prior to the effective date of termination, including without limitation Solstice's obligation to pay for services rendered and the Firm's obligations with respect to confidentiality and document retention.
14. Designated Client Contacts
Solstice designates the following individuals as authorized contacts for purposes of this engagement. These individuals are authorized to provide instructions, approve material actions, and receive confidential information on behalf of Solstice in connection with the Transaction:
Patrick Lennox — General Counsel & Company Secretary (primary legal contact)
Email: p.lennox@solsticebiomed.com
Helena Byrne — Executive Vice President, Corporate Development & Strategy (primary business contact)
Email: h.byrne@solsticebiomed.com
Dr. Fiona Gallagher — Chief Executive Officer (for escalation purposes)
Email: f.gallagher@solsticebiomed.com
Conor Muldoon — Chief Financial Officer (for financial and billing matters)
Email: c.muldoon@solsticebiomed.com
C&H's primary points of contact for the engagement will be Beatrice Holloway (bholloway@calderwoodharkness.com; (212) 754-8810) and Tiffany Rosenthal (trosenthal@calderwoodharkness.com; (212) 754-8867).
The Firm will be entitled to rely upon instructions received from any of the designated client contacts listed above and will not be required to independently verify the authority of such individuals to provide instructions on behalf of Solstice. Solstice agrees to notify the Firm promptly in writing if any of the designated contacts changes or if Solstice wishes to add or remove authorized contacts.
15. Acceptance and Execution
We hope this Letter accurately reflects our mutual understanding of the terms of this engagement. If you are in agreement, please sign and return a copy of this Letter to the undersigned. We look forward to working with you and the Solstice team on this Transaction.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Beatrice Holloway
Title: Partner
Date: ________
AGREED AND ACCEPTED:
The undersigned, duly authorized to act on behalf of Solstice Biomedical Devices Ltd., hereby acknowledges receipt of this engagement letter, confirms that the undersigned has read and understands the terms set forth herein, and agrees to the terms and conditions of this engagement on behalf of Solstice Biomedical Devices Ltd.
SOLSTICE BIOMEDICAL DEVICES LTD.
By: ________
Name: Patrick Lennox
Title: General Counsel & Company Secretary
Date: ________
Enclosure: Wire instructions for retainer payment to Calderwood & Harkness LLP Client Trust Account
| Professional | Role | Hourly Rate (USD) |
| Beatrice Holloway | Partner | $1,450 |
| James Prentice | Partner | $1,350 |
| Leonard Cross | Partner | $1,400 |
| Victoria Shen | Counsel | $1,100 |
| Tiffany Rosenthal | Senior Associate | $895 |
| Andrew Fitzpatrick | Associate | $725 |
| Robert Wainwright | Associate | $695 |
| Natasha Grier | Paralegal | $395 |