1040-00001 · Kessler & Montague LLP · Engagement Letter

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CALDERWOOD & HARKNESS LLP Attorneys at Law

600 Market Street, Suite 4200 Philadelphia, PA 19106

New York	Washington, D.C.	Wilmington	Boston
Telephone: (215) 940-7000	Facsimile: (215) 940-7001 www.calderwoodharkness.com

February 10, 2026

VIA EMAIL AND FIRST CLASS MAIL

Priya Anand-Desai, Esq. General Counsel Wyndmere Education Trust 1400 Brandywine Boulevard, Suite 300 Wilmington, DE 19801

Re: Engagement of Calderwood & Harkness LLP by Wyndmere Education Trust — Employment Law Advisory and Litigation Matters Arising from Faculty Restructuring

C&H Matter No.: 1040-00001 C&H Client No.: C-88214

Dear Ms. Anand-Desai:

We appreciate the opportunity to represent Wyndmere Education Trust ("WET" or the "Client"), a Delaware nonprofit corporation exempt from federal income taxation under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (EIN 84-3291076). This engagement letter (this "Letter") sets forth the terms and conditions under which Calderwood & Harkness LLP ("C&H" or the "Firm") will provide legal services to WET. This engagement shall be effective as of February 10, 2026.

As we understand, WET operates a network of twelve public charter schools across the States of Delaware, Pennsylvania, and New Jersey, serving approximately 8,400 students in grades K through 12. WET is governed by a Board of Trustees and employs a central administrative team and approximately 620 full-time educators and support staff across its network. We acknowledge that WET's employment-law representation was previously handled by Kessler & Montague LLP and that Kessler & Montague's representation of WET ceased effective December 31, 2025. We are honored that WET has selected C&H to succeed Kessler & Montague in this capacity with respect to the matters described herein, and we are committed to providing WET with the highest quality of legal counsel and representation.

The purpose of this Letter is to confirm the scope of our representation, the composition of the engagement team, the financial terms of our engagement, and the mutual obligations that will govern the attorney-client relationship between C&H and WET. We ask that you review this Letter carefully and contact us with any questions prior to execution. The specific terms of our engagement are as follows:

1. Scope of Representation

1.1 General Description

C&H is engaged to provide employment-law advisory services and litigation representation in connection with matters arising from WET's faculty restructuring plan, which was announced by WET's Superintendent, Dr. Eleanor Marchand, on January 6, 2026 (the "Faculty Restructuring" or the "Restructuring"). The Faculty Restructuring involves the elimination of forty-seven (47) full-time teaching positions across six WET charter schools, comprising twenty-eight (28) positions in the State of Delaware, eleven (11) positions in the Commonwealth of Pennsylvania, and eight (8) positions in the State of New Jersey, with all position eliminations to take effect for the 2026–2027 school year. The representation encompasses the advisory, compliance, and litigation workstreams described in Section 1.2 below.

1.2 Specific Workstreams

The engagement encompasses the following specific workstreams, each of which may generate distinct work product, billing entries, and strategic considerations:

(a) Unfair Labor Practice Charge Defense. C&H will undertake the defense of the unfair labor practice ("ULP") charge filed by the Veltrano Federation of Educators, Local 1147 ("RFE Local 1147") before the Delaware Public Employment Relations Board ("PERB"), docketed as Case No. PERB-2026-ULP-0041 and filed on February 3, 2026. The ULP charge alleges that WET failed to bargain in good faith over the impact of the Faculty Restructuring on unionized educators in violation of the Delaware Public School Employment Relations Act, 14 Del. C. § 4001 et seq. We note that the PERB answer to the ULP charge is due on or before March 10, 2026, which is thirty (30) calendar days from the date of the charge, and we will prioritize the preparation and timely filing of that answer as an immediate deliverable under this engagement.

For background purposes, RFE Local 1147 represents approximately 340 unionized educators across five of WET's charter schools located in Delaware. RFE Local 1147 is represented in this matter by the law firm of Feinberg, Adler & Ross LLP, with Rachel Feinberg serving as the lead partner. We have already begun our analysis of the collective bargaining agreements between WET and RFE Local 1147, the management-rights provisions therein, and the relevant PERB precedent governing the scope of the duty to bargain over the effects of staffing decisions made by charter school management.

(b) Multi-State Employment Law Compliance Advisory. C&H will provide advisory services regarding WET's compliance with the employment laws of Delaware, Pennsylvania, and New Jersey as they relate to the Faculty Restructuring. This workstream will include, without limitation, analysis of the applicability and requirements of the federal Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2101 et seq. (the "WARN Act"), and applicable state-law equivalents, including the New Jersey Millville Dallas Airmotive Plant Job Loss Notification Act, N.J.S.A. § 34:21-1 et seq., and such analogous provisions as may apply under Pennsylvania and Delaware law. This workstream will also encompass advice regarding severance agreement drafting, compliance with the Older Workers Benefit Protection Act requirements for group termination programs, anti-discrimination obligations under applicable federal and state statutes, and the proper handling of any benefit continuation obligations arising under the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) and state continuation coverage laws.

(c) Defense of Individual Claims. C&H will undertake the defense of anticipated individual wrongful-termination, discrimination, or retaliation claims from affected faculty members arising from the Faculty Restructuring. We note that, as of the date of this Letter, WET has received two (2) formal demand letters from former faculty members — dated January 22, 2026 and January 29, 2026, respectively — each asserting potential claims related to the Restructuring. In addition, WET has identified eight (8) former faculty members who have either retained individual counsel or are actively seeking individual counsel in connection with potential claims. C&H will work with WET to develop a centralized defense strategy for these anticipated claims, including the preparation of standard response templates, the coordination of document preservation and collection efforts, and the assessment of potential pre-litigation resolution opportunities.

1.3 Limitations on Scope

The scope of this engagement is expressly limited to the matters described in Sections 1.1 and 1.2 above. The engagement does not include, and C&H is not being retained to provide, the following categories of legal services:

(i) Board-level governance advice, including advice regarding fiduciary duties of WET's Board of Trustees, board composition, or board meeting procedures;

(ii) Tax-exemption matters, including advice regarding WET's Section 501(c)(3) status, unrelated business income, or any filings with the Internal Revenue Service or state tax authorities;

(iii) Real estate matters, including lease negotiations, facilities acquisitions, or zoning and land-use matters affecting WET's charter school campuses;

(iv) Any other legal matter unrelated to the Faculty Restructuring, unless separately authorized in a writing signed by WET's General Counsel.

Furthermore, this engagement does not include representation of any WET officer, director, trustee, or employee in their individual capacity. Should individual representation of any such person become necessary or advisable in connection with the matters described herein, C&H and WET will negotiate and execute a separate engagement letter addressing the terms of any such individual representation, including any applicable conflict analysis.

The parties further acknowledge that if defense costs associated with any individual claim are covered under WET's employment practices liability insurance policy (as described in Section 9 below), the applicable insurance carrier may appoint panel counsel to manage or participate in the defense of such claim. In that event, C&H may need to coordinate its efforts with carrier-appointed panel counsel. Any such coordination arrangement will be discussed with WET's General Counsel in advance and will be structured to preserve WET's interests, the attorney-client privilege, and the work-product doctrine to the fullest extent permitted by law.

2. Engagement Team and Staffing

2.1 Team Members

C&H has assembled an engagement team with deep experience in labor and employment law, charter school operations, and multi-state compliance matters. The members of the engagement team, their respective roles, and their relevant qualifications are as follows:

Miriam Calloway — Responsible Partner. Ms. Calloway is a partner in C&H's Healthcare & Life Sciences Practice Group, resident in the Firm's Philadelphia office. She is admitted to the bars of the State of Delaware and the Commonwealth of Pennsylvania. Ms. Calloway will serve as the primary client relationship partner for this engagement and is the authorized signatory on behalf of C&H for this Letter and all related engagement documents. Ms. Calloway has more than twenty years of experience representing nonprofit educational institutions and healthcare organizations in employment law matters, including collective bargaining disputes, regulatory investigations, and employment litigation. She will maintain overall strategic oversight of the engagement and serve as WET's primary point of contact at the partner level.

Joel Strauss — Billing Partner. Mr. Strauss is a partner in C&H's Healthcare & Life Sciences Practice Group, also resident in the Firm's Philadelphia office. He is admitted to the bar of the Commonwealth of Pennsylvania. Mr. Strauss will serve as the billing partner for this engagement and will be responsible for billing administration, fee budgeting, and the preparation and delivery of quarterly budget-to-actual reports to WET's General Counsel. Mr. Strauss brings significant experience in managing complex, multi-workstream engagements for institutional nonprofit clients and will ensure that the Firm's billing practices remain in strict compliance with the terms of this Letter and WET's Outside Counsel Guidelines.

Nadia Petrov — Lead Associate. Ms. Petrov is a fifth-year associate in C&H's Labor & Employment Practice Group, resident in the Firm's Philadelphia office. She is admitted to the bars of the Commonwealth of Pennsylvania and the State of New Jersey. Ms. Petrov will handle day-to-day case management across all workstreams, serve as the primary drafter for the PERB answer and related filings, coordinate document collection and review, and serve as the primary point of contact for routine communications with WET's in-house legal team. Ms. Petrov has extensive experience in public-sector labor relations and has previously represented charter school operators before PERB and the Pennsylvania Labor Relations Board.

James Underwood — Working Associate. Mr. Underwood is a third-year associate in C&H's Labor & Employment Practice Group, resident in the Firm's Wilmington office. He is admitted to the bar of the State of Delaware. Mr. Underwood will support Ms. Petrov in research, drafting, and document review, with a particular focus on Delaware-specific labor and employment law issues arising in connection with the PERB matter. Mr. Underwood's proximity to the PERB offices in Wilmington will also facilitate in-person filings and hearing attendance as needed.

2.2 Staffing Changes

In accordance with the requirements of WET's Outside Counsel Guidelines & Billing Policies, Version 4.2, effective July 1, 2025 (the "OGG"), C&H will obtain prior written approval from WET's General Counsel before assigning any new timekeeper (whether partner, associate, or of counsel) to this engagement. Such approval requests will include the proposed timekeeper's name, position, relevant experience, bar admissions, and proposed billing rate.

C&H may utilize support staff, including paralegals and litigation support specialists, as reasonably needed to effectively and efficiently service this engagement. All such support personnel who perform billable work on this engagement will be identified to WET's General Counsel and will be billed at the rates set forth in a supplemental rate schedule to be provided to WET within fifteen (15) days of the execution of this Letter. The rates for support staff will comply with the applicable rate caps and guidelines set forth in the OGG.

3. Fees and Billing

3.1 Fee Arrangement

Fees for legal services rendered by C&H in connection with this engagement will be charged on an hourly basis at the following negotiated rates. The negotiated rates set forth below reflect discounts from C&H's standard rates for calendar year 2026, as indicated in the table below:

The negotiated rates set forth in the table above are consistent with, and do not exceed, the rate caps established in the OGG, which currently provide for a partner rate cap of $725.00 per hour and an associate rate cap of $450.00 per hour. C&H acknowledges that these rate caps are subject to annual review by WET's General Counsel and that any future rate adjustments proposed by C&H will be subject to WET's prior written approval.

Based on the anticipated allocation of hours among the engagement team members — with Miriam Calloway expected to account for approximately 10% of total engagement hours, Joel Strauss expected to account for approximately 10% of total engagement hours, Nadia Petrov expected to account for approximately 45% of total engagement hours, and James Underwood expected to account for approximately 35% of total engagement hours — the blended effective hourly rate for this engagement is estimated at approximately $476.50 per hour. This blended rate estimate is provided for informational and budgeting purposes only and does not constitute a guarantee or cap on the actual blended rate, which will depend on the actual allocation of work among timekeepers over the course of the engagement.

Rates for paralegals and litigation support staff will be set forth in a supplemental rate schedule, which C&H will deliver to WET's General Counsel within fifteen (15) days of the execution of this Letter. All rates for support staff will be subject to the applicable requirements and rate caps set forth in the OGG.

3.2 Annual Fee Budget

WET has established an annual budget of Three Hundred Fifty Thousand Dollars ($350,000.00) for Year 1 of this engagement (the "Year 1 Budget"). Based on preliminary analysis of the scope of the work anticipated, the Year 1 Budget is allocated as follows:

• Advisory Phase (including multi-state compliance advisory and pre-litigation counseling under workstreams (b) and (c)): Estimated budget of $75,000.00 to $100,000.00.

• Litigation Phase (including the PERB unfair labor practice defense under workstream (a) and defense of individual claims, if and when such claims are formally asserted): Estimated budget of $200,000.00 to $275,000.00.

The foregoing budget allocation estimates are provided for planning purposes and may be adjusted by mutual agreement of the parties based on the actual progression of the matters. However, the total fees billed by C&H for Year 1 of this engagement shall not exceed the Year 1 Budget of $350,000.00 absent prior written approval from Priya Anand-Desai, General Counsel of WET. In the event that C&H anticipates that aggregate fees may approach or exceed the Year 1 Budget, C&H will promptly notify WET's General Counsel and provide a revised estimate and budget justification.

C&H will provide quarterly budget-to-actual reports to WET's General Counsel, delivered within thirty (30) days following the end of each calendar quarter. Each quarterly report will include a summary of fees and expenses incurred during the quarter, cumulative fees and expenses incurred to date, a comparison of actual spend against the Year 1 Budget, and a forward-looking estimate of anticipated fees and expenses for the remainder of the budget period.

3.3 Initial Retainer

Upon execution of this Letter, WET shall pay an initial retainer of Twenty-Five Thousand Dollars ($25,000.00) to C&H (the "Retainer"). The Retainer will be deposited into and held in C&H's client trust account (IOLTA account) in accordance with the applicable rules of professional conduct governing attorney trust accounts in the State of Delaware and the Commonwealth of Pennsylvania. The Retainer will be applied against the final invoice rendered in connection with this engagement, whether upon the conclusion of the engagement or upon its earlier termination.

The Retainer does not limit or reduce WET's obligation to pay invoices as they are rendered during the pendency of this engagement. The Retainer is not an estimate of the total fees for the engagement and should not be construed as such. If the Retainer exceeds the amount of the final invoice, the excess will be returned to WET promptly following the conclusion or termination of the engagement.

3.4 Billing and Payment

C&H will submit invoices to WET in Legal Electronic Data Exchange Standard ("LEDES") 1998B format, in accordance with the requirements of the OGG. C&H will deliver invoices electronically to the billing contact designated by WET's General Counsel.

Invoices will be submitted within thirty (30) days following the end of each calendar month in which services are rendered, consistent with the invoice submission timeline set forth in the OGG. Each invoice will contain sufficient detail to enable WET to assess the reasonableness of the fees charged, including, at a minimum, the following information for each billing entry: (i) the date on which the service was performed; (ii) the identity of the timekeeper who performed the service; (iii) the time spent on the service, recorded in increments of one-tenth (0.1) of an hour; and (iv) a narrative description of the services rendered that is sufficiently detailed to permit WET to evaluate the nature, scope, and necessity of the work performed.

Payment of each invoice is due within thirty (30) calendar days following the date of the invoice (Net 30 days). Payments shall be made by wire transfer or check to the account designated on the invoice.

If WET disputes any portion of an invoice in good faith, WET shall notify C&H of the dispute in writing within thirty (30) days of WET's receipt of the invoice. Such notice shall specify the nature and amount of the disputed charges with reasonable particularity. The undisputed portion of any such invoice shall remain due and payable in accordance with the standard payment terms set forth above. The parties will use good faith efforts to resolve any billing disputes promptly.

4. Expenses and Disbursements

4.1 Reimbursable Expenses

In addition to fees for professional services, WET will reimburse C&H for reasonable out-of-pocket expenses and disbursements incurred by C&H in connection with this engagement. Reimbursable expenses include, but are not limited to, the following categories:

(i) Filing fees and service of process charges;

(ii) Court reporter charges, transcript fees, and deposition-related costs;

(iii) Expert witness fees and costs, provided that the engagement of any expert witness shall be subject to prior written approval by WET's General Counsel;

(iv) Travel costs, subject to the travel policy set forth in Section 4.2 below;

(v) Photocopying and printing charges, at rates not to exceed $0.15 per page for black-and-white copies and $0.50 per page for color copies;

(vi) Electronic legal research charges (e.g., Westmark Data Systems, Calderon Systems+, Cascade Services Inc.); and

(vii) Postage, overnight delivery, and messenger charges.

All expenses will be itemized on each monthly invoice with sufficient detail to permit WET to evaluate the nature and reasonableness of each charge. C&H will not mark up or add administrative surcharges to any reimbursable expense.

4.2 Travel Policy

In accordance with the OGG, reimbursable travel expenses are subject to the following limitations:

(i) Air travel shall be reimbursed at coach-class (economy) rates only;

(ii) Hotel accommodations shall be reimbursed at a rate not to exceed Two Hundred Twenty-Five Dollars ($225.00) per night;

(iii) Ground transportation, meals, and incidental travel expenses shall be reimbursable at actual cost, subject to reasonableness.

C&H will use commercially reasonable efforts to minimize travel expenses, including by conducting meetings and conferences by video or telephone when feasible, consolidating in-person attendance at hearings and depositions where practicable, and booking travel arrangements in advance to obtain favorable rates. Any anticipated travel expense that is expected to exceed One Thousand Dollars ($1,000.00) in the aggregate for a single trip will be communicated to WET's General Counsel in advance.

5. Outside Counsel Guidelines

C&H acknowledges receipt of WET's Outside Counsel Guidelines & Billing Policies, Version 4.2, effective July 1, 2025 (the "OGG"). C&H has reviewed the OGG in its entirety and agrees to comply with the OGG in all material respects throughout the term of this engagement. C&H's compliance obligations under the OGG include, but are not limited to, the following:

(i) Adherence to the rate caps established in the OGG (currently $725.00 per hour for partners and $450.00 per hour for associates);

(ii) Submission of invoices in LEDES 1998B format;

(iii) Delivery of invoices within thirty (30) days following the end of each calendar month;

(iv) Obtaining prior written approval from WET's General Counsel before assigning any new timekeeper to the engagement;

(v) Compliance with the travel expense limitations set forth in the OGG;

(vi) Adherence to the OGG's document retention requirements; and

(vii) Compliance with the OGG's data security and information protection standards.

In addition, C&H will provide semi-annual diversity staffing reports to WET's General Counsel, as required by the OGG, detailing the demographic composition of the C&H attorneys and staff assigned to this engagement.

To the extent that any provision of this Letter conflicts with any provision of the OGG, the parties agree to confer in good faith to resolve such conflict. In the absence of a mutually agreed resolution, the OGG shall govern with respect to billing, expense, and administrative matters, and this Letter shall govern with respect to the scope of the representation and other legal matters.

6. Data Protection and Confidentiality

6.1 Confidentiality. C&H will maintain the confidentiality of all information received from or on behalf of WET in connection with this engagement, in accordance with the applicable rules of professional conduct governing the attorney-client relationship — including, without limitation, Rule 1.6 of the Delaware Lawyers' Rules of Professional Conduct and Rule 1.6 of the Pennsylvania Rules of Professional Conduct — and the terms of this Letter. C&H will not disclose any WET confidential information to any third party without WET's prior written consent, except as required by law, court order, or applicable ethical obligations, or as reasonably necessary to carry out the purposes of this engagement.

6.2 FERPA Compliance and Data Protection Addendum

The parties acknowledge that, in the course of this engagement, C&H personnel may encounter student education records and other personally identifiable information that is protected under the Family Educational Rights and Privacy Act, 20 U.S.C. § 1232g, and its implementing regulations at 34 C.F.R. Part 99 ("FERPA"). Because WET receives federal funding and is subject to FERPA's requirements, and because C&H is functioning as a contractor or agent of WET for purposes of this engagement, C&H agrees to handle, store, transmit, and ultimately return or destroy any FERPA-protected information in strict accordance with FERPA requirements and the data security standards set forth in the OGG.

Concurrently with the execution of this Letter, the parties will execute a Data Protection Addendum (the "DPA"), which is attached hereto as Exhibit A. The DPA sets forth detailed protocols and requirements governing the following matters, among others:

(i) Encryption standards for data at rest and data in transit;

(ii) Access controls and role-based permissions for C&H personnel who may access WET data;

(iii) Incident response and breach notification procedures, including timelines for notifying WET of any actual or suspected data breach;

(iv) Data return and destruction obligations upon the conclusion or termination of the engagement; and

(v) Audit rights and compliance verification mechanisms.

C&H's Chief Information Security Officer, Patricia Hwang, has reviewed the data protection requirements set forth in the OGG and the DPA and has confirmed that C&H's information security infrastructure, policies, and procedures are sufficient to comply with all such requirements. Ms. Hwang will serve as C&H's point of contact for any data security inquiries from WET during the term of this engagement.

7. Conflicts of Interest

7.1 Conflicts Check

C&H has conducted a comprehensive conflicts check in connection with the proposed engagement of WET. The conflicts check encompassed all current and former clients of C&H and their known affiliates, as well as known adverse parties and their counsel, across all C&H offices.

The conflicts check identified a prior representation by C&H of Thornfield Academy of Sciences, Inc. ("Thornfield"), a Pennsylvania nonprofit corporation. Thornfield was formerly affiliated with WET through a Joint Educational Services Agreement dated September 1, 2018, pursuant to which WET and Thornfield shared certain administrative services and educational resources. Thornfield formally severed its affiliation with WET effective June 30, 2022, and Thornfield is now an independent entity. We understand that Thornfield may hold interests adverse to WET in matters related to the Faculty Restructuring, including potential claims by former educators who were jointly employed or shared between the two organizations during the period of affiliation.

C&H's Wilmington office represented Thornfield in a governance dispute before the Delaware Court of Chancery, captioned In re Thornfield Academy of Sciences, Inc., Case No. 2023-0847-SG. That representation commenced in March 2023 and concluded in August 2024 with the entry of a consent order dated August 9, 2024. The lead partner on the Thornfield matter was Conrad Ashworth of C&H's Corporate & Governance group in the Wilmington office.

There is no current engagement between C&H and Thornfield. The Thornfield representation is fully concluded, and no active matter, retainer, or ongoing advisory relationship exists between C&H and Thornfield as of the date of this Letter.

7.2 Conflict Waiver and Ethical Screen

In light of the prior Thornfield representation, C&H has taken the following steps to address any potential conflict of interest:

Waiver from Thornfield. Thornfield's General Counsel, Seamus O'Halloran, Esq., has provided a written waiver, dated January 28, 2026, in which Thornfield consents to C&H's representation of WET in connection with the matters described in this Letter and waives any objection to such representation based on C&H's prior representation of Thornfield. A copy of the Thornfield waiver is maintained in C&H's conflicts files and is available for WET's review upon request.

Confirmation of No Material Confidential Information. Conrad Ashworth, the lead partner on the former Thornfield engagement, has confirmed in writing to C&H's General Counsel that no confidential information obtained during the course of the Thornfield representation is material to the proposed WET engagement or to any of the matters described in Section 1.2 of this Letter.

Ethical Screen. C&H has implemented a formal ethical screen (also known as an "ethical wall" or "information barrier") in accordance with the applicable rules of professional conduct. The ethical screen isolates Conrad Ashworth and all former associates who worked on the Thornfield matter — specifically, Lydia Chen and Marcos Rivera, both of whom have since departed the Firm — from all aspects of the WET engagement. The screen includes the following elements: (i) electronic access restrictions preventing screened personnel from accessing any WET engagement files, documents, or communications; (ii) physical notice of the screen posted in the engagement management system; and (iii) written acknowledgment by Conrad Ashworth of his obligations under the screen. Because Lydia Chen and Marcos Rivera are no longer employed by C&H, the screen with respect to those individuals is noted for completeness but does not require active maintenance.

No Conflicts with Adverse Parties. The conflicts check identified no conflicts with respect to Veltrano Federation of Educators, Local 1147 or its counsel, Feinberg, Adler & Ross LLP (including Rachel Feinberg), nor with respect to any other known adverse party in the matters described in this Letter.

7.3 Advance Waiver (Future Conflicts)

WET acknowledges that C&H is a full-service law firm that represents numerous clients in a range matters. WET agrees that C&H may continue to represent, and may in the future undertake to represent, other clients in matters that are not substantially related to the WET engagement, even if such clients' interests may be generally adverse to WET's interests in unrelated matters, provided that (i) such representation does not involve direct adversity to WET in any pending or reasonably anticipated matter, and (ii) C&H does not use any of WET's confidential information in connection with such other representation.

Notwithstanding the foregoing, if C&H identifies any future matter in which C&H's representation of another client would be directly adverse to WET — including, without limitation, any matter in which a current C&H client asserts claims against WET or in which WET asserts claims against a current C&H client — C&H will promptly disclose such conflict to WET and will not proceed with the adverse representation without WET's prior informed written consent, provided in accordance with the applicable rules of professional conduct.

8. Document Retention

Upon the conclusion or termination of this engagement, C&H will retain all client files, work product, correspondence, and related materials in accordance with C&H's standard document retention policy. Under C&H's current policy, engagement materials are retained for a period of ten (10) years following the closure of the matter. This retention period exceeds the seven (7) year post-matter retention period required by the OGG, and accordingly, C&H's compliance with its own retention policy will satisfy the OGG's retention requirements.

Upon written request from WET's General Counsel at any time during or after the engagement, C&H will return original client documents — including original contracts, correspondence, and other materials provided to C&H by WET — to WET. C&H will retain copies of such materials for its own files, subject to the retention period described above.

Following the expiration of the applicable retention period, C&H may dispose of engagement files and materials in accordance with C&H's standard disposition policy, which includes secure destruction of paper documents and secure deletion of electronic files. Prior to any such disposition, C&H will make reasonable efforts to notify WET's General Counsel (or such successor contact as WET may designate) and provide WET with an opportunity to request the return of any materials prior to their destruction. In the event that WET provides alternate instructions regarding the retention or disposition of engagement materials, C&H will follow such instructions to the extent reasonably practicable.

9. Insurance Coordination

WET has informed C&H that WET maintains an Employment Practices Liability Insurance ("EPLI") policy issued by Pinnacle Risk Underwriters, Inc. The relevant policy details are as follows:

• Carrier: Pinnacle Risk Underwriters, Inc.

• Policy Number: PRU-EPLI-2025-44872

• Coverage Period: July 1, 2025 through June 30, 2026

• Coverage Limits: $5,000,000.00 per claim / $10,000,000.00 aggregate

• Self-Insured Retention ("SIR"): $150,000.00 per claim

WET has indicated its intention to tender the PERB unfair labor practice matter (Case No. PERB-2026-ULP-0041) and any individual wrongful-termination or employment-related claims arising from the Faculty Restructuring under the EPLI policy. C&H will cooperate with WET in providing such information and documentation as Pinnacle Risk Underwriters may reasonably require in connection with the tender and coverage determination process.

In the event that coverage is confirmed by Pinnacle Risk Underwriters and the carrier appoints panel counsel to participate in or manage the defense of any covered claim, C&H will coordinate with such panel counsel as directed by WET's General Counsel. C&H and WET will establish a coordination protocol designed to avoid duplication of effort, preserve the attorney-client privilege and work-product protections, and ensure that WET's strategic interests are effectively represented.

Fees and expenses incurred by C&H that fall within the self-insured retention amount for any particular claim, or that relate to matters or portions of matters not covered by the EPLI policy, shall be billed to WET at the negotiated rates set forth in Section 3.1 of this Letter and in accordance with the billing and payment terms set forth in Sections 3.4 and 4 of this Letter.

10. Communication and Reporting

The primary client contact for this engagement is Priya Anand-Desai, General Counsel, Wyndmere Education Trust. All material communications, strategic recommendations, legal memoranda, and engagement-related correspondence from C&H shall be directed to Ms. Anand-Desai in the first instance, unless Ms. Anand-Desai designates an alternative contact in writing.

C&H will keep WET's General Counsel, and, as appropriate, WET's Chief Human Resources Officer, Tobias Engstrom, regularly informed of material developments in the matters encompassed by this engagement. Regular updates will be provided through a combination of periodic status calls, written status reports, and ad hoc communications as warranted by the pace and nature of developments in the various workstreams.

Quarterly budget-to-actual reports will be delivered to WET's General Counsel within thirty (30) days following the end of each calendar quarter, as described in Section 3.2 of this Letter.

Material strategic decisions requiring WET's authorization shall be submitted to WET's General Counsel for prior approval before C&H takes action. Such decisions include, without limitation, the following:

(i) Settlement proposals, counteroffers, and the exercise of any settlement authority;

(ii) The filing of dispositive motions or other significant motion practice;

(iii) The engagement of expert witnesses, consultants, or other third-party service providers;

(iv) Decisions regarding appeal of any adverse ruling or determination; and

(v) Any other strategic decision that, in C&H's professional judgment, could have a material impact on the outcome, cost, or public profile of the matters encompassed by this engagement.

11. Governing Law

This Letter, and the attorney-client relationship between C&H and WET established hereby, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflicts-of-law principles. The parties further agree that any disputes arising under or in connection with this Letter shall be submitted to the exclusive jurisdiction of the courts of the State of Delaware sitting in New Castle County, or, if federal jurisdiction exists, the United States District Court for the District of Delaware.

12. Termination

Either party may terminate this engagement upon thirty (30) days' prior written notice to the other party, delivered in accordance with Section 14.5 of this Letter. Such termination right is subject to the following conditions and qualifications:

(i) Termination by either party is subject at all times to the applicable rules of professional conduct, including, without limitation, C&H's obligation to take reasonable steps to protect WET's interests upon withdrawal from the representation, such as providing reasonable notice, allowing time for employment of other counsel, surrendering papers and property to which WET is entitled, and refunding any advance payment of fee or expense that has not been earned or incurred.

(ii) If any litigation, arbitration, administrative proceeding, or other contested matter is pending before any court, tribunal, or agency at the time of termination, C&H's withdrawal from such matter is subject to the approval of the applicable court, tribunal, or agency, and C&H will continue to represent WET in such matter until such approval is obtained or until successor counsel has entered an appearance on WET's behalf, whichever occurs first.

(iii) Upon termination, WET shall remain responsible for payment of all fees and expenses properly incurred by C&H through the effective date of termination, in accordance with the billing and payment terms set forth in this Letter.

(iv) The initial Retainer described in Section 3.3 shall be applied against the final invoice rendered by C&H following the termination or conclusion of this engagement, with any excess returned to WET.

13. Limitation of Liability

To the fullest extent permitted by applicable law and the rules of professional conduct, C&H's aggregate liability to WET arising out of or related to this engagement — whether based in contract, tort (including negligence), statute, or any other legal theory — shall not exceed the total amount of fees actually paid by WET to C&H for services rendered in connection with this engagement. This limitation of liability shall not apply in cases of C&H's willful misconduct or gross negligence.

Each party hereby waives, to the fullest extent permitted by applicable law, any claim against the other party for consequential, indirect, incidental, special, exemplary, or punitive damages arising out of or related to this engagement, regardless of whether such damages were foreseeable and regardless of whether either party has been advised of the possibility of such damages. This mutual waiver shall survive the termination or expiration of this engagement.

14. Miscellaneous Provisions

14.1 Entire Agreement

This Letter, together with Exhibit A (Data Protection Addendum) attached hereto and the OGG (which is incorporated herein by reference), constitutes the entire agreement between C&H and WET with respect to the subject matter of this engagement. This Letter supersedes all prior and contemporaneous discussions, negotiations, understandings, and agreements, whether written or oral, between the parties relating to the engagement described herein.

14.2 Amendments. No amendment, modification, supplement, or waiver of any provision of this Letter shall be effective unless set forth in a writing signed by authorized representatives of both C&H and WET. No course of dealing or delay in exercising any right under this Letter shall operate as a waiver of such right.

14.3 Assignment. Neither party may assign or transfer this Letter, or any of its rights or obligations hereunder, to any third party without the prior written consent of the other party. Any purported assignment in violation of this provision shall be void and of no force or effect. Notwithstanding the foregoing, this Letter shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

14.4 Counterparts and Electronic Signatures

This Letter may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Letter by electronic mail (including PDF), facsimile, or other electronic transmission shall be equally effective as delivery of a manually executed counterpart. Electronic signatures (including signatures transmitted via DocuSign or similar electronic signature platforms) shall have the same legal force and effect as original handwritten signatures.

14.5 Notices. All notices, requests, demands, consents, and other communications required or permitted under this Letter shall be in writing and shall be deemed duly given when (i) delivered personally, (ii) sent by certified or registered mail, return receipt requested, postage prepaid, (iii) sent by a nationally recognized overnight delivery service, or (iv) transmitted by electronic mail with confirmation of receipt, addressed as follows:

If to WET:

Priya Anand-Desai, Esq. General Counsel Wyndmere Education Trust 1400 Brandywine Boulevard, Suite 300 Wilmington, DE 19801

Email: panand-desai@wyndmeretrust.org

If to C&H:

Miriam Calloway, Esq. Partner Calderwood & Harkness LLP 600 Market Street, Suite 4200 Philadelphia, PA 19106

Email: mcalloway@calderwoodharkness.com

Either party may change its address for purposes of this Section by providing written notice to the other party in accordance with the procedures set forth above.

15. Acknowledgment and Acceptance

We are pleased at the prospect of representing Wyndmere Education Trust in these important matters and are confident that C&H's experience, resources, and commitment to excellence will serve WET well. We look forward to working closely with you and your team.

If the foregoing terms and conditions are acceptable, please indicate WET's acceptance by executing this Letter in the space provided below and returning a signed copy (by original, scanned copy, or electronic signature) to the undersigned by no later than February 21, 2026. Upon execution by both parties, this Letter shall constitute a binding agreement between C&H and WET. WET's execution and return of this Letter shall also authorize C&H to commence work on the matters described herein, including the preparation of the PERB answer due March 10, 2026.

If you have any questions regarding the terms of this Letter or any aspect of the proposed engagement, please do not hesitate to contact Miriam Calloway at (215) 940-7142 or mcalloway@calderwoodharkness.com.

We value the trust you have placed in our Firm and look forward to a productive and collaborative working relationship.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Miriam Calloway

Title: Partner

Date: ________

ACCEPTED AND AGREED:

WYNDMERE EDUCATION TRUST

By: ________

Name: Priya Anand-Desai

Title: General Counsel

Date: ________

Exhibit A — Data Protection Addendum (attached separately)

Timekeeper	Role	Standard 2026 Rate	Negotiated Rate	discount
Miriam Calloway	Responsible Partner	$895/hr	$710/hr	$185/hr (20.7%)
Joel Strauss	Billing Partner	$850/hr	$710/hr	$140/hr (16.5%)
Nadia Petrov	Lead Associate	$525/hr	$440/hr	$85/hr (16.2%)
James Underwood	Working Associate	$415/hr	$390/hr	$25/hr (6.0%)

CALDERWOOD & HARKNESS LLP Attorneys at Law
600 Market Street, Suite 4200 Philadelphia, PA 19106
New York | Washington, D.C. | Wilmington | Boston
Telephone: (215) 940-7000 | Facsimile: (215) 940-7001 www.calderwoodharkness.com
February 10, 2026
VIA EMAIL AND FIRST CLASS MAIL
Priya Anand-Desai, Esq. General Counsel Wyndmere Education Trust 1400 Brandywine Boulevard, Suite 300 Wilmington, DE 19801
Re: Engagement of Calderwood & Harkness LLP by Wyndmere Education Trust — Employment Law Advisory and Litigation Matters Arising from Faculty Restructuring
C&H Matter No.: 1040-00001 C&H Client No.: C-88214
Dear Ms. Anand-Desai:
We appreciate the opportunity to represent Wyndmere Education Trust ("WET" or the "Client"), a Delaware nonprofit corporation exempt from federal income taxation under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (EIN 84-3291076). This engagement letter (this "Letter") sets forth the terms and conditions under which Calderwood & Harkness LLP ("C&H" or the "Firm") will provide legal services to WET. This engagement shall be effective as of February 10, 2026.
As we understand, WET operates a network of twelve public charter schools across the States of Delaware, Pennsylvania, and New Jersey, serving approximately 8,400 students in grades K through 12. WET is governed by a Board of Trustees and employs a central administrative team and approximately 620 full-time educators and support staff across its network. We acknowledge that WET's employment-law representation was previously handled by Kessler & Montague LLP and that Kessler & Montague's representation of WET ceased effective December 31, 2025. We are honored that WET has selected C&H to succeed Kessler & Montague in this capacity with respect to the matters described herein, and we are committed to providing WET with the highest quality of legal counsel and representation.
The purpose of this Letter is to confirm the scope of our representation, the composition of the engagement team, the financial terms of our engagement, and the mutual obligations that will govern the attorney-client relationship between C&H and WET. We ask that you review this Letter carefully and contact us with any questions prior to execution. The specific terms of our engagement are as follows:
1. Scope of Representation
1.1 General Description
C&H is engaged to provide employment-law advisory services and litigation representation in connection with matters arising from WET's faculty restructuring plan, which was announced by WET's Superintendent, Dr. Eleanor Marchand, on January 6, 2026 (the "Faculty Restructuring" or the "Restructuring"). The Faculty Restructuring involves the elimination of forty-seven (47) full-time teaching positions across six WET charter schools, comprising twenty-eight (28) positions in the State of Delaware, eleven (11) positions in the Commonwealth of Pennsylvania, and eight (8) positions in the State of New Jersey, with all position eliminations to take effect for the 2026–2027 school year. The representation encompasses the advisory, compliance, and litigation workstreams described in Section 1.2 below.
1.2 Specific Workstreams
The engagement encompasses the following specific workstreams, each of which may generate distinct work product, billing entries, and strategic considerations:
(a) Unfair Labor Practice Charge Defense. C&H will undertake the defense of the unfair labor practice ("ULP") charge filed by the Veltrano Federation of Educators, Local 1147 ("RFE Local 1147") before the Delaware Public Employment Relations Board ("PERB"), docketed as Case No. PERB-2026-ULP-0041 and filed on February 3, 2026. The ULP charge alleges that WET failed to bargain in good faith over the impact of the Faculty Restructuring on unionized educators in violation of the Delaware Public School Employment Relations Act, 14 Del. C. § 4001 et seq. We note that the PERB answer to the ULP charge is due on or before March 10, 2026, which is thirty (30) calendar days from the date of the charge, and we will prioritize the preparation and timely filing of that answer as an immediate deliverable under this engagement.
For background purposes, RFE Local 1147 represents approximately 340 unionized educators across five of WET's charter schools located in Delaware. RFE Local 1147 is represented in this matter by the law firm of Feinberg, Adler & Ross LLP, with Rachel Feinberg serving as the lead partner. We have already begun our analysis of the collective bargaining agreements between WET and RFE Local 1147, the management-rights provisions therein, and the relevant PERB precedent governing the scope of the duty to bargain over the effects of staffing decisions made by charter school management.
(b) Multi-State Employment Law Compliance Advisory. C&H will provide advisory services regarding WET's compliance with the employment laws of Delaware, Pennsylvania, and New Jersey as they relate to the Faculty Restructuring. This workstream will include, without limitation, analysis of the applicability and requirements of the federal Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2101 et seq. (the "WARN Act"), and applicable state-law equivalents, including the New Jersey Millville Dallas Airmotive Plant Job Loss Notification Act, N.J.S.A. § 34:21-1 et seq., and such analogous provisions as may apply under Pennsylvania and Delaware law. This workstream will also encompass advice regarding severance agreement drafting, compliance with the Older Workers Benefit Protection Act requirements for group termination programs, anti-discrimination obligations under applicable federal and state statutes, and the proper handling of any benefit continuation obligations arising under the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) and state continuation coverage laws.
(c) Defense of Individual Claims. C&H will undertake the defense of anticipated individual wrongful-termination, discrimination, or retaliation claims from affected faculty members arising from the Faculty Restructuring. We note that, as of the date of this Letter, WET has received two (2) formal demand letters from former faculty members — dated January 22, 2026 and January 29, 2026, respectively — each asserting potential claims related to the Restructuring. In addition, WET has identified eight (8) former faculty members who have either retained individual counsel or are actively seeking individual counsel in connection with potential claims. C&H will work with WET to develop a centralized defense strategy for these anticipated claims, including the preparation of standard response templates, the coordination of document preservation and collection efforts, and the assessment of potential pre-litigation resolution opportunities.
1.3 Limitations on Scope
The scope of this engagement is expressly limited to the matters described in Sections 1.1 and 1.2 above. The engagement does not include, and C&H is not being retained to provide, the following categories of legal services:
(i) Board-level governance advice, including advice regarding fiduciary duties of WET's Board of Trustees, board composition, or board meeting procedures;
(ii) Tax-exemption matters, including advice regarding WET's Section 501(c)(3) status, unrelated business income, or any filings with the Internal Revenue Service or state tax authorities;
(iii) Real estate matters, including lease negotiations, facilities acquisitions, or zoning and land-use matters affecting WET's charter school campuses;
(iv) Any other legal matter unrelated to the Faculty Restructuring, unless separately authorized in a writing signed by WET's General Counsel.
Furthermore, this engagement does not include representation of any WET officer, director, trustee, or employee in their individual capacity. Should individual representation of any such person become necessary or advisable in connection with the matters described herein, C&H and WET will negotiate and execute a separate engagement letter addressing the terms of any such individual representation, including any applicable conflict analysis.
The parties further acknowledge that if defense costs associated with any individual claim are covered under WET's employment practices liability insurance policy (as described in Section 9 below), the applicable insurance carrier may appoint panel counsel to manage or participate in the defense of such claim. In that event, C&H may need to coordinate its efforts with carrier-appointed panel counsel. Any such coordination arrangement will be discussed with WET's General Counsel in advance and will be structured to preserve WET's interests, the attorney-client privilege, and the work-product doctrine to the fullest extent permitted by law.
2. Engagement Team and Staffing
2.1 Team Members
C&H has assembled an engagement team with deep experience in labor and employment law, charter school operations, and multi-state compliance matters. The members of the engagement team, their respective roles, and their relevant qualifications are as follows:
Miriam Calloway — Responsible Partner. Ms. Calloway is a partner in C&H's Healthcare & Life Sciences Practice Group, resident in the Firm's Philadelphia office. She is admitted to the bars of the State of Delaware and the Commonwealth of Pennsylvania. Ms. Calloway will serve as the primary client relationship partner for this engagement and is the authorized signatory on behalf of C&H for this Letter and all related engagement documents. Ms. Calloway has more than twenty years of experience representing nonprofit educational institutions and healthcare organizations in employment law matters, including collective bargaining disputes, regulatory investigations, and employment litigation. She will maintain overall strategic oversight of the engagement and serve as WET's primary point of contact at the partner level.
Joel Strauss — Billing Partner. Mr. Strauss is a partner in C&H's Healthcare & Life Sciences Practice Group, also resident in the Firm's Philadelphia office. He is admitted to the bar of the Commonwealth of Pennsylvania. Mr. Strauss will serve as the billing partner for this engagement and will be responsible for billing administration, fee budgeting, and the preparation and delivery of quarterly budget-to-actual reports to WET's General Counsel. Mr. Strauss brings significant experience in managing complex, multi-workstream engagements for institutional nonprofit clients and will ensure that the Firm's billing practices remain in strict compliance with the terms of this Letter and WET's Outside Counsel Guidelines.
Nadia Petrov — Lead Associate. Ms. Petrov is a fifth-year associate in C&H's Labor & Employment Practice Group, resident in the Firm's Philadelphia office. She is admitted to the bars of the Commonwealth of Pennsylvania and the State of New Jersey. Ms. Petrov will handle day-to-day case management across all workstreams, serve as the primary drafter for the PERB answer and related filings, coordinate document collection and review, and serve as the primary point of contact for routine communications with WET's in-house legal team. Ms. Petrov has extensive experience in public-sector labor relations and has previously represented charter school operators before PERB and the Pennsylvania Labor Relations Board.
James Underwood — Working Associate. Mr. Underwood is a third-year associate in C&H's Labor & Employment Practice Group, resident in the Firm's Wilmington office. He is admitted to the bar of the State of Delaware. Mr. Underwood will support Ms. Petrov in research, drafting, and document review, with a particular focus on Delaware-specific labor and employment law issues arising in connection with the PERB matter. Mr. Underwood's proximity to the PERB offices in Wilmington will also facilitate in-person filings and hearing attendance as needed.
2.2 Staffing Changes
In accordance with the requirements of WET's Outside Counsel Guidelines & Billing Policies, Version 4.2, effective July 1, 2025 (the "OGG"), C&H will obtain prior written approval from WET's General Counsel before assigning any new timekeeper (whether partner, associate, or of counsel) to this engagement. Such approval requests will include the proposed timekeeper's name, position, relevant experience, bar admissions, and proposed billing rate.
C&H may utilize support staff, including paralegals and litigation support specialists, as reasonably needed to effectively and efficiently service this engagement. All such support personnel who perform billable work on this engagement will be identified to WET's General Counsel and will be billed at the rates set forth in a supplemental rate schedule to be provided to WET within fifteen (15) days of the execution of this Letter. The rates for support staff will comply with the applicable rate caps and guidelines set forth in the OGG.
3. Fees and Billing
3.1 Fee Arrangement
Fees for legal services rendered by C&H in connection with this engagement will be charged on an hourly basis at the following negotiated rates. The negotiated rates set forth below reflect discounts from C&H's standard rates for calendar year 2026, as indicated in the table below:
The negotiated rates set forth in the table above are consistent with, and do not exceed, the rate caps established in the OGG, which currently provide for a partner rate cap of $725.00 per hour and an associate rate cap of $450.00 per hour. C&H acknowledges that these rate caps are subject to annual review by WET's General Counsel and that any future rate adjustments proposed by C&H will be subject to WET's prior written approval.
Based on the anticipated allocation of hours among the engagement team members — with Miriam Calloway expected to account for approximately 10% of total engagement hours, Joel Strauss expected to account for approximately 10% of total engagement hours, Nadia Petrov expected to account for approximately 45% of total engagement hours, and James Underwood expected to account for approximately 35% of total engagement hours — the blended effective hourly rate for this engagement is estimated at approximately $476.50 per hour. This blended rate estimate is provided for informational and budgeting purposes only and does not constitute a guarantee or cap on the actual blended rate, which will depend on the actual allocation of work among timekeepers over the course of the engagement.
Rates for paralegals and litigation support staff will be set forth in a supplemental rate schedule, which C&H will deliver to WET's General Counsel within fifteen (15) days of the execution of this Letter. All rates for support staff will be subject to the applicable requirements and rate caps set forth in the OGG.
3.2 Annual Fee Budget
WET has established an annual budget of Three Hundred Fifty Thousand Dollars ($350,000.00) for Year 1 of this engagement (the "Year 1 Budget"). Based on preliminary analysis of the scope of the work anticipated, the Year 1 Budget is allocated as follows:
•  Advisory Phase (including multi-state compliance advisory and pre-litigation counseling under workstreams (b) and (c)): Estimated budget of $75,000.00 to $100,000.00.
•  Litigation Phase (including the PERB unfair labor practice defense under workstream (a) and defense of individual claims, if and when such claims are formally asserted): Estimated budget of $200,000.00 to $275,000.00.
The foregoing budget allocation estimates are provided for planning purposes and may be adjusted by mutual agreement of the parties based on the actual progression of the matters. However, the total fees billed by C&H for Year 1 of this engagement shall not exceed the Year 1 Budget of $350,000.00 absent prior written approval from Priya Anand-Desai, General Counsel of WET. In the event that C&H anticipates that aggregate fees may approach or exceed the Year 1 Budget, C&H will promptly notify WET's General Counsel and provide a revised estimate and budget justification.
C&H will provide quarterly budget-to-actual reports to WET's General Counsel, delivered within thirty (30) days following the end of each calendar quarter. Each quarterly report will include a summary of fees and expenses incurred during the quarter, cumulative fees and expenses incurred to date, a comparison of actual spend against the Year 1 Budget, and a forward-looking estimate of anticipated fees and expenses for the remainder of the budget period.
3.3 Initial Retainer
Upon execution of this Letter, WET shall pay an initial retainer of Twenty-Five Thousand Dollars ($25,000.00) to C&H (the "Retainer"). The Retainer will be deposited into and held in C&H's client trust account (IOLTA account) in accordance with the applicable rules of professional conduct governing attorney trust accounts in the State of Delaware and the Commonwealth of Pennsylvania. The Retainer will be applied against the final invoice rendered in connection with this engagement, whether upon the conclusion of the engagement or upon its earlier termination.
The Retainer does not limit or reduce WET's obligation to pay invoices as they are rendered during the pendency of this engagement. The Retainer is not an estimate of the total fees for the engagement and should not be construed as such. If the Retainer exceeds the amount of the final invoice, the excess will be returned to WET promptly following the conclusion or termination of the engagement.
3.4 Billing and Payment
C&H will submit invoices to WET in Legal Electronic Data Exchange Standard ("LEDES") 1998B format, in accordance with the requirements of the OGG. C&H will deliver invoices electronically to the billing contact designated by WET's General Counsel.
Invoices will be submitted within thirty (30) days following the end of each calendar month in which services are rendered, consistent with the invoice submission timeline set forth in the OGG. Each invoice will contain sufficient detail to enable WET to assess the reasonableness of the fees charged, including, at a minimum, the following information for each billing entry: (i) the date on which the service was performed; (ii) the identity of the timekeeper who performed the service; (iii) the time spent on the service, recorded in increments of one-tenth (0.1) of an hour; and (iv) a narrative description of the services rendered that is sufficiently detailed to permit WET to evaluate the nature, scope, and necessity of the work performed.
Payment of each invoice is due within thirty (30) calendar days following the date of the invoice (Net 30 days). Payments shall be made by wire transfer or check to the account designated on the invoice.
If WET disputes any portion of an invoice in good faith, WET shall notify C&H of the dispute in writing within thirty (30) days of WET's receipt of the invoice. Such notice shall specify the nature and amount of the disputed charges with reasonable particularity. The undisputed portion of any such invoice shall remain due and payable in accordance with the standard payment terms set forth above. The parties will use good faith efforts to resolve any billing disputes promptly.
4. Expenses and Disbursements
4.1 Reimbursable Expenses
In addition to fees for professional services, WET will reimburse C&H for reasonable out-of-pocket expenses and disbursements incurred by C&H in connection with this engagement. Reimbursable expenses include, but are not limited to, the following categories:
(i) Filing fees and service of process charges;
(ii) Court reporter charges, transcript fees, and deposition-related costs;
(iii) Expert witness fees and costs, provided that the engagement of any expert witness shall be subject to prior written approval by WET's General Counsel;
(iv) Travel costs, subject to the travel policy set forth in Section 4.2 below;
(v) Photocopying and printing charges, at rates not to exceed $0.15 per page for black-and-white copies and $0.50 per page for color copies;
(vi) Electronic legal research charges (e.g., Westmark Data Systems, Calderon Systems+, Cascade Services Inc.); and
(vii) Postage, overnight delivery, and messenger charges.
All expenses will be itemized on each monthly invoice with sufficient detail to permit WET to evaluate the nature and reasonableness of each charge. C&H will not mark up or add administrative surcharges to any reimbursable expense.
4.2 Travel Policy
In accordance with the OGG, reimbursable travel expenses are subject to the following limitations:
(i) Air travel shall be reimbursed at coach-class (economy) rates only;
(ii) Hotel accommodations shall be reimbursed at a rate not to exceed Two Hundred Twenty-Five Dollars ($225.00) per night;
(iii) Ground transportation, meals, and incidental travel expenses shall be reimbursable at actual cost, subject to reasonableness.
C&H will use commercially reasonable efforts to minimize travel expenses, including by conducting meetings and conferences by video or telephone when feasible, consolidating in-person attendance at hearings and depositions where practicable, and booking travel arrangements in advance to obtain favorable rates. Any anticipated travel expense that is expected to exceed One Thousand Dollars ($1,000.00) in the aggregate for a single trip will be communicated to WET's General Counsel in advance.
5. Outside Counsel Guidelines
C&H acknowledges receipt of WET's Outside Counsel Guidelines & Billing Policies, Version 4.2, effective July 1, 2025 (the "OGG"). C&H has reviewed the OGG in its entirety and agrees to comply with the OGG in all material respects throughout the term of this engagement. C&H's compliance obligations under the OGG include, but are not limited to, the following:
(i) Adherence to the rate caps established in the OGG (currently $725.00 per hour for partners and $450.00 per hour for associates);
(ii) Submission of invoices in LEDES 1998B format;
(iii) Delivery of invoices within thirty (30) days following the end of each calendar month;
(iv) Obtaining prior written approval from WET's General Counsel before assigning any new timekeeper to the engagement;
(v) Compliance with the travel expense limitations set forth in the OGG;
(vi) Adherence to the OGG's document retention requirements; and
(vii) Compliance with the OGG's data security and information protection standards.
In addition, C&H will provide semi-annual diversity staffing reports to WET's General Counsel, as required by the OGG, detailing the demographic composition of the C&H attorneys and staff assigned to this engagement.
To the extent that any provision of this Letter conflicts with any provision of the OGG, the parties agree to confer in good faith to resolve such conflict. In the absence of a mutually agreed resolution, the OGG shall govern with respect to billing, expense, and administrative matters, and this Letter shall govern with respect to the scope of the representation and other legal matters.
6. Data Protection and Confidentiality
6.1 Confidentiality.  C&H will maintain the confidentiality of all information received from or on behalf of WET in connection with this engagement, in accordance with the applicable rules of professional conduct governing the attorney-client relationship — including, without limitation, Rule 1.6 of the Delaware Lawyers' Rules of Professional Conduct and Rule 1.6 of the Pennsylvania Rules of Professional Conduct — and the terms of this Letter. C&H will not disclose any WET confidential information to any third party without WET's prior written consent, except as required by law, court order, or applicable ethical obligations, or as reasonably necessary to carry out the purposes of this engagement.
6.2 FERPA Compliance and Data Protection Addendum
The parties acknowledge that, in the course of this engagement, C&H personnel may encounter student education records and other personally identifiable information that is protected under the Family Educational Rights and Privacy Act, 20 U.S.C. § 1232g, and its implementing regulations at 34 C.F.R. Part 99 ("FERPA"). Because WET receives federal funding and is subject to FERPA's requirements, and because C&H is functioning as a contractor or agent of WET for purposes of this engagement, C&H agrees to handle, store, transmit, and ultimately return or destroy any FERPA-protected information in strict accordance with FERPA requirements and the data security standards set forth in the OGG.
Concurrently with the execution of this Letter, the parties will execute a Data Protection Addendum (the "DPA"), which is attached hereto as Exhibit A. The DPA sets forth detailed protocols and requirements governing the following matters, among others:
(i) Encryption standards for data at rest and data in transit;
(ii) Access controls and role-based permissions for C&H personnel who may access WET data;
(iii) Incident response and breach notification procedures, including timelines for notifying WET of any actual or suspected data breach;
(iv) Data return and destruction obligations upon the conclusion or termination of the engagement; and
(v) Audit rights and compliance verification mechanisms.
C&H's Chief Information Security Officer, Patricia Hwang, has reviewed the data protection requirements set forth in the OGG and the DPA and has confirmed that C&H's information security infrastructure, policies, and procedures are sufficient to comply with all such requirements. Ms. Hwang will serve as C&H's point of contact for any data security inquiries from WET during the term of this engagement.
7. Conflicts of Interest
7.1 Conflicts Check
C&H has conducted a comprehensive conflicts check in connection with the proposed engagement of WET. The conflicts check encompassed all current and former clients of C&H and their known affiliates, as well as known adverse parties and their counsel, across all C&H offices.
The conflicts check identified a prior representation by C&H of Thornfield Academy of Sciences, Inc. ("Thornfield"), a Pennsylvania nonprofit corporation. Thornfield was formerly affiliated with WET through a Joint Educational Services Agreement dated September 1, 2018, pursuant to which WET and Thornfield shared certain administrative services and educational resources. Thornfield formally severed its affiliation with WET effective June 30, 2022, and Thornfield is now an independent entity. We understand that Thornfield may hold interests adverse to WET in matters related to the Faculty Restructuring, including potential claims by former educators who were jointly employed or shared between the two organizations during the period of affiliation.
C&H's Wilmington office represented Thornfield in a governance dispute before the Delaware Court of Chancery, captioned In re Thornfield Academy of Sciences, Inc., Case No. 2023-0847-SG. That representation commenced in March 2023 and concluded in August 2024 with the entry of a consent order dated August 9, 2024. The lead partner on the Thornfield matter was Conrad Ashworth of C&H's Corporate & Governance group in the Wilmington office.
There is no current engagement between C&H and Thornfield. The Thornfield representation is fully concluded, and no active matter, retainer, or ongoing advisory relationship exists between C&H and Thornfield as of the date of this Letter.
7.2 Conflict Waiver and Ethical Screen
In light of the prior Thornfield representation, C&H has taken the following steps to address any potential conflict of interest:
Waiver from Thornfield. Thornfield's General Counsel, Seamus O'Halloran, Esq., has provided a written waiver, dated January 28, 2026, in which Thornfield consents to C&H's representation of WET in connection with the matters described in this Letter and waives any objection to such representation based on C&H's prior representation of Thornfield. A copy of the Thornfield waiver is maintained in C&H's conflicts files and is available for WET's review upon request.
Confirmation of No Material Confidential Information. Conrad Ashworth, the lead partner on the former Thornfield engagement, has confirmed in writing to C&H's General Counsel that no confidential information obtained during the course of the Thornfield representation is material to the proposed WET engagement or to any of the matters described in Section 1.2 of this Letter.
Ethical Screen. C&H has implemented a formal ethical screen (also known as an "ethical wall" or "information barrier") in accordance with the applicable rules of professional conduct. The ethical screen isolates Conrad Ashworth and all former associates who worked on the Thornfield matter — specifically, Lydia Chen and Marcos Rivera, both of whom have since departed the Firm — from all aspects of the WET engagement. The screen includes the following elements: (i) electronic access restrictions preventing screened personnel from accessing any WET engagement files, documents, or communications; (ii) physical notice of the screen posted in the engagement management system; and (iii) written acknowledgment by Conrad Ashworth of his obligations under the screen. Because Lydia Chen and Marcos Rivera are no longer employed by C&H, the screen with respect to those individuals is noted for completeness but does not require active maintenance.
No Conflicts with Adverse Parties. The conflicts check identified no conflicts with respect to Veltrano Federation of Educators, Local 1147 or its counsel, Feinberg, Adler & Ross LLP (including Rachel Feinberg), nor with respect to any other known adverse party in the matters described in this Letter.
7.3 Advance Waiver (Future Conflicts)
WET acknowledges that C&H is a full-service law firm that represents numerous clients in a range matters. WET agrees that C&H may continue to represent, and may in the future undertake to represent, other clients in matters that are not substantially related to the WET engagement, even if such clients' interests may be generally adverse to WET's interests in unrelated matters, provided that (i) such representation does not involve direct adversity to WET in any pending or reasonably anticipated matter, and (ii) C&H does not use any of WET's confidential information in connection with such other representation.
Notwithstanding the foregoing, if C&H identifies any future matter in which C&H's representation of another client would be directly adverse to WET — including, without limitation, any matter in which a current C&H client asserts claims against WET or in which WET asserts claims against a current C&H client — C&H will promptly disclose such conflict to WET and will not proceed with the adverse representation without WET's prior informed written consent, provided in accordance with the applicable rules of professional conduct.
8. Document Retention
Upon the conclusion or termination of this engagement, C&H will retain all client files, work product, correspondence, and related materials in accordance with C&H's standard document retention policy. Under C&H's current policy, engagement materials are retained for a period of ten (10) years following the closure of the matter. This retention period exceeds the seven (7) year post-matter retention period required by the OGG, and accordingly, C&H's compliance with its own retention policy will satisfy the OGG's retention requirements.
Upon written request from WET's General Counsel at any time during or after the engagement, C&H will return original client documents — including original contracts, correspondence, and other materials provided to C&H by WET — to WET. C&H will retain copies of such materials for its own files, subject to the retention period described above.
Following the expiration of the applicable retention period, C&H may dispose of engagement files and materials in accordance with C&H's standard disposition policy, which includes secure destruction of paper documents and secure deletion of electronic files. Prior to any such disposition, C&H will make reasonable efforts to notify WET's General Counsel (or such successor contact as WET may designate) and provide WET with an opportunity to request the return of any materials prior to their destruction. In the event that WET provides alternate instructions regarding the retention or disposition of engagement materials, C&H will follow such instructions to the extent reasonably practicable.
9. Insurance Coordination
WET has informed C&H that WET maintains an Employment Practices Liability Insurance ("EPLI") policy issued by Pinnacle Risk Underwriters, Inc. The relevant policy details are as follows:
•  Carrier: Pinnacle Risk Underwriters, Inc.
•  Policy Number: PRU-EPLI-2025-44872
•  Coverage Period: July 1, 2025 through June 30, 2026
•  Coverage Limits: $5,000,000.00 per claim / $10,000,000.00 aggregate
•  Self-Insured Retention ("SIR"): $150,000.00 per claim
WET has indicated its intention to tender the PERB unfair labor practice matter (Case No. PERB-2026-ULP-0041) and any individual wrongful-termination or employment-related claims arising from the Faculty Restructuring under the EPLI policy. C&H will cooperate with WET in providing such information and documentation as Pinnacle Risk Underwriters may reasonably require in connection with the tender and coverage determination process.
In the event that coverage is confirmed by Pinnacle Risk Underwriters and the carrier appoints panel counsel to participate in or manage the defense of any covered claim, C&H will coordinate with such panel counsel as directed by WET's General Counsel. C&H and WET will establish a coordination protocol designed to avoid duplication of effort, preserve the attorney-client privilege and work-product protections, and ensure that WET's strategic interests are effectively represented.
Fees and expenses incurred by C&H that fall within the self-insured retention amount for any particular claim, or that relate to matters or portions of matters not covered by the EPLI policy, shall be billed to WET at the negotiated rates set forth in Section 3.1 of this Letter and in accordance with the billing and payment terms set forth in Sections 3.4 and 4 of this Letter.
10. Communication and Reporting
The primary client contact for this engagement is Priya Anand-Desai, General Counsel, Wyndmere Education Trust. All material communications, strategic recommendations, legal memoranda, and engagement-related correspondence from C&H shall be directed to Ms. Anand-Desai in the first instance, unless Ms. Anand-Desai designates an alternative contact in writing.
C&H will keep WET's General Counsel, and, as appropriate, WET's Chief Human Resources Officer, Tobias Engstrom, regularly informed of material developments in the matters encompassed by this engagement. Regular updates will be provided through a combination of periodic status calls, written status reports, and ad hoc communications as warranted by the pace and nature of developments in the various workstreams.
Quarterly budget-to-actual reports will be delivered to WET's General Counsel within thirty (30) days following the end of each calendar quarter, as described in Section 3.2 of this Letter.
Material strategic decisions requiring WET's authorization shall be submitted to WET's General Counsel for prior approval before C&H takes action. Such decisions include, without limitation, the following:
(i) Settlement proposals, counteroffers, and the exercise of any settlement authority;
(ii) The filing of dispositive motions or other significant motion practice;
(iii) The engagement of expert witnesses, consultants, or other third-party service providers;
(iv) Decisions regarding appeal of any adverse ruling or determination; and
(v) Any other strategic decision that, in C&H's professional judgment, could have a material impact on the outcome, cost, or public profile of the matters encompassed by this engagement.
11. Governing Law
This Letter, and the attorney-client relationship between C&H and WET established hereby, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflicts-of-law principles. The parties further agree that any disputes arising under or in connection with this Letter shall be submitted to the exclusive jurisdiction of the courts of the State of Delaware sitting in New Castle County, or, if federal jurisdiction exists, the United States District Court for the District of Delaware.
12. Termination
Either party may terminate this engagement upon thirty (30) days' prior written notice to the other party, delivered in accordance with Section 14.5 of this Letter. Such termination right is subject to the following conditions and qualifications:
(i) Termination by either party is subject at all times to the applicable rules of professional conduct, including, without limitation, C&H's obligation to take reasonable steps to protect WET's interests upon withdrawal from the representation, such as providing reasonable notice, allowing time for employment of other counsel, surrendering papers and property to which WET is entitled, and refunding any advance payment of fee or expense that has not been earned or incurred.
(ii) If any litigation, arbitration, administrative proceeding, or other contested matter is pending before any court, tribunal, or agency at the time of termination, C&H's withdrawal from such matter is subject to the approval of the applicable court, tribunal, or agency, and C&H will continue to represent WET in such matter until such approval is obtained or until successor counsel has entered an appearance on WET's behalf, whichever occurs first.
(iii) Upon termination, WET shall remain responsible for payment of all fees and expenses properly incurred by C&H through the effective date of termination, in accordance with the billing and payment terms set forth in this Letter.
(iv) The initial Retainer described in Section 3.3 shall be applied against the final invoice rendered by C&H following the termination or conclusion of this engagement, with any excess returned to WET.
13. Limitation of Liability
To the fullest extent permitted by applicable law and the rules of professional conduct, C&H's aggregate liability to WET arising out of or related to this engagement — whether based in contract, tort (including negligence), statute, or any other legal theory — shall not exceed the total amount of fees actually paid by WET to C&H for services rendered in connection with this engagement. This limitation of liability shall not apply in cases of C&H's willful misconduct or gross negligence.
Each party hereby waives, to the fullest extent permitted by applicable law, any claim against the other party for consequential, indirect, incidental, special, exemplary, or punitive damages arising out of or related to this engagement, regardless of whether such damages were foreseeable and regardless of whether either party has been advised of the possibility of such damages. This mutual waiver shall survive the termination or expiration of this engagement.
14. Miscellaneous Provisions
14.1 Entire Agreement
This Letter, together with Exhibit A (Data Protection Addendum) attached hereto and the OGG (which is incorporated herein by reference), constitutes the entire agreement between C&H and WET with respect to the subject matter of this engagement. This Letter supersedes all prior and contemporaneous discussions, negotiations, understandings, and agreements, whether written or oral, between the parties relating to the engagement described herein.
14.2 Amendments.  No amendment, modification, supplement, or waiver of any provision of this Letter shall be effective unless set forth in a writing signed by authorized representatives of both C&H and WET. No course of dealing or delay in exercising any right under this Letter shall operate as a waiver of such right.
14.3 Assignment.  Neither party may assign or transfer this Letter, or any of its rights or obligations hereunder, to any third party without the prior written consent of the other party. Any purported assignment in violation of this provision shall be void and of no force or effect. Notwithstanding the foregoing, this Letter shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
14.4 Counterparts and Electronic Signatures
This Letter may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Letter by electronic mail (including PDF), facsimile, or other electronic transmission shall be equally effective as delivery of a manually executed counterpart. Electronic signatures (including signatures transmitted via DocuSign or similar electronic signature platforms) shall have the same legal force and effect as original handwritten signatures.
14.5 Notices.  All notices, requests, demands, consents, and other communications required or permitted under this Letter shall be in writing and shall be deemed duly given when (i) delivered personally, (ii) sent by certified or registered mail, return receipt requested, postage prepaid, (iii) sent by a nationally recognized overnight delivery service, or (iv) transmitted by electronic mail with confirmation of receipt, addressed as follows:
If to WET:
Priya Anand-Desai, Esq. General Counsel Wyndmere Education Trust 1400 Brandywine Boulevard, Suite 300 Wilmington, DE 19801
Email: panand-desai@wyndmeretrust.org
If to C&H:
Miriam Calloway, Esq. Partner Calderwood & Harkness LLP 600 Market Street, Suite 4200 Philadelphia, PA 19106
Email: mcalloway@calderwoodharkness.com
Either party may change its address for purposes of this Section by providing written notice to the other party in accordance with the procedures set forth above.
15. Acknowledgment and Acceptance
We are pleased at the prospect of representing Wyndmere Education Trust in these important matters and are confident that C&H's experience, resources, and commitment to excellence will serve WET well. We look forward to working closely with you and your team.
If the foregoing terms and conditions are acceptable, please indicate WET's acceptance by executing this Letter in the space provided below and returning a signed copy (by original, scanned copy, or electronic signature) to the undersigned by no later than February 21, 2026. Upon execution by both parties, this Letter shall constitute a binding agreement between C&H and WET. WET's execution and return of this Letter shall also authorize C&H to commence work on the matters described herein, including the preparation of the PERB answer due March 10, 2026.
If you have any questions regarding the terms of this Letter or any aspect of the proposed engagement, please do not hesitate to contact Miriam Calloway at (215) 940-7142 or mcalloway@calderwoodharkness.com.
We value the trust you have placed in our Firm and look forward to a productive and collaborative working relationship.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Miriam Calloway
Title: Partner
Date: ________
ACCEPTED AND AGREED:
WYNDMERE EDUCATION TRUST
By: ________
Name: Priya Anand-Desai
Title: General Counsel
Date: ________
Exhibit A — Data Protection Addendum (attached separately)
Timekeeper | Role | Standard 2026 Rate | Negotiated Rate | discount
Miriam Calloway | Responsible Partner | $895/hr | $710/hr | $185/hr (20.7%)
Joel Strauss | Billing Partner | $850/hr | $710/hr | $140/hr (16.5%)
Nadia Petrov | Lead Associate | $525/hr | $440/hr | $85/hr (16.2%)
James Underwood | Working Associate | $415/hr | $390/hr | $25/hr (6.0%)

CALDERWOOD & HARKNESS LLP Attorneys at Law

VIA EMAIL AND FIRST CLASS MAIL

CALDERWOOD & HARKNESS LLP

ACCEPTED AND AGREED:

WYNDMERE EDUCATION TRUST

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