Contract analysis

1. Scope of Engagement The Firm has been retained to provide legal services to the Client in connection with the Matter, which arises from the CID issued pursuant to the Meridian Antitrust Act, Meridian Code Ann. § 75-21-1 et seq. As you are aware, the CID was issued in connection with an investigation being conducted by the Meridian Attorney General's Antitrust Division into alleged bid rigging in connection with fu

2. Engagement Team The following attorneys will serve as the primary members of the engagement team for the Matter: Howard Bellamy, Partner, Antitrust & Competition practice group, will serve as the responsible and billing partner for the Matter. Mr. Bellamy will have overall supervisory responsibility for all aspects of the Firm's representation of the Client and will be the Client's primary point of contact within

3. Fees and Billing The Firm's fees for legal services rendered in connection with the Matter will be based on the time spent by attorneys and professional staff assigned to the engagement, billed at the Firm's standard hourly rates. The current standard hourly rates for the primary timekeepers assigned to the Matter are as follows: In addition to the attorneys listed above, paralegals and litigation-support staff ma

4. Retainer The Firm requests an initial retainer in the amount of $250,000 (the "Retainer"), to be paid upon the Client's execution and return of this Engagement Letter. The Retainer will be deposited into the Firm's client trust account maintained in accordance with the applicable rules of professional conduct governing the District of Columbia. The Retainer will be held in trust and applied against the Client's ou

5. Disbursements and Vendors In addition to the Firm's professional fees, the Client will be responsible for all reasonable out-of-pocket disbursements incurred by the Firm in connection with the Matter. Such disbursements may include, without limitation, the following: travel expenses (including airfare, lodging, ground transportation, and meals) incurred in connection with the Matter; court filing fees and service-

6. Conflicts of Interest The Firm has conducted a conflicts check in accordance with its standard procedures and the applicable rules of professional conduct. Based on that review, the Firm confirms the following: (a) The Firm does not currently represent any party adverse to the Client in the Matter. (b) Specifically, the Firm does not represent Galloway Petroleum Corp., Ridgeline Energy Partners LLC, or any of thei

7. Confidentiality and Privilege All communications between the Firm and the Client in connection with the Matter, including oral and written communications, memoranda, analyses, work product, and any other materials prepared by the Firm in the course of its representation, are intended to be protected by the attorney-client privilege, the work-product doctrine, and any other applicable privileges, immunities, or pro

8. Client Responsibilities The effectiveness of the Firm's representation depends in significant part on the Client's cooperation and timely provision of information, documents, and access to personnel. In connection with the engagement, the Client agrees to the following: (a) Access to documents and personnel. The Client will provide the Firm with prompt access to all documents, electronically stored information, da

9. Limitation of Scope The Firm's engagement is limited to the representation of the Client in connection with the Matter as defined in this Engagement Letter. The engagement does not extend to, and the Firm assumes no responsibility for, any of the following unless separately agreed in writing by the Firm and the Client: (a) Any investigation or inquiry by the United States Department of Justice, the Federal Trade C

10. Termination Either the Client or the Firm may terminate this engagement upon thirty (30) days' prior written notice to the other party. The Client's right to terminate the engagement is absolute. The Firm's right to terminate is subject to the Firm's ethical obligations under the applicable rules of professional conduct, including the obligation to take reasonable steps to protect the Client's interests upon with

11. Governing Law and Dispute Resolution This Engagement Letter and the engagement relationship between the Firm and the Client shall be governed by and construed in accordance with the laws of the District of Columbia, without regard to its conflict-of-laws principles. In the event of any dispute, controversy, or claim arising out of or relating to this Engagement Letter or the engagement, including any dispute conc