Contract analysis

1. Introduction and Purpose Calderwood & Harkness LLP ("C&H" or "the Firm") is pleased to confirm its engagement by Dunmore Energy Holdings Ltd. ("DEH" or "the Client") to act as lead international counsel in connection with an investor-state arbitration claim before the International Centre for Settlement of Investment Disputes ("ICSID") against the Republic of Valderia (the "Respondent"). The Firm appreciates the c

2. The Client For the purposes of this engagement, the "Client" is: Full Legal Name: Dunmore Energy Holdings Ltd. Entity Type: An exempted company incorporated under the laws of the Cayman Islands, with limited liability. Registered Office: 4th Floor, Harbour Place, 103 South Church Street, George Town, Grand Cayman KY1-1002, Cayman Islands. Principal Business Office: 27 Curzon Street, London W1J 5HT, United Kingdom.

3. Scope of Engagement 3.1 Matters Within Scope C&H is retained to represent DEH as lead international counsel in pursuing an ICSID treaty claim against the Republic of Valderia. The arbitration has been filed with the ICSID Secretary-General and has been registered as ICSID Case No. ARB/22/11, with the Request for Arbitration having been filed on March 15, 2022, and registration by the ICSID Secretary-General having

4. Background to the Dispute The following summary is provided for engagement purposes only and does not constitute a comprehensive statement of the facts or a legal analysis of the merits of the claim. A full factual narrative will be developed in the course of preparing the Claimant's Memorial. Concession No. HYD-2012-047 (Bloque Orinoco Sur) was granted to Dunmore Valderia upstream S.A. ("DVU") on September 12, 20

5. Staffing and Key Personnel The following C&H lawyers have been assigned to this matter and will form the core engagement team: Responsible Partner: Vivienne St. Claire, Partner, Capital Markets practice group. Ms. St. Claire will have overall responsibility for the engagement, including strategic direction, quality assurance, and the client relationship. Ms. St. Claire will be the primary point of contact for Sir

6. Fee Arrangements and Billing Rates 6.1 Billing Basis C&H will bill the Client on a time-spent basis at the hourly rates set forth in Section 6.2 below. Invoices will be rendered monthly in arrears, typically within fifteen (15) business days following the end of each calendar month, and will contain a detailed narrative description of the work performed, the date on which each item of work was performed, the ident

7. Coordination with Local Valderian Counsel C&H will coordinate with Castaño Herrera & Asociados ("CH&A"), a law firm organized under the laws of the Republic of Valderia, with offices at Calle Bolívar 742, Torre Empresarial, Piso 8, Puerto Valdés, Valderia. CH&A has been separately engaged by DEH to provide advice on matters of Valderian domestic law relevant to the arbitration. The lead partner at CH&A for this ma

8. Coordination with Experts C&H will coordinate the engagement and management of the following expert advisors, who are being retained to provide independent expert evidence in support of DEH's claim: 8.1 Damages and Quantum Expert Pemberton Valuation Advisory LLC ("Pemberton"), 300 Park Avenue, Suite 2200, New York, NY 10022, United States. Pemberton has been retained to serve as the damages and quantum expert for

9. Third-Party Litigation Funding The Firm acknowledges that DEH has entered into a litigation funding agreement dated February 28, 2022 (the "Funding Agreement") with Beaufort Litigation Capital LLP ("Beaufort"), a limited liability partnership registered in England and Wales, with its principal office at 14 St. James's Square, London SW1Y 4LG, United Kingdom. The principal contact at Beaufort for the purposes of th

10. Conflict Clearance C&H has conducted a comprehensive conflict check across all offices and practice groups of the Firm and confirms that, as of the date of this letter, no conflict of interest exists that would prevent C&H from acting for DEH in this matter. In particular, C&H confirms the following: (a) C&H does not currently act, and has not at any time during the preceding thirty-six (36) months acted, for the

11. Confidentiality and Privilege All information provided by the Client to C&H in connection with this matter, including documents, data, instructions, communications, and any other materials or information of whatever nature (collectively, "Confidential Information"), will be treated as strictly confidential and will be subject to legal professional privilege (attorney-client privilege and litigation privilege, as

12. Document Retention C&H will retain the Client's documents, files, and other materials relating to this matter in accordance with the Firm's document retention policy, a summary of which is available upon request. Under the current policy, files relating to contentious matters are retained for a minimum period of seven (7) years following the conclusion of the matter (including any enforcement proceedings, annulme

13. Limitation of Liability C&H's aggregate liability to the Client arising out of or in connection with this engagement — whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution, or otherwise — shall not exceed GBP 50,000,000 (fifty million British Pounds Sterling). This limitation applies to the aggregate of all claims arising out of or in connection with the engag

14. Termination Either party may terminate this engagement at any time by giving written notice to the other party. No reason need be given for the termination, although the Firm would appreciate the opportunity to discuss any concerns that the Client may have before a decision to terminate is made. Upon termination of the engagement, the following provisions shall apply: (a) C&H will be entitled to payment in full f

15. Regulatory and Professional Obligations Calderwood & Harkness LLP is authorized and regulated by the Solicitors Regulation Authority ("SRA") of England and Wales. The Firm's SRA registration number is 612874. C&H's professional indemnity insurance is maintained in accordance with the SRA Indemnity Insurance Rules and provides coverage at levels that meet or exceed the minimum requirements prescribed by the SRA. D

16. Governing Law and Jurisdiction This engagement letter, and the terms and conditions of the engagement set out herein and in the enclosed Standard Terms of Business, shall be governed by and construed in accordance with the laws of England and Wales. Any dispute arising out of or in connection with this engagement letter, the terms of the engagement, or the provision of legal services by C&H to the Client under th

17. Acceptance We trust that the foregoing terms are acceptable to you and to the board of Dunmore Energy Holdings Ltd. We look forward to working with you on this important matter and are confident that C&H can provide the highest standard of representation in these proceedings. If you are in agreement with the terms set out in this letter, please confirm your acceptance by signing and returning a copy of this lette

1. Calderwood & Harkness LLP — Standard Terms of Business

2. Calderwood & Harkness LLP — Complaints Procedure (Summary)

3. Calderwood & Harkness LLP — Privacy Notice (UK GDPR) Calderwood & Harkness LLP is a limited liability partnership registered in England and Wales under the Limited Liability Partnerships Act 2000, with registered number OC345821. A list of members is available for inspection at the Firm's registered office at 55 Bishopsgate, London EC2N 3AH. The term "partner" is used to refer to a member of the LLP or an employee